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ADAPTIT HOLDINGS LIMITED - PRELIMINARY CONSOLIDATED AUDITED RESULTS FOR THE YEAR ENDED 30 JUNE 2012, FINAL DIVIDEND DECLARATION AND NOTICE OF A

Release Date: 21/08/2012 17:19
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PRELIMINARY CONSOLIDATED AUDITED RESULTS FOR THE YEAR ENDED 30 JUNE 2012, FINAL DIVIDEND DECLARATION AND NOTICE OF A

ADAPT IT HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1998/017276/06)
Share code: ADI
ISIN: ZAE000113163
("Adapt IT" or "the Company" or "the Group")

PRELIMINARY CONSOLIDATED AUDITED RESULTS FOR THE YEAR ENDED 30 JUNE 2012, FINAL DIVIDEND DECLARATION AND NOTICE OF ANNUAL GENERAL MEETING 

Revenue increased by 24% to R224,7 million
Operating profit increased by 48% to R22,2 million
Headline Earnings per share increased by 52% to 17,46 cents 


STATEMENTS OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 JUNE 2012

                                                                     Group           Group       Company       Company
                                                                     2012            2011          2012          2011
                                                                       R               R             R             R
Revenue                                                          224 768 928     180 906 538    9 990 213      7 965 324
Turnover                                                         219 613 534     173 532 636                          
Cost of sales                                                   (115 707 737)    (90 107 278)                         
Gross profit                                                     103 905 797      83 425 358                          
Administrative, selling and other costs                          (82 606 979)    (71 505 256)   (2 071 795)   (3 436 911)
Sundry revenue                                                       908 304       3 128 235                  1 113 032
Dividend income                                                                                3 075 051    6 826 924
Profit from operations                                            22 207 122      15 048 337     1 003 256     4 503 045
Finance income                                                     4 247 090       4 245 667            22        25 368
Finance costs                                                       (706 836)     (1 100 654)      (43 666)       (4 792)
Profit before taxation                                            25 747 376      18 193 350       959 612     4 523 621
Income tax expense                                                (7 604 224)     (4 947 226)     (282 873)     (356 658)
Profit for the year                                               18 143 152      13 246 124       676 739     4 166 963
Attributable to:
  Equity holders of the parent                                    18 143 152      11 044 511       676 739     4 166 963
  Non-controlling interests                                                       2 201 614                          
Other comprehensive income                                           389 143         134 548                          
 Exchange differences arising from translation of
   foreign operations                                                389 143         134 548                          

Total comprehensive income                                        18 532 295      13 380 672       676 739     4 166 963
Attributable to: 
  Equity holders of the parent                                    18 532 295      11 246 812       676 739     4 166 963
  Non-controlling interests                                                        2 133 860                          
Basic earnings per share	                    (cents)             17,46         11,36
Basic diluted earnings per share 	            (cents)             17,46         11,36

STATEMENTS OF FINANCIAL POSITION
AS AT 30 JUNE 2012

                                                          Group        Group      Company       Company
                                                          2012         2011         2012          2011
                                                            R            R            R             R
ASSETS
Non-current assets                                    60 049 877    43 868 909   58 625 104   46 196 326
Property and equipment                                20 475 190    21 533 510                        
Intangible assets                                      1 307 944     1 452 498                        
Goodwill                                              25 657 554    10 407 854                        
Interest in subsidiaries and share trust                                       48 115 401   30 865 201
Loans to subsidiary                                                            10 461 125   15 331 125
Deferred taxation asset                               12 609 189    10 475 047       48 578            
Current assets                                        86 828 424    61 745 521    1 063 848      797 600
Trade and other receivables                           61 412 034    43 067 695      499 915       82 981
Current tax receivable                                    21 184                   461 730      346 861
Cash and cash equivalents                             25 395 206    18 677 826      102 203      367 758

