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KELLY GROUP LIMITED - Condensed consolidated audited results for the year ended 30 September 2013

Release Date: 27/11/2013 12:00
Code(s): KEL     PDF:  
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Condensed consolidated audited results for the year ended 30 September 2013

KELLY GROUP LIMITED (Incorporated in the Republic of South Africa)              
Registration number 1999/026249/06               
Share code: KEL    ISIN: ZAE000093373
("Kelly Group" or "the Group")

Condensed consolidated audited results
for the year ended 30 September 2013

HIGHLIGHTS

Profits attributable to shareholders of
R37.8 million
(2012: R27.1 million loss)

Headline earnings per share of
9.0 cents
(2012: 25.9 cents loss)

Strengthening of balance sheet through sale of US
operations for US$11 MILLION

Effective working capital management and tight cost control
DAYS SALES OUTSTANDING 29 DAYS VERSUS 32 DAYS
SA OVERHEADS DOWN R35.1 MILLION (11%) ON 2012


CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

                                                                                         Represented(1)
                                                                                2013            2012         %
                                                                   Note        R'000           R'000     change
CONTINUING OPERATIONS
Revenue                                                               2    1 422 637       1 440 479         (1)
Cost of sales                                                             (1 125 476)     (1 131 797)
Gross profit                                                                 297 161         308 682         (4)
Operating expenses                                                          (274 523)       (305 722)
Earnings before interest, tax, depreciation and
amortisation (EBITDA)                                                         22 638           2 960        665
Depreciation and amortisation                                                (10 658)        (14 541)
Operating profit/(loss)                                                       11 980         (11 581)       203
Fair value adjustments                                                         2 040               –
Share of net profit from joint ventures and associate	                          87             241
Profit on sale of controlling interest in subsidiary                               –           6 692
Impairments                                                           3      (35 109)        (14 588)
Loss before net finance costs                                                (21 002)        (19 236)       (9)
Finance income                                                                 4 878           4 326
Finance costs                                                                (18 724)        (21 786)
Loss before taxation                                                         (34 848)        (36 696)        5
Taxation                                                              4       (3 360)         (4 507)
Loss for the year from continuing operations                                 (38 208)        (41 203)        7
DISCONTINUED OPERATIONS
Profit for the year from discontinued operations                      1       76 132          13 049
Profit/(loss) for the year                                                    37 924         (28 154)      235
– Attributable to owners of the parent                                        37 831         (27 059)
– Attributable to non-controlling interests                                       93          (1 095)
Other comprehensive income/(loss)
– Exchange difference on translating foreign operations                        7 646           1 910
– Foreign currency translation reserve recycled through 
  profit or loss                                                      1      (24 479)              –
Total comprehensive profit/(loss) for the year                                21 091         (26 244)      180
– Attributable to owners of the parent                                        20 998         (25 149)
– Attributable to non-controlling interests                                       93          (1 095)
EARNINGS/(LOSS) PER SHARE (CENTS)
Basic attributable
Loss per share from continuing operations                                      (38.9)          (40.7)        5
Earnings per share from discontinued operations                                 77.3            13.2       483
Total earnings/(loss) per share                                                 38.4           (27.5)      240
Basic headline
Loss per share from continuing operations                                       (5.4)          (39.1)       86
Earnings per share from discontinued operations                                 14.4            13.2         8
Total earnings/(loss) per share                                                  9.0           (25.9)      135
Diluted attributable
Loss per share from continuing operations                                      (38.7)          (40.7)        5
Earnings per share from discontinued operations                                 77.0            13.2       481
Total earnings/(loss) per share                                                 38.3           (27.5)      239
Diluted headline
Loss per share from continuing operations                                       (5.4)          (39.1)       86
Earnings per share from discontinued operations                                 14.4            13.3         8
Total earnings/(loss) per share                                                  9.0           (25.8)      135


