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CVN - ConvergeNet Holdings Limited and its subsidiaries - Audited financial
results for the year ended 31 August 2011
ConvergeNet Holdings Limited and its subsidiaries
(Registration number 1998/015580/06)
JSE code: CVN ISIN: ZAE000102067
Audited financial results for the year ended 31 August 2011
Highlights from continuing operations:
Revenue up 31%
Profit for the period up 20%
Earnings per share up 33%
Headline earnings per share up 143%
Condensed Consolidated Statement of Comprehensive Income
Audited Audited
year ended year ended
31 Aug 2011 31 Aug 2010
R`000 R`000
Continuing operations
Revenue 1 029 363 784 325
Cost of sales (782 987) (542 373)
Gross profit 246 376 241 952
Other income 1 749 11 409
Operating expenses (220 882) (226 007)
Operating profit 27 243 27 354
Investment income 4 293 5 122
Share of profit of associates 9 360 2 709
Finance costs (2 284) (4 522)
Profit before taxation 38 612 30 663
Taxation (7 720) (4 967)
Profit for the period from continuing
operations 30 892 25 696
Discontinued operations
Profit for the period from discontinued
operations - 10 606
Profit for the period 30 892 36 302
Other comprehensive income - -
Total comprehensive income for the year 30 892 36 302
Attributable to:
Equity holders of the parent 23 557 25 575
Profit for the period from continuing
operations 23 557 17 727
Profit for the period from discontinued
operations - 7 848
Non-controlling interests 7 335 10 727
Profit for the period from continuing
operations 7 335 7 969
Profit for the period from discontinued
operations - 2 758
30 892 36 302
Earnings per share
Basic earnings per ordinary share (cents) 2.66 2.89
From continuing operations 2.66 2.00
From discontinued operations - 0.89
Diluted basic earnings per ordinary
share (cents) 2.65 2.86
From continuing operations 2.65 1.98
From discontinued operations - 0.88
Weighted average number of shares 885 225 634 885 444 513
Fully diluted weighted average number
of shares 889 353 185 893 990 941
Total number of shares in issue 915 115 941 915 115 941
Headline earnings per share 2.70 1.98
From continuing operations 2.70 1.11
From discontinued operations - 0.87
Diluted headline earnings per share (cents) 2.68 1.97
From continuing operations 2.68 1.10
From discontinued operations - 0.87
Reconciliation between basic and headline earnings
From continuing operations
Basic earnings attributable to equity holders
of parent 23 557 17 727
Loss on disposal of assets 528 1 713
Loss/(profit) on disposal of subsidiaries
and associates 74 (7 245)
Gain on bargain purchases - (5 380)
Tax effect of profit on disposal of subsidiaries - 1 667
Impairment of goodwill 77 -
Portion of adjustments attributable to
non-controlling interests (363) 1 345
Headline earnings from continuing operations 23 873 9 827
Headline earnings from discontinued operations - 7 742
23 873 17 569
Net asset value per share (cents) 52.7 49.8
Net tangible asset value per share (cents) 30.9 27.3
Condensed Consolidated Statement of Financial Position
ASSETS
Non-current assets 339 249 322 010
Property, plant and equipment 35 424 28 638
Goodwill 184 816 184 893
Intangible assets 14 467 21 693
Investments in associates 36 155 26 347
Other financial assets 42 385 37 346
Deferred taxation 26 002 23 093
Current assets 415 418 405 494
Inventories 85 981 78 166
Loans to group companies 332 -
Other financial assets 6 168 19 867
Current tax receivable 3 410 3 122
Trade and other receivables 252 566 227 155
Cash and cash equivalents 66 961 77 184
TOTAL ASSETS 754 667 727 504
EQUITY AND LIABILITIES
Total equity 546 394 513 065
Shareholders` equity 482 238 456 073
Non-controlling interest 64 156 56 992
Liabilities
Non-current liabilities 30 066 28 323
Other financial liabilities 21 124 17 507
Finance lease obligation 1 039 1 446
Operating lease liability 1 738 1 077
Deferred taxation 6 165 8 293
Current liabilities 178 207 186 116
Vendors for acquisition - 4 063
Other financial liabilities 1 652 3 596
Current tax payable 4 794 5 453
Finance lease obligation 841 778
Provisions 6 677 5 478
Trade and other payables 163 803 152 253
Bank overdraft 440 14 495
Total liabilities 208 273 214 439
TOTAL EQUITY AND LIABILITIES 754 667 727 504
Condensed Consolidated Statement of Cash Flows
Operating activities
Cash from/(used in) operations 25 277 (48)
Investment income 4 968 5 024
Finance costs (2 186) (4 327)
Tax paid (13 704) (25 418)
From discontinued operations - 9 268
Net cash from/(used in) operating activities 14 355 (15 501)
Net cash (used in)/from investing activities (2 829) 16 927
Net cash used in financing activities (7 694) (27 748)
Net increase/(decrease) in cash and cash
equivalents 3 832 (26 322)
Cash at the beginning of the year 62 689 89 011