Total assets                                         146 878 301   105 614 430   59 688 952   46 993 926
EQUITY AND LIABILITIES
Equity                                                70 161 063    48 152 118   19 823 407   13 315 474
Share capital                                             10 844         9 835       11 100        9 881
Share premium                                         14 920 145     8 650 098   17 457 386    8 833 005
Foreign currency translation reserve                     505 175       116 032                        
Retained earnings                                     54 724 899    39 376 153    2 354 921    4 472 588
Non-current liabilities                                4 383 546     5 747 229        7 284            
Interest-bearing borrowings                              642 519     1 575 836                        
Deferred taxation liability                            3 741 027     4 171 393        7 284            
Current liabilities                                   72 333 692    51 715 083   39 858 261   33 678 452
Trade and other payables                              15 225 905     9 718 636      673 405      219 659
Provisions                                            12 730 286     8 887 625    1 443 258            
Deferred income                                       42 461 565    31 076 107                        
Amounts owing to subsidiaries                                                  37 741 598   33 458 793
Current tax payable                                                   799 841                        
Current portion of interest-bearing borrowings         1 171 156     1 232 874                        
Bank overdraft                                           744 780                                     

Total equity and liabilities                         146 878 301   105 614 430   59 688 952   46 993 926

Number of ordinary shares in issue	       	     111 001 011    98 181 551          
Net asset value per share                                  67.52         49.52
Tangible net asset value per share                         30.70         28.04 


STATEMENTS OF CASH FLOWS
FOR THE YEAR ENDED 30 JUNE 2012

                                                                   Group         Group         Company        Company
                                                                   2012          2011            2012           2011
                                                                    R             R               R              R
OPERATING ACTIVITIES
Cash generated from/(utilised in) operations                 29 237 346     17 653 319       (591 725)    (2 270 476)
Finance income                                                4 247 090      4 245 667             22         25 368
Finance costs                                                  (706 836)    (1 100 654)       (43 666)        (4 792)
Dividends received                                                                        3 075 051      6 826 924
Dividends paid                                               (2 794 406)    (3 263 884)    (2 794 406)    (3 263 884)
Taxation paid                                               (12 485 448)   (10 666 006)      (439 036)      (845 658)
Other non-cash flow items                                                      14 383                            
Net cash flow from/(utilised in) operating activities        17 497 746       6 882 825       (793 760)       467 482
INVESTING ACTIVITIES
Property and equipment acquired                              (1 167 561)    (1 761 430)                           
Intangible assets acquired and developed                       (841 158)    (1 506 925)                           
Proceeds on disposal of property and equipment                   24 343         17 308                            
Net cash flow on acquisition of subsidiary                    4 199 307                                          
Increase in investments on acquisition
  of BI Planning Services                                                                (17 250 200)             
Net cash flows from investment activities                     2 214 931     (3 251 047)   (17 250 200)             
FINANCING ACTIVITIES
Proceeds from borrowings                                          9 046     11 201 277                             
Repayment of borrowings                                      (1 004 081)   (12 633 246)                            
Share repurchases                                            (2 377 619)                                          
Net cash flow on disposal of investment properties              152 525                                           
Issue of Company's shares                                                                 8 625 600         720 845
Increase in amounts owing to subsidiaries                                                 9 152 805      12 312 376
Increase in investments in subsidiaries                                                                (13 201 687)
Acquisition of interest in ITS Holdings                                   (19 126 691)                            
Repayment of vendor loans                                   (10 909 091)                                          
Repayment of shareholders' loans                                           (3 656 539)                            
Net cash (outflow)/inflow from financing activities         (14 129 220)   (24 215 199)    17 778 405        (168 466)
Net increase/(decrease) in cash resources                     5 583 457    (20 583 421)      (265 555)        299 016
Exchange differences on translation                             389 143        134 548                             
Cash and cash equivalents at beginning of the year           18 677 826     39 126 699        367 758          68 742
Cash and cash equivalents at end of the year                 24 650 426     18 677 826        102 203         367 758