RECONCILIATION OF HEADLINE EARNINGS

                                                                                                     Represented(1)
                                                                                             2013            2012
                                                                                   Note     R'000           R'000
CONTINUING OPERATIONS
Loss attributable to owners of the parent                                                 (38 301)       (40 108)
(Profit)/loss on disposed property, equipment and other intangibles (net of tax)             (438)           546
Impairments (net of tax)                                                              3    33 439          7 741
Profit on sale of controlling interest in subsidiary                                            –         (6 692)
Headline loss                                                                              (5 300)       (38 513)
DISCONTINUED OPERATIONS                                                               1
Profit attributable to owners of the parent                                                76 132         13 049
Loss on disposed property, equipment and other intangibles (net of tax)                         –             12
Profit on sale of discontinued operations                                                 (37 496)             –
Foreign currency translation reserve recycled through profit or loss                      (24 479)             –
Headline earnings                                                                          14 157          13 061
Total headline earnings/(loss)                                                              8 857         (25 452)


RECONCILIATION OF SHARES ISSUED

                                                     2013       2012
                                                     '000       '000
Basic
Shares in issue                                   100 000    100 000
Shares held as treasury shares                     (1 558)    (1 558)
Weighted average                                   98 442     98 442
Diluted
Weighted average                                   98 442     98 442
Dilutive effect of equity-settled share reserve       447         34
Diluted weighted average                           98 889     98 476


CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION

                                                      2013       2012
                                            Note     R'000      R'000
ASSETS
Non-current assets                                 158 778    219 848
Property and equipment                               7 998     11 278
Goodwill                                      3       888      21 338
Trademarks                                    3     83 850     92 131
Other intangible assets                       3     22 645     40 527
Interests in joint ventures and associate     3       929      10 503
Deferred taxation                             4     42 468     44 071
Current assets                                     403 886    380 628
Inventories                                          1 547        903
Loans to joint ventures and associate               15 218     13 974
Trade and other receivables                        188 159    254 665
Taxation                                               671        446
Cash and cash equivalents                     5    198 291    110 640

TOTAL ASSETS                                       562 664    600 476
EQUITY AND LIABILITIES
Capital and reserves                               244 642    227 403
Share capital and share premium                    305 779    305 779
Accumulated loss                                   (67 208)   (87 001)
Other components of equity                           6 071      4 759
Attributable to owners of the parent               244 642    223 537
Non-controlling interests                                –      3 866
Non-current liabilities                            104 978     13 686
Interest-bearing borrowings                   6    100 000        435
Provisions                                             80       6 923
Trade and other payables                             2 882      4 038
Deferred taxation                                    2 016      2 290
Current liabilities                                213 044    359 387
Interest-bearing borrowings                   6     41 442    152 700
Loan from associate                                      –         58
Provisions                                           1 300      6 800
Accruals for staff benefits                         44 326     58 616
Trade and other payables                      5    125 075    118 527
Taxation                                              901       1 222
Bank overdraft                                           –     21 464

TOTAL EQUITY AND LIABILITIES                       562 664    600 476


CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

                                                                                                       Represented(1)
                                                                                               2013            2012
                                                                                     Note     R'000           R'000
Loss before taxation from continuing operations                                             (34 848)        (36 696)
Adjustments                                                                                  59 146          42 111
Cash from operations before working capital changes                                          24 298           5 415
Net changes in working capital and other movements                                           33 306          11 038
Cash generated from operations                                                               57 604          16 453
Net finance costs                                                                           (13 846)        (17 460)
Dividends paid                                                                                 (118)           (706)
Taxation (paid)/received                                                                     (6 870)            492
Cash flows from/(to) operating activities                                                    36 770          (1 221)
Cash flows from investing activities                                                         84 678          11 286
Cash flows (to)/from financing activities                                                   (11 693)          1 058
Net increase in cash and cash equivalents from continuing operations                        109 755          11 123
Net (decrease)/increase in cash and cash equivalents from
discontinued operations                                                                        (640)          4 866
– Cash flows from operating activities                                                       (2 297)          5 408
– Cash flows from investing activities                                                       (2 996)         (1 906)
– Forex translation difference on offshore cash related to discontinued operations            4 653           1 364
Net cash and cash equivalents at the beginning of the year                                   89 176          73 187
Net cash and cash equivalents at the end of the year                                   5    198 291          89 176

