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Unaudited interim results and cautionary announcement
BONATLA PROPERTY HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1996/014533/06)
Share code: BNT ISIN: ZAE000013694
("Bonatla" or "the company")
UNAUDITED INTERIM RESULTS FOR THE SIX MONTHS ENDED 30 JUNE 2012
AND THE RENEWAL OF THE CAUTIONARY ANNOUNCEMENT
ABRIDGED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
As at As at As at
30 June 2012 30 June 2011 31 December 2011
Six months Six months Year
Unaudited Unaudited Audited
Note R000 R000 R000
ASSETS
Non-current assets 424 132 382 854 404 554
Property, plant and equipment 49 822 25 294 50 063
Investment property 4 220 000 216 310 195 560
Goodwill 5 45 000 3 261 48 261
Other intangible assets 5 1 28 145 1 102
Investments 6 1 604 2 096 1 548
Pre-payments 54 871 55 371 55 178
Deferred taxation 2 353 2 377 2 361
Deposits 50 481 50 000 50 481
Current assets 77 444 88 846 77 730
Inventories 321 487
Trade and other receivables 74 888 87 405 75 444
Pre-payments current portion 582 582 582
Cash and cash equivalents 1 653 859 1 217
Non-current assets held for sale 7 13 000 42 500 13 000
Total assets 514 576 514 200 495 284
EQUITY AND LIABILITIES
Equity capital and reserves 380 119 403 108 382 903
Share capital 8 227 340 254 570 225 840
Shares to be issued 9 247 067 238 308 249 687
Accumulated loss (89 183) (89 770) (92 624)
Minority interests 10 (5 105)
Non-current liabilities 79 375 67 172 54 157
Borrowings long term 11 56 070 51 929 36 883
Deferred taxation 23 305 15 243 17 274
Current liabilities 55 082 43 920 58 224
Borrowings short term 11 32 619 29 653 35 044
Trade and other payables 14 117 8 844 12 676
Bank overdraft 1 952 1 270 5 361
Taxation 6 394 4 153 5 143
Total equity and liabilities 514 576 514 200 495 284
cents cents cents
Net asset value per share 31,16 61,09 31,03
Net tangible asset value per share 27,47 56,33 27,03
Ordinary shares in issue (including to be issued) 1 219 849 285 659 815 961 1 233 849 285
Diluted asset value per share 31,16 42,25 31,03
Diluted tangible asset value per share 27,47 38,96 27,03
Total shares (ordinary and preference) and
including to be issued 1 219 849 285 954 179 000 1 233 849 285
ABRIDGED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
For the For the For the
six months ended six months ended 12 months ended
30 June 2012 30 June 2011 31 December 2011
Unaudited Unaudited Audited
Note R000 R000 R000
Revenue 16 449 20 477 37 653
Cost of sales (10 924) (6 570) (16 052)
Gross margin 5 525 13 907 21 601
Other income 1 050 6 753 17 240
Operating costs (12 744) (9 687) (23 014)
Goodwill impairment (35) (36)
Bargain purchase 15 927 16 927
Fair value adjustment 4 24 440
Operating profit 18 271 26 865 32 718
Results from operating activities 18 271 26 865 32 718
Investment revenue 1 1 501 2 803
Finance charges (7 250) (4 978) (8 764)
Profit before taxation 11 022 23 388 26 757
Taxation (7 290) (3 829) (9 820)
Profit from continuing operations 3 732 19 559 16 937
Loss from discontinued operations 12 (5 396) (148) (380)
(Loss)/profit for the period (1 664) 19 411 16 557
Other comprehensive income
Total comprehensive (loss)/income for the period (1 664) 19 411 16 557
Represented by:
Ordinary shareholders continuing operations 8 837 19 559 16 937
discontinued operations (5 396) (148) (380)
Ordinary shareholders 3 441 19 411 16 557
Minority shareholders (5 105)
Total comprehensive (loss)/income for the period (1 664) 19 411 16 557
Earnings per share information (cents)
Earnings per share 0,28 2,94 1,70
Diluted earnings per share 0,28 2,33 1,70
Weighted average ordinary shares in issue for basic
and headline earnings per share 1 219 849 285 659 689 468 973 002 000
Weighted average ordinary and preference shares in issue
for diluted earnings per share 1 219 849 285 834 535 780 973 002 000
ABRIDGED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
Con-
vertible Retained
pre- earnings/
ference Shares (Accumu-
Share share Share Treasury to be lated Minority
capital capital premium shares issued loss) interests Total
GROUP R000 R000 R000 R000 R000 R000 R000 R000
Balance at 31 December 2010 5 002 287 249 281 190 491 (109 181) 335 880
Ordinary shares to be issued to settle
vendor liability 47 927 47 927
Total comprehensive income for the
six months 19 411 19 411
Balance at 30 June 2011 5 002 287 249 281 238 418 (89 770) 403 218
Preference shares converted (287) (28 443) 28 730
Treasury shares (17 461) (17 461)
Total comprehensive loss for the six months (2 854) (2 854)
Balance at 31 December 2011 5 002 220 838 (17 461) 267 148 (92 624) 382 903