STATEMENTS OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 JUNE 2012

                                                  Attributable to equity holders of the parent
                                                                Share-     Foreign                                        Non-
                                                                 based    currency                                    control-
                                      Share         Share      payment translation       Retained                         ling         Total
                                    capital       premium      reserve     reserve       earnings           Total    interests        equity
                                          R             R            R           R              R               R            R             R
GROUP
Balance at 30 June 2010               9 570     7 196 322      893 020      (86 269)   34 666 074      42 678 717    7 825 266    50 503 983
Total comprehensive income
  for the year                                                           202 301    11 044 511      11 246 812    2 133 861    13 380 673
 Profit for the year                                                               11 044 511      11 044 511    2 201 614    13 246 125
 Other comprehensive
   income for the year                                                   202 301                      202 301      (67 753)      134 548
Transfer from share-based
  payment                                                   (893 020)                  893 020                                        
Shares issued during the year           265     1 453 776                                            1 454 041                 1 454 041
Acquisition of non-controlling
  interest in subsidiaries                                                         (3 963 568)     (3 963 568)  (9 959 127)  (13 922 695)
Dividend paid                                                                      (3 263 884)     (3 263 884)               (3 263 884)
Balance at 30 June 2011               9 835     8 650 098                  116 032    39 376 153      48 152 118                48 152 118
Total comprehensive income
  for the year                                                           389 143    18 143 152      18 532 295                18 532 295
 Profit for the year                                                               18 143 152      18 143 152                18 143 152
 Other comprehensive
   income for the year                                                   389 143                      389 143                   389 143
Issue of shares                       1 219     8 624 381                                            8 625 600                 8 625 600
Net repurchase of shares               (210)   (2 354 334)                                          (2 354 544)               (2 354 544)
Dividend paid                                                                      (2 794 406)     (2 794 406)               (2 794 406)
Balance at 30 June 2012              10 844    14 920 145                  505 175    54 724 899      70 161 063                70 161 063



                                                          Share         Share     Retained         Total
                                                        capital       premium     earnings        equity
                                                              R             R            R             R
COMPANY
Balance at 30 June 2010                                   9 745     8 112 296    3 569 509    11 691 550
Total comprehensive income for the year                                        4 166 963     4 166 963
Shares issued during the year                               136       720 709                   720 845
Dividend paid                                                                 (3 263 884)   (3 263 884)
Balance at 30 June 2011                                   9 881     8 833 005    4 472 588    13 315 474
Total comprehensive income for the year                                          676 739       676 739
Issue of shares                                           1 219     8 624 381                 8 625 600
Dividend paid                                                                 (2 794 406)   (2 794 406)
Balance at 30 June 2012                                  11 100    17 457 386    2 354 921    19 823 407
Refer to note 14 for detail on share capital movement.

NOTES TO THE ANNUAL FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2012


EARNINGS AND DIVIDENDS PER SHARE
Earnings per share
The calculation of earnings per share is based on the profit attributable to equity holders of R18 143 152 (2011: R11 044 511) and the
weighted average number of ordinary shares in issue during the year of 103 904 368 (2011: 97 245 767). The calculation of fully diluted
earnings per share is based on the profit of R18 143 152 (2011: R11 044 511) and the weighted average number of ordinary shares in issue
during the year of 103 904 368 (2011: 97 245 767).
There is no effect of dilution in the current or prior year.

                                                                                  Group         Group
                                                                                  2012          2011
                                                                                   R             R
Reconciliation between earnings and headline earnings
Earnings attributable to equity holders of the parent                        18 143 152    11 044 511
Adjusted for:
 (Profit)/loss on sale of property and equipment (refer note 2)                (16 655)      101 467
 Impairment of investment                                                                        51
Headline earnings                                                            18 126 497    11 146 029
Basic earnings per share                                           (cents)        17,46         11,36
Headline earnings per share                                        (cents)        17,45         11,46
Fully diluted basic earnings per share                             (cents)        17,46         11,36
Fully diluted headline earnings per share                          (cents)        17,45         11,46


Dividends per share                                                (cents)         2,84          3,41

EVENTS AFTER THE REPORTING DATE
No significant transactions or events have occurred between year-end and the date of this report.