STATEMENT OF CONSOLIDATED CHANGES IN EQUITY

                                                                                                  Foreign    Equity due to
                                                                              Share capital      currency        change in     Share-based                                       Non-
                                                                                  and share   translation       control of         payment    Accumulated                  controlling
                                                                                    premium       reserve         interest         reserve           loss     Sub-total      interests       Total
                                                                        Note          R'000         R'000            R'000           R'000          R'000         R'000          R'000       R'000
Balance at 1 October 2011                                                           305 779        14 923          (18 038)          4 296        (59 942)      247 018          1 188     248 206
Sale of controlling interest in subsidiary                                                –             –                –               –              –             –          4 479       4 479
Share-based payment reserve                                                               –             –                –           1 668              –         1 668              –       1 668
Total comprehensive loss for the year                                                     –         1 910                –               –        (27 059)      (25 149)        (1 095)    (26 244)
Dividends paid                                                                            –             –                –               –              –             –           (706)       (706)
Balance at 1 October 2012                                                           305 779        16 833          (18 038)          5 964        (87 001)      223 537          3 866     227 403
Acquisition of non-controlling interests in subsidiaries                                  –             –           (1 863)              –              –        (1 863)        (3 841)     (5 704)
Transfer to distributable reserves on sale of discontinued operations     1               –             –           18 038                –       (18 038)            –              –           –
Share-based payment reserve                                                               –             –                –           1 970              –         1 970              –       1 970
Total comprehensive profit for the year                                                   –       (16 833)               –               –         37 831        20 998             93      21 091
Dividends paid                                                                            –             –                –               –              –             –           (118)      (118)
Balance at 30 September 2013                                                        305 779             –           (1 863)          7 934        (67 208)      244 642              –     244 642


CONDENSED CONSOLIDATED SEGMENTAL ANALYSIS

                                                    Revenue(1)               Operating profit(1)            Profit for the year(1)          Total assets                 Total liabilities
                                                 2013            2012      2013               2012       2013                2012       2013             2012         2013                2012
                                                R'000           R'000     R'000              R'000      R'000               R'000      R'000            R'000        R'000               R'000
Staffing, skills and value added services   1 422 637       1 440 479    33 572             12 135     27 327              10 955    422 638          368 950      134 375             109 324
Central costs                                       –               –   (21 592)           (23 716)   (65 535)            (52 158)   140 026          132 847      183 647             215 319
Continuing operations                       1 422 637       1 440 479    11 980            (11 581)   (38 208)            (41 203)   562 664          501 797      318 022             324 643
Discontinued operations – USA                       –               –         –                  –     76 132              13 049          –           98 679           –               48 430
Total                                       1 422 637       1 440 479    11 980            (11 581)    37 924             (28 154)   562 664          600 476      318 022             373 073


NOTES

1. Discontinued operations and representation of 2012 financial results

   During the year, the Group sold its US operations, in line with the strategy to focus on its core South African
   businesses.

   The 2012 financial results have been represented to reflect IFRS 5 – Non-current Assets Held for Sale and
   Discontinued Operations – accounting treatment of the US operations. In accordance with IFRS 5 these operations
   were recorded as discontinued operations. Net income and losses from these activities and the profit on sale of these
   operations have been recorded on a separate line entitled "Profit for the year from discontinued operations" and
   have been represented in both the Condensed Consolidated Statement of Comprehensive Income and Condensed
   Consolidated Statement of Cash Flows for the years under consideration.

   The effect of the discontinued operations on the Group's financial performance in the current and comparative years is:

                          2013      2012
                         R'000     R'000
   Revenue             486 938   533 828
   Gross profit         94 000   105 754
   EBITDA               21 859    23 684
   Operating profit     19 431    21 106
   Profit before tax    19 544    21 237
   Profit after tax     14 157    13 049


Profit for the year from discontinued operations:
                                                                          2013      2012
                                                                         R'000     R'000
Sales consideration (net of transaction costs)                         115 037         –
Net book value of net assets derecognised on sale                      (77 541)        –
Profit on sale                                                          37 496         –
Profit after tax                                                        14 157    13 049
Foreign currency translation reserve recycled through profit or loss    24 479         –
                                                                        76 132    13 049

In addition to the above financial effects on the results, an amount of R18.0 million has been transferred from the
Equity due to change in control of interest reserve, to distributable reserves.