Ordinary shares to be issued cancelled (1 120) (1 120)
Ordinary shares issued 200 1 300 (1 500)
Total comprehensive loss for the six months 3 441 (5 105) (1 664)
Balance at 30 June 2012 5 202 222 138 (17 461) 264 528 (89 183) (5 105) 380 119
ABRIDGED CONSOLIDATED STATEMENTS OF CASH FLOW
As at As at As at
30 June 2012 30 June 2011 31 December 2011
six months six months 12 months
Unaudited Unaudited Audited
R000 R000 R000
Cash outflows from operating activities (12 306) (23 448) (31 501)
Cash (outflows)/inflows from investing activities (611) 30 099 32 025
Cash inflows/(outflows) from financing activities 16 762 (8 217) (5 823)
Net increase/(decrease) in cash and cash equivalents 3 845 (1 566) (5 299)
Cash and cash equivalents at the beginning of the period (4 144) 1 155 1 155
Cash and cash equivalents at the end of the period (299) (411) (4 144)
Reflected on the Statements of Financial Position as follows:
Cash and cash equivalents 1 653 859 1 217
Bank overdraft (1 952) (1 270) (5 143)
Total per above (299) (411) (4 144)
COMMENTARY
1 Basis of preparation
The unaudited abridged interim results for the six months ended 30 June 2012 (prepared in accordance with IAS 34 Interim Financial Reporting)
have been prepared in accordance with accounting policies consistent with International Financial Reporting Standards and with those applied in
previous periods.
2 Commentary on results
In spite of the difficulties in the manufacturing business where the kiln, purchased last year, was not operational by 30 June 2012, and which incurred
losses of R10,4 million for the first six months, the company made a profit after tax of R3,441 million.
The Board of Directors decided to withdraw from the document and storage business and to concentrate on the Investment property business. A once-
off impairment of R5,4 million was incurred. Action has been taken to recover all related costs to the company.
The Bebinchand Seevnarayan litigation was lost and R1,5 million was expensed in the 2011 year (after 30 June 2011) and R1,8 million was expensed
in the period ended 30 June 2012.
The revenue during the first six months of 2012 (compared to the first six months of 2011) has decreased by 20% due to lower production of the
manufacturing segment and a risk and performance fee being charged in 2011 (not applicable in 2012).
3 Segmental analysis
The basis of segmentation has remained the same as used in the last annual financial statements.
30 June 2012 30 June 2011 31 December 2011
six months six months 12 months
Segmental assets R000 R000 R000
Investment property Leisure 55 586 55 954 55 877
Investment property Industrial 50 409 50 218 58 188
Investment property Commercial and Retail 333 162 338 750 303 800
Document storage 5 626 6 160
Head office 19 768 24 708 18 769
Manufacturing 55 651 38 944 52 490
Consolidated 514 576 514 200 495 284
Before After
re-allocation Re-allocation re-allocation
30 June 2012 30 June 2012 30 June 2012 30 June 2011 31 December 2011
six months six months six months six months 12 months
Segmental liabilities R000 R000 R000 R000 R000
Investment property Leisure
Investment property Industrial 24 443 (16 429) 8 014 19 286 27 793
Investment property
Commercial and Retail 52 092 27 429 79 521 48 172 35 970
Document storage 764
Head office 42 649 (3 000) 39 649 37 263 34 245
Manufacturing 15 273 (8 000) 7 273 6 371 13 609
Consolidated 134 457 134 457 111 092 112 381
The document and storage business was discontinued and the assets and liabilities as at 31 December 2011 have been impaired.
The Investment property Commercial and Retail assets increased due to The Tut, The Heights buildings being revalued by R24,4 million.
The Investment property Commercial and Retail liabilities (before the re-allocation) increased due to the deferred tax of R4,562 million on the fair
value adjustment, the Nedbank term loan of R4,171 million and the maintenance costs of R1,915 million incurred in 2012.
The Head office liabilities (before the re-allocation) increased due to loans of R3,571 million being raised, a litigation obligation of R1,853 million
accrued and interest of R1,253 million due to related parties.
The re-allocation relates to Nedbank facilities, previously sitting in the Investment property Industrial, the Manufacturing and the Head office
segments, now re-allocated to the Investment property Commercial and Retail segment. The restructuring of the Nedbank facility was done in order
to match medium term commitment with a medium term facility and to reduce the cost of the borrowings.