SEGMENT ANALYSIS
During the current year, the Group changed the operating segments to reflect the segments reviewed by management to make strategic decisions. In
fiscal 2011 the segments reported on were based on legal entities. In light of the strategy and way forward, the Group is organised into the following
segments:
 Education  ITS Holdings Ltd
 Manufacturing  Adapt IT (Pty) Ltd and ApplyIT (Pty) Ltd;
 Financial services  BI Planning Services (Pty) Ltd; and
 Other  includes Group head office activities.
Management monitors the operating results of its business units separately for the purpose of making decisions about resource allocation and
performance assessment. Monthly management meetings are held to evaluate segment performance against budget and forecast.
The following tables present revenue and profit information regarding the Group's operating segments for the year ended 30 June 2012 and
30 June 2011, respectively:

                                                                                                            Adjustments
                                                               Manu-          Financial                             and
                                           Education       facturing           Services            Other   eliminations            Total
                                                   R               R                  R                R              R                R
2012
Revenue*                                 103 963 546      97 012 112         23 938 463               22       (145 215)     224 768 928
 Third party                            103 963 546      96 866 897         23 938 463               22                    224 768 928
 Inter-segment                                             145 215                                         (145 215)               

Segment profit/(loss) before taxation     14 467 573      10 947 182          3 477 336          958 291     (4 103 006)      25 747 376
2011
Revenue*                                  93 304 664      91 458 851                          1 138 409     (4 995 386)     180 906 538
 Third party                             93 283 869      87 597 291                             25 378                    180 906 538
 Inter-segment                               20 795       3 861 560                          1 113 031     (4 995 386)               

Segment profit/(loss) before taxation     14 616 932       7 137 166                         (2 304 277)    (1 256 471)      18 193 350

*      Revenue includes sales and services rendered to customers, interest income and dividends received

      The following table presents segment assets, liabilities, revenue and trade receivables by geographic area of the Group's operating segments as at
      30 June 2012 and 30 June 2011:

                                                                                                             Adjustments
                                                                Manu-        Financial                               and
                                            Education       facturing         Services            Other     eliminations             Total
                                                    R               R                R                R                R                 R
2012
Total assets                              115 156 398      96 191 538       10 190 450       59 857 135     (134 517 220)      146 878 301
Total liabilities                          54 900 401      59 008 049        5 687 483       39 911 786      (82 790 481)       76 717 238
Revenue from external customers
 by geographic area**                     103 963 546      97 012 112       23 938 463               22         (145 215)      224 768 928
  South Africa                             56 364 622      47 389 997       23 938 463               22         (145 215)      127 547 889
  African countries***                     39 020 378      41 493 101                                                        80 513 479
  Europe                                    3 499 220                                                                        3 499 220
  Australasia                               5 079 326       6 076 808                                                        11 156 134
  North America                                            2 052 206                                                         2 052 206
Non-current assets by geographic area      69 614 982      22 517 922          520 507       58 578 863      (91 182 397)       60 049 877
  South Africa                             69 586 384      22 517 922          520 507       58 578 863      (91 182 397)       60 021 279
  African countries***                                                                                                              
  Europe                                       10 892                                                                           10 892
  Australasia                                  17 706                                                                           17 706
Trade receivables by geographic area       22 354 524      31 063 614        9 797 885          473 901       (1 173 818)       62 516 106
  South Africa                                118 482      13 214 348        9 797 885          473 901       (1 173 818)       22 430 798
  African countries***                     15 717 114      12 248 922                                                        27 966 036
  Europe                                      327 449                                                                          327 449
  Australasia                               6 191 479       1 852 767                                                         8 044 246
  North America                                            3 747 577                                                         3 747 577