2. Revenue                          Restated(1)
                            2013        2012
                           R'000       R'000
Placement fees            60 905      64 783
Temporary staffing     1 217 239   1 238 090
Skills training          114 652      97 558
Other revenue             29 841      40 048
                       1 422 637   1 440 479

3.   Impairments

     The impairment charge includes the impairment of goodwill and trademarks amounting to R9.8 million (2012:
     R7.0 million). This follows impairment testing, which is performed annually on all goodwill and trademark assets held
     within the Group. The charge also includes the impairment of loan receivables to, and interests in, joint ventures and
     associates amounting to R11.2 million (2012: R6.7 million). Additionally, other intangible assets were impaired by
     R14.1 million (2012: R0.9 million).

4.   Taxation

     The entity in the Group that benefits from learnership allowances, has generated a substantial tax loss. Management
     have recognised a deferred tax asset relating to unused tax losses to the extent that they are considered to be
     probable to be offset against the Group's taxable profit expected to arise in the future. The value of the asset not
     recognised at 30 September 2013 amounts to R33.3 million (2012: R19.3 million), which has effectively increased
     the tax charge by R14.0 million (2012: R19.3 million).

5.   Cash and cash equivalents and trade and other payables

     The Group holds cash on behalf of third parties, and is reported as follows:

                                                2013       2012
                                               R'000      R'000
Included in cash and cash equivalents         34 138     12 612
Less: Included in trade and other payables   (34 138)   (12 612)
Net effect on the Group                            –          –

6.  Interest-bearing borrowings

                           2013      2012
                          R'000     R'000
Debentures              100 000   152 177
Revolving credit note    41 380         –
Finance leases               62       958
                        141 442   153 135

Debentures and a revolving credit note have been issued to Investec Bank Limited, and comprise R100 million of
18-month debentures that are repayable on 31 October 2014, and a R40 million revolving credit note (being the
utilised portion of an available R50 million revolving credit note facility). The debentures bear interest at an effective
fixed rate of 10.1% per annum (adjusted for structuring fees), and the revolving credit note bears interest at a variable
rate linked to prime. The instruments are secured by a cession of South African trade receivables amounting to
R162 million (2012: R164 million).

COMMENTS

Performance overview

Kelly Group is pleased to advise that the turnaround strategy implemented under current management is now starting to
yield benefits as reflected in the improved year-on-year results of the Group. Profits attributable to shareholders reverted
from a prior year loss to a profit of R37.8 million for the year and, after adjusting for capital profits and losses, the Group
returned headline profits of 9.0 cents per share (2012: 25.9 cents loss). Management is cognisant that industry conditions
remain challenging and much is still needed to be achieved to restore the market position and profitability of the Group.

The Group concluded the strategic sale of its US operations for US$11 million during the course of the year and the
balance of this commentary is therefore focused on the continuing SA operations.

Notwithstanding continued pressures on revenues and margins across the SA staffing businesses, there are encouraging
signs of good revenue growth on Kelly's large corporate accounts resulting from improved servicing strategies. These
strategies are now being rolled out to the next tier of clients. The blue collar businesses, InnStaff and Kelly Industrial,
continued to grow and both businesses reported improved results, despite this area of the labour market being
characterised by unrest and strikes. Torque IT, the Group's skills development arm, once again reported solid results.

Accountants On Call, Frontline Recruitment, PAG and Renwick Talent have undergone a brand consolidation and are
now part of Kelly, operating as Kelly Professional Assignments. This dedicated team is led by new management with a
renewed operational focus. This strategic decision resulted in the impairment of all the trademarks and goodwill
associated with these brands and was expensed during the year. In addition, the board decided to impair a number of
capitalised software items that no longer have value in use.