The non-current assets held for sale of R13 million are reflected in the Investment property Commercial and Retail segment.
3 Segmental analysis continued
Segment revenues and results by reportable segment: income statement
Net revenue after elimination of inter-segment revenue: 30 June 2012 30 June 2011 31 December 2011
six months six months 12 months
R000 R000 R000
Continuing operations
Investment property Leisure
Investment property Industrial 1 643 995
Investment property Commercial and Retail 14 655 10 677 25 598
Document storage
Head office 1 002 5 284 6 286
Manufacturing 792 2 873 4 774
Total revenue 16 449 20 477 37 653
Discontinued operations 2 938
Total 16 449 20 477 40 591
The document and storage business was discontinued.
The Head office a risk and performance fee was charged in 2011. This is not applicable in 2012.
The Manufacturing segments revenue is down due to down time and problems associated with the commissioning of the new kiln.
The Investment property Commercial and Retail segments revenue increased due to the revenue of the last three Bluezone Investment properties
only being accounted for from 1 July 2011. This additional income, reflected also in the first six months of 2012, was partially offset by no revenue
from the three Investment properties which were sold in 2011.
Segment results after elimination of inter-segment revenue and costs
30 June 2012 30 June 2011 31 December 2011
six months six months 12 months
R000 R000 R000
Investment property Leisure (292) (822) (1 176)
Investment property Industrial (64) 1 101 765
Investment property Commercial and Retail 4 508 7 279 13 310
Document storage
Head office (6 042) 1 095 (3 921)
Manufacturing (4 279) 2 320 6 849
Results from operating activities (6 169) 10 973 15 827
Investment revenue 1 1 501 2 803
Finance charges (7 250) (4 978) (8 764)
(Loss)/profit before taxation and discontinued operations (13 418) 7 496 9 866
Fair value adjustment 24 440
Goodwill impairment (35) (36)
Bargain purchase 15 927 16 927
Profit before taxation and discontinued operations 11 022 23 388 26 757
Taxation (7 290) (3 829) (9 820)
Loss from discontinued operations (5 396) (148) (380)
Total comprehensive (loss)/income (1 664) 19 411 16 557
Segmental analysis by sector GLA m2 %
Offices 15 708 29,7
Retail 1 145 2,2
Industrial 17 000 32,1
Student accommodation 19 081 36
52 934 100,0
Segmental analysis by tenant GLA m2 %
A and B tenants 30 967 58,5
C tenants 21 967 41,5
52 934 100,0
4 Investment property
The Tut, The Heights buildings at Philip Nel Park, Tshwane was revalued from R70,560 million to R95 million resulting in a fair value adjustment of
R24,440 million. A major revamp of the 19 buildings has been completed which will allow higher rentals to be charged next year, which will still be
below the market rate. The valuation methodology of all the investment properties has not changed.
5 Goodwill and other intangible assets
Goodwill of R3,261 million, Intellectual Property of R1 million and computer software of R100 728 was impaired resulting from the document and
storage business being discontinued. These figures are included in the R5,396 million reflected as loss from discontinued operations.
6 Investments
Bonatla purchased a claim from an Investor which had an investment in a company that had been placed into liquidation. This was done in order to
apply for a business rescue of the company. This investment has been impaired to the amount which is expected to be received from the liquidator.
7 Non-current assets held for sale
The company intends to dispose of the land and buildings situated at 20 Madeline Street, Florida, Johannesburg during 2012 (value R13 million). There
are no non-current liabilities relating to the assets held for sale and the assets, at the reporting date, have not been pledged as security.
8 Share capital Share capital and Number
Reconciliation: share premium of shares
R000
Shares issued 31 December 2011 5 002 500 209 728
2 April 2012 200 20 000 000
ordinary share capital 5 202
share premium 222 138
Total 30 June 2012 227 340 520 209 728
9 Shares to be issued
Ordinary 12 Bluezone property acquisitions 268 971 369 969 272
CDA preference shares converted 28 730 349 515 085
settle liabilities 4 000 50 000 000
Total number of ordinary shares in issue (and to be issued) 301 701 769 484 357
Less:
Fair value of shares to be issued adjustment (three Investment properties
companies acquired in 2011) (37 173)
Treasury shares (17 461) (69 844 800)
Fair value shares to be issued at 30 June 2012 247 067 699 639 557
Total issued shares and shares to be issued 1 219 849 285
Note that 14 million shares to settle liabilities of R1 120 000 was cancelled in 2012
Weighted average shares in issue for basic and headline (loss)/earnings per share 1 219 849 285
Weighted average shares in issue for diluted basic and headline (loss)/earnings per share 1 219 849 285
10 Minority interests
The minority shareholders in the activated carbon and charcoal business shared in their proportions of the loss (R5,105 million) made during the first
six months of 2012.