2011
Total assets                              102 382 428      84 578 620                       46 816 571     (128 163 189)      105 614 430
Total liabilities                          52 726 861      53 172 684                       33 378 227      (81 815 460)       57 462 312
Revenue from external customers
 by geographic area**                      93 304 664      91 458 851                        1 138 409       (4 995 386)      180 906 538
  South Africa                             49 469 160      53 184 736                        1 138 409       (4 995 386)       98 796 919
  African countries***                     32 569 179      28 551 336                                                        61 120 515
  Europe                                    3 232 901                                                                        3 232 901
  Australasia                               8 033 424       2 079 719                                                        10 113 143
  North America                                            7 643 060                                                         7 643 060
Non-current assets by geographic area      66 777 118      23 034 579                       46 150 085      (92 092 873)       43 868 909
  South Africa                             66 709 553      23 034 579                       46 150 085      (92 092 873)       43 801 344
  African countries***                                                                                                              
  Europe                                       21 754                                                                           21 754
  Australasia                                  45 811                                                                           45 811
Trade receivables by geographic area       20 201 232      21 774 126                           45 057         (884 834)       41 135 581
  South Africa                              3 170 618       8 536 489                           45 057         (884 834)       10 867 330
  African countries***                      9 429 218       8 480 533                                                        17 909 751
  Europe                                      287 260                                                                          287 260
  Australasia                               7 314 136       1 323 585                                                         8 637 721
  North America                                            3 433 519                                                         3 433 519

**      The revenue information above is based on the location of the customer
***     Africa countries: Ghana, Zambia, Tanzania, Mozambique, Namibia, Malawi, Swaziland, Uganda, Sierra Leone, Zimbabwe and Rwanda
Revenue of approximately R58 812 016 (2011: R40 475 309) is derived from a single external group customer. These revenues are attributable to
the Manufacturing segment.


Basis of preparation
The accounting policies applied in the preparation of these preliminary consolidated audited 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.All amendments to IFRS were considered 
insignificant to current year. These financial statements as set out
in this report have been prepared in terms of, the Companies Act, 2008, as amended, and the JSE
Listings Requirements. The financial statements have been prepared under the historical cost
method, except in the case of property measured at fair value. The financial statements have been
prepared as a going concern.

Audit report
The annual financial statements for the period ended 30 June 2012 have been audited by Ernst &
Young Inc. and their unqualified audit report is available for inspection at the Company`s registered
office.

Events subsequent to reporting date
There are no material events between the period end and the date of this report.

Financial performance
Revenue increased by 24% to R224,8 million against R180,9 million, the annual equivalent of the last
financial year. Operating profit increased by 48% to R22,2 million (2011: R15.0 million). The Basic
Earnings Per Share (EPS) were 54% higher than the comparable period at 17.46 cents per share(cps)
(2011: 11.36 cps), with Headline Earning Per Share (HEPS) 52% higher at 17.45 cps (2011: 11.46 cps).

Over the past five years the Group's revenue has increased fourfold from R58,1 million to R224,8
million, operating profit from R8,5 million to R22,2 million and HEPS from 8,17 cps to 17,45 cps. The
staff complement has more than doubled from 121 to 277 employees at the end of June 2012.

The Adapt IT Group operates as a Group of business divisions led by a core team of executives under
a single Adapt IT Group brand. In the reporting period, the Adapt IT Group operating segments
provided a variety of specialised turnkey IT solutions and services to the education, manufacturing
and financial services sectors.

The Group delivered a sterling financial performance under challenging market conditions, through
the implementation of the sustainable growth and diversification strategy adopted by the board.
The strategy aims to deliver revenue and profits higher than average returns for the South African
ICT market. Some of the key strategic achievements for the year under review included: increasing
education sector market penetration; improving the manufacturing sector operational efficiency;
introducing the financial services sector competence through the BI Planning Services ("BiPS")
acquisition; improving customer service; and maintaining the level 3 BBBEE rating.
The Group is progressing with its initiative to attract new customers, led by operational
management who are implementing the organisations organic growth strategy. The Group continues
to seek earnings enhancing acquisitions.
In spite of the global economy not being expected to experience a dramatic turnaround in the next
financial year, we continue to seek growth prudently and explore diversification into higher growth
sectors to hedge against any downturn. We believe that the Adapt IT Group is well placed to
continue its performance and that it is fast becoming a compelling investment in shareholder
portfolios.