Major success was achieved in controlling overhead costs with the SA operations achieving a R35.1 million or 11% saving
in costs year-on-year. Continued focus on streamlining of processes, cost containment and working capital management
is a part of the Group's strategy going forward. Cash generated from operations continues to improve and despite the
challenging collection environment, the Group's DSO's improved to 29 days at year-end versus 32 days in the comparative
year. As a result, the SA operations reverted from a prior year loss to a R12.0 million operating profit for the year and cash
generated from operations increased substantially to total R57.6 million for the year.

Net finance costs totalled R13.8 million (2012: R17.5 million). The year-on-year reduction resulted from the restructuring
of the Group's funding in May 2013 and the receipt of the proceeds from the US sale in August 2013. These items will
benefit the full period in the next financial year.

The effective tax rate for the current period was negatively impacted by unrecognised deferred tax assets of R14.0 million
relating to taxable losses in parts of the Group.

Dividend

No dividend is proposed in order to execute on the stated strategy of investing and growing the South African business.

Basis of preparation

The preliminary condensed financial results included in this announcement have been prepared in accordance with the
measurement and recognition criteria of International Financial Reporting Standards ("IFRS") and have been prepared in
accordance with the presentation and disclosure requirements of IAS 34 – Interim Financial Reporting. In addition they
have been prepared in accordance with the requirements of the Companies Act of South Africa, 2008, as amended, the
JSE Listings Requirements and the SAICA Financial Reporting Guides as issued by the Accounting Practices Committee
and Financial Reporting Pronouncements as issued by the Financial Reporting Standards Council. These financial results
have been prepared under the supervision of Lionel Wilson CA(SA), the Group Financial Director. The directors of Kelly
take full responsibility for the preparation of the preliminary report and ensuring that the financial information has been
correctly extracted from the underlying annual financial statements. The Group's independent auditors have audited the
Group's results and their unqualified report is available for inspection at the Company's registered office. The auditors'
report does not necessarily cover all of the information contained in this announcement. Shareholders are therefore
advised that in order to obtain a full understanding of the nature of the auditors' work they should obtain a copy of that
report together with the accompanying financial information from the registered office of the Company.

Accounting policies

The same accounting policies, presentation and measurement principles have been followed in the preparation of the
preliminary condensed financial information for the year ended 30 September 2013 as were applied in the preparation of
the Group's annual financial statements for the year ended 30 September 2012, apart from the adoption of the
amendments to IAS 1 – Presentation of Items of Other Comprehensive Income.

Changes to directors

Rex Tomlinson joined the board on 14 December 2012. Babalwa Ngonyama previously tendered her resignation which
is effective 31 December 2013. Corrie Roodt and Malcolm McCulloch have tendered their resignations to be effective
from 31 December 2013. Their resignations are part of the process of rationalising the board and its committees and the
board thanks them for their lengthy service to the Group. Rex Tomlinson is appointed as the lead independent director
in place of McCulloch and Yvonne Dladla is appointed as a member of the Audit Committee in place of Roodt.

Prospects

The amendments to the Labour Relations Act were passed by the National Assembly in Parliament and the National
Council of Provinces, and are now awaiting signature by the Presidency. The effect of these amendments, which have
caused confusion in the marketplace, is difficult to quantify, but the expected industry consolidation should be positive
for the Group. Notwithstanding the uncertain and challenging environment, there is evidence that the Group's turnaround
strategy is working and management is firmly focused on restoring the Group's market position and profitability.

For and on behalf of the board

MM Ngoasheng	                                                            GJ Tindall
Chairman	                                                            Chief Executive

27 November 2013


Registered office: 6 Protea Place, corner Fredman Drive, Sandton 
Transfer secretaries: Computershare Investor Services Proprietary Limited         
Sponsor: PSG Capital
Auditors: Grant Thornton
Directors: MM Ngoasheng (Chairman), MW McCulloch (Lead Independent Director), GJ Tindall* (Chief Executive), Y Dladla, MG Ilsley, B Ngonyama, CJ Roodt, RG Tomlinson and L Wilson* (Financial Director) *Executive
Company secretary: KH Fihrer

Our website is regularly updated to supply you with the latest information on the company.

www.kellygroup.co.za


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