Total cash at end of the year 66 521 62 689
Condensed Consolidated Statement of Changes in Equity
Balance beginning of the year 513 065 510 253
Total comprehensive income for the year 30 892 36 302
Issue of treasury shares in terms of
forfeitable share plan 3 905 9 555
Shares forfeited in terms of
forfeitable share plan 3 810 -
Acquisition of subsidiaries - 4 850
Transactions with non-controlling
shareholders (968) (28 679)
Expenses recognised directly in equity - (8)
Own shares acquired by subsidiaries,
held as treasury shares (4 310) (5 575)
Subsidiary sold - (5 146)
Dividends by subsidiaries to minorities - (8 487)
Balance at end of year 546 394 513 065
Condensed Segmental Information
IT Telecom
Infrastructure Infrastructure Corporate
Technology Technology Consolidation
Solutions Solutions and Other Total
2011 2010 2011 2010 2011 2010 2011 2010
R`000 R`000 R`000 R`000 R`000 R`000 R`000 R`000
From continuing operations
Revenue
827 260 599 620 202 103 177 793 - 6 912 1 029 363 784 325
Profit/(loss) from operations
30 743 24 150 2 629 10 673 (6 129) (7 469) 27 243 27 354
Investment income
1 842 2 417 260 1 775 2 191 930 4 293 5 122
Share of profits of associates
1 065 2 009 8 295 700 - - 9 360 2 709
Finance costs
(987) (3 097) (1 181) (1 388) (116) (37) (2 284) (4 522)
Profit/(loss) before tax
32 663 25 479 10 003 11 760 (4 054) (6 576) 38 612 30 663
Income tax (expense)/ benefit
(8 485) (8 500) (2 327) (4 673) 3 092 8 206 (7 720) (4 967)
Profit/(loss) for the year from continuing operations
24 178 16 979 7 676 7 087 (962) 1 630 30 892 25 696
Profit for the period from discontinued operations
- - - 10 606 - - - 10 606
Profit/(loss) for the year
24 178 16 979 7 676 17 693 (962) 1 630 30 892 36 302
Amounts reported for the prior year have been restated to conform to the
requirements of IFRS 8.
Commentary
1. Statement of compliance
The condensed consolidated financial information has been prepared in accordance
with IAS 34 - Interim financial reporting and is a summary of the unmodified
audited financial statements of the group for the year ended 31 August 2011,
which have been prepared in accordance with International Financial Reporting
Standards ("IFRS"), the Listings Requirements of the JSE Limited, and the
Companies Act of South Africa.
2. Accounting policies
The audited results for the year ended 31 August 2011 have been prepared in
accordance with the group`s accounting policies which comply with IFRS. The
accounting policies adopted are consistent with those applied in the previous
financial year except for the adoption of all new, revised or amended standards
and interpretations which were effective for the group from 1 September 2010.
3. Independent audit by the auditors
The consolidated financial statements for the year have been audited by Advoca
Auditing Inc. (formerly ACT Audit Solutions Inc.) and their unqualified audit
report as well as their unqualified audit report for this set of condensed
consolidated financial results is available for inspection at the registered
office of the company.
4. Corporate governance
The directors of ConvergeNet endorse the Code of Corporate Practices and Conduct
as embodied in the King III Report on Corporate Governance and recognise their
responsibility to conduct the affairs of ConvergeNet with integrity and
accountability in accordance with generally accepted corporate practices. This
includes timely, relevant and meaningful reporting to its shareholders and other
stakeholders, providing a proper and objective perspective of ConvergeNet.
5. Change in board of directors
Mr David Braine has resigned from the board with effect from 13 January 2011.
6. Operating results
The group is satisfied with the results achieved in difficult trading
conditions.
Revenue increased by 31% to R1 029 million compared to the corresponding period
primarily as a result of the award of some major new contracts.
Because of the challenging market and economic environment, increased
competition and a change in business mix, the gross profit margin decreased from
31% to 24% compared to the corresponding period. It is expected that the margin
will recover in the medium term.
Operating expenditure has decreased from R226 million to R221 million compared
to the corresponding period. This resulted in operating profit to be on par with
the corresponding period despite the decrease in gross profit margins.
Following the sale of a controlling interest in FutureCell during the previous
financial period, the profit for the period attributable to ConvergeNet`s
remaining 20% interest is disclosed as profit from associates. This contributed
to the increase of 33% in basic earnings per share from continuing operations to
2.66 cents compared to the corresponding period.