There were no changes to the Board during the year under review.

Appreciation
The Board extends its sincere thanks to the Group`s long-standing and new customers, suppliers,
partners, shareholders and service providers for their ongoing support of Adapt IT. In addition, the
Board thanks Adapt IT`s staff, without whose dedication, hard work, enthusiasm, team spirit, skills
and appetite for growth and change, the Group would not be the industry leader it is today.

Ordinary dividend number 10
The Board has set a policy of considering a dividend once annually, after the year-end. The board has
declared a dividend on a dividend cover ratio of four times as the Group wishes to retain a significant
proportion of profits for future growth activities. The Group will have sufficient working capital to
meet its requirements after the dividend payment. Notice is hereby given that a cash dividend of
4,84 cents per share ("the dividend") has been declared for the year ended 30 June 2012, payable to
shareholders recorded in the books of the Company at close of business on 14 September 2012.

This dividend, having been declared after 30 June 2012, has not been provided for in the financial statements.

The salient dates relating to the cash dividend are as follows:

Last day to trade shares cum dividend        Friday, 7 September 2012
Shares trade ex-dividend                    Monday, 10 September 2012
Record date                                 Friday, 14 September 2012
Payment date                                Monday, 17 September 2012

Share certificates may not be dematerialised or rematerialised during the period 10 September 2012 to 14 September 2012, both days inclusive. 

In terms of the Listings Requirements of the JSE Limited regarding the new Dividends Tax effective 1 April 2012, the following additional information is disclosed:

1.   The dividend should be treated as an income payment;
2.   The local dividend tax rate is 15%;
3.   There are no Secondary Tax on Companies credits utilised against the dividend;
4.   The gross local dividend amount is 4.840 cents per share for shareholders exempt from paying the new Dividends Tax;
5.   The net local dividend amount is 4.114 cents per share for shareholders liable to pay the new DividendsTax;
6.   The issued share capital of Adapt IT is 111 001 011 shares; and
7.   Adapt IT's tax reference number is 9410/002/71/2.



Notice of the Annual General meeting and posting of Annual Report
The integrated annual report will be mailed to shareholders on 3 September 2012.
Notice is hereby given that the 13th Annual General Meeting of shareholders of Adapt IT will be held
at 09:00 am on Friday, 26 October 2012 at 4 & 5 Rydall Office Park, Rydall Vale Crescent, La Lucia Ridge.
The board of directors of the Company determined that, in terms of section 62(3)(a), as read with
section 59 of the Companies Act, 2008 (Act 71 of 2008), the record date for the purposes of
determining which shareholders of the Company are entitled to participate in and vote at the Annual
General Meeting is Friday, 19 October 2012. Accordingly, the last day to trade Adapt IT shares in
order to be recorded in the register to be entitled to vote will be Friday, 12 October 2012.

Directors
Dr Bernard Ravnö* (Chairman), Sbu Shabalala (Chief Executive Officer),
Siboniso Shabalala (Financial Director), Tiffany Dunsdon (Commercial Director), Bongiwe Ntuli*,
Mandla Nhlapo*, Tembisa Dingaan*, Craig Chambers*
*Independent non-executive director

Registered office
4/5 Rydall Vale Office Park
Rydall Vale Crescent
La Lucia Ridge
KwaZulu-Natal
Postal address
PO Box 5207
Rydall Vale Park
La Lucia Ridge Office Estate
Durban, 4019

Transfer secretary
Computershare Investor Services (Proprietary) limited
70 Marshall Street, Johannesburg, 2001
(PO Box 61051, Marshalltown, 2107)

Sponsor
Merchantec Capital

Company secretary
Statucor (Proprietary) Limited

Auditors
Ernst & Young Inc.
Durban

Durban
21 August 2012
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