11 Borrowings
Total borrowings increased by R16 762 000 from R71 927 000 (at 31 December 2011) to R88 689 000 at 30 June 2012. This increase was used
to finance the legal costs and a claim purchased relating to the business rescue of the company owning the Blaauwberg Hotel, the working capital
requirements of the activated carbon and charcoal business, the costs of the circular detailed in 19 below and maintenance costs relating to the
Investment properties.
12 Loss from discontinued operations
The directors decided to withdraw from the document and storage business to enable them to concentrate solely on the Investment property and the
Manufacturing businesses.
Six months ended Six months ended Year ended
30 June 2012 30 June 2011 31 December 2011
R000 R000 R000
The net cash outflows from the discontinued operations is as follows:
Cash outflows from operating activities (2)
Cash outflows from investing activities (28)
Cash inflows/(outflows) from financing activities
Net decrease in cash and cash equivalents (30)
Cash and cash equivalents at the beginning of the period
Cash and cash equivalents at the end of the period (30)
Reflected on the Statements of Financial Position as follows:
Cash and cash equivalents
Bank overdraft (30)
Total as per above (30)
The break-down of the loss from discontinued operations is as follows:
Revenue 2 938
Cost of sales (1 182)
Gross margin 1 756
Other income 10
Operating expenses (5 396) (158) (2 127)
Results from operating activities (5 396) (148) (371)
Investment income
Finance charges (9)
Loss before taxation (5 396) (148) (380)
Taxation
Loss after taxation (5 396) (148) (380)
13 Reconciliation of headline (loss)/profit Six months ended Six months ended Year ended
30 June 2012 30 June 2011 31 December 2011
R000 R000 R000
Profit attributable to ordinary equity holders of the parent entity 3 441 19 411 16 557
Goodwill and IP impairment 4 261 35 36
Bargain purchase (15 927) (16 927)
Fair value adjustment (net of deferred tax) (19 878)
Headline (loss)/profit (12 176) 3 519 (334)
Earnings per share information cents cents cents
Earnings per share 0,28 2,94 1,70
Diluted earnings per share 0,28 2,33 1,70
Headline (loss)/earnings per share (1,00) 0,53 (0,03)
Diluted headline (loss)/earnings per share (1,00) 0,42 (0,03)
Weighted average shares in issue for basic and headline
(loss)/earnings per share 1 219 849 285 659 689 468 973 002 000
Weighted average shares in issue for diluted basic and
headline (loss)/earnings per share 1 219 849 285 834 535 780 973 002 000
14 Events after the reporting date
Bonatla was not successful in its bid to have the Blaauwberg Hotel placed into business rescue. The Blaauwberg Hotel was placed into liquidation.
15 Dividends
No dividends were declared during the period.
16 Management of the property portfolio
There are no appointed asset managers and this function is managed by the company during the period under review. The property management
function is carried out by CDA Property Consultants (Pty) Limited, of which the sole shareholder is C Douglas, who also is an Executive director
of Bonatla.
17 Board of Directors
* Mr RL Rainier
# Mr MH Brodie
* Mr DA Scott re-elected as director on 3 August 2012
* Mr DBW King resigned as a director on 1 March 2012
* Mr NG Vontas re-elected as director on 3 August 2012
# Mr SST Ngcobo
* Ms C Douglas re-appointed as a director on 3 August 2012
# Mr I Dawood resigned as director on 31 January 2012
# Mr W Voigt re-appointed as director on 3 August 2012
* executive director # non-executive and independent director
18 Contingent liabilities
Various litigations, which are being defended by Bonatla, have been instituted against Bonatla and the dates of the legal cases still have to be set down.
19 Future prospects
The activated carbon and charcoal business is expected to return to profitability in 2013.
The company is engaged in various acquisition negotiations which will be finalised after the existing shareholders have approved the circular, which is
presently with the JSE Limited, awaiting their approval.
20 Renewal of cautionary announcement
Shareholders are referred to the previous cautionary announcements dated 27 January 2012, 6 March 2012 27 March 2012, 26 April 2012, 18 June
2012 and 29 June 2012, respectively, and are advised that certain negotiations referred to therein are still in progress.
Shareholders are accordingly advised to continue to exercise caution in dealing in their securities until a further announcement in this regard is made.
18 October 2012
Johannesburg
Directors:
MH Brodie, NG Vontas, SST Ngcobo, DA Scott, RL Rainier, C Douglas, W Voigt
Registered address:
623 Prince George Avenue, Brenthurst, Brakpan, 1541
Company Secretary:
Gold Equity Registrars C.C.
Transfer Secretaries:
Computershare Investor Services (Pty) Limited
Auditors:
Nolands Inc.
Sponsor:
Arcay Moela Sponsors (Pty) Limited
Date: 24/10/2012 05:45:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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