Headline earnings per share from continuing operations increased by 143% to 2.70
cents per share compared to the corresponding period.
The ConvergeNet group generated R14 million in cash from operating activities
and the cash and cash equivalents at the end of the financial period has
increased by 6% to R67 million.
The financial position of the group remains strong with the only interest
bearing debt being those relating to mortgage bonds on certain properties. The
net tangible asset value per share increased by 13% to 31 cents per share
compared to the corresponding period.
During the year the group repurchased two million shares in the market at a cost
of R0.5 million. This brings the total number of shares held in treasury to 25
762 756.
7. Corporate activities
Effective 1 September 2010, ConvergeNet acquired an additional 20% interest in
Structured Connectivity Solutions (Pty) Ltd ("SCS") for a purchase consideration
of R300 000 and an additional 15% in Xdsl Networking (Pty) Ltd ("Xdsl") for a
purchase consideration of R667 771 . These purchase considerations were settled
in cash.
Following the above, ConvergeNet now has a 90% interest in SCS and a 66%
interest in Xdsl.
8. Dividend
The declaration of cash dividends will continue to be considered by the board in
conjunction with an evaluation of current and future funding requirements, and
will be adjusted to levels considered appropriate at the time of declaration.
The group`s continued commitment to optimal cash utilisation will mean that cash
generated by the operations will be used to fund growth. To this end, the board
of directors decided to declare a maiden dividend of 1.5 cents per share for the
financial year ended 31 August 2011.The directors confirm that in compliance
with Section 46 of the Companies Act (71 of 2008), the necessary solvency and
liquidity test was performed to ensure the distribution could be met by the
company.
Notice is hereby given that a final dividend of 1.5 cents per ordinary share for
the year ended 31 August 2011 is declared, payable to shareholders recorded in
the books of the company at the close of business on the record date appearing
below. The salient dates applicable to the final dividend are as follows:
2011
Last day to trade "cum" the cash dividend ("LDT"): Thursday, 15 December
Date trading commences "ex" the cash dividend: Monday, 19 December
Record date for payment of the cash dividend: Friday, 23 December
Date of payment of the cash dividend: Tuesday, 27 December
Share certificates may not be dematerialised or rematerialised between Monday,
19 December 2011 and Friday, 23 December 2011 both dates inclusive. Any changes
in the above dates will be announced on SENS.
Where applicable, payment in respect of certificated shareholders will be
transferred electronically to shareholders` bank accounts on the payment date.
In the absence of specific mandates, payment cheques will be posted to
certificated shareholders at their risk on the payment date. Shareholders who
have dematerialised their shares will have their accounts at their Central
Securities Depository Participant or broker credited on the payment date.
9. Industry and group outlook
There continues to be substantial demand for the group`s products, solutions and
services. Whilst many opportunities were delayed as a result of the current
economic situation, these needs will be fulfilled in the short to medium term.
We therefore expect the market conditions to improve next year and beyond.
The directors of ConvergeNet are satisfied that the fundamentals of the
businesses remain sound and the group will continue to cautiously invest in
previous identified strategic growth areas.
10. Post balance sheet events
There have been no significant events subsequent to year-end up until the date
of this report that requires adjustments or disclosure.
11. Conclusion
ConvergeNet thanks all our stakeholders. We are grateful for the continued
commitment and support of our customers, employees, suppliers and shareholders.
For and on behalf of the board
SLL Peteni PWJ Bouwer
Chairman Chief Executive Officer
Prepared by: D Bisschoff
Pretoria
28 November 2011
Corporate information:
www.convergenet.com
Directors: SLL Peteni *(Chairman), PWJ Bouwer (CEO), DF Bisschoff (CFO), G
Edwards, B Kekana, NR Macdonald*, MJ Krastanov*, T Modise, MI Scott*, S Swana*,
DD Tabata*, H van Dyk, L Mangope*
(* = Non-executive directors)
Company secretary and registered Office: Arcay Client Support (Pty) Ltd, Arcay
House II, Number 3 Anerley Road, Parktown, 2193
Business Address: Block D, 272 West Avenue, Lakefield Office Park, Centurion,
0157
Postal address: PO Box 10789, Centurion, 0046
Transfer Secretaries: Computershare Investor Services (Pty) Ltd, 70 Marshall
Street, Johannesburg, 2001
Sponsor: Arcay Moela Sponsors (Pty) Ltd, Arcay House II, Number 3 Anerley Road,
Parktown, 2193
E-Mail: info@convergenet.co.za
Web: www.convergenet.co.za
Date: 28/11/2011 14:04:01 Supplied by www.sharenet.co.za
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