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DIGICORE HOLDINGS LIMITED - Group Interim Results For Six Months Ended 31 December 2013

Release Date: 26/02/2014 07:05
Code(s): DGC     PDF:  
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Group Interim Results For Six Months Ended 31 December 2013


DIGICORE HOLDINGS LIMITED
Company registration number 1998/012601/06
JSE code: DGC 
ISIN: ZAE000016945
("DigiCore" or "the company" or "the group")

GROUP INTERIM RESULTS
FOR SIX MONTHS ENDED
31 DECEMBER 2013

EBITDA
R67,2 million
increased 16%

EPS AND HEPS
8,2 cents
increased 42%

NET CASH GENERATED
FROM OPERATIONS
R58.0 million
increased 3%

PROFIT BEFORE TAX
R22,1 million
increased 
55%

CORPORATE PROFILE
DigiCore Holdings is a JSE-listed group that specialises in vehicle tracking, fleet
management solutions and insurance telematics for a global client base. With over
28 years of innovation, technical and implementation experience, DigiCore
is recognised as a world-leading provider of advanced machine-to-machine
communication and telematics solutions that add value to customers with
mobile assets worldwide. DigiCore's end-to-end research, design, development,
manufacture, sales and support of customised solutions is serviced by a
global network of team members in more than 50 countries. The company's
technology and electronic division designs and develops a robust range of asset
management and monitoring systems using GPS satellite positioning, GSM cellular
communication systems and other advanced communication and sensory
technologies. The result is innovative products and solutions, ranging from basic
track-and-trace with stolen vehicle response services for the consumer market to
complete integrated enterprise-level solutions for large fleet owners such as the
Royal Mail (UK), South African Police Service, eThekwini Metro, BHP Billiton (global)
and many others under the Ctrack brand.

Operations span six continents with over 1,000 employees and more than
780 000 systems sold.

COMMENTARY
We are satisfied with the inroads made in all spheres of our business, as reflected in
the growth in profitability and cash flow generated from operations.

We have established a new management team during last year and the board is
of the opinion that a re-statement of the financial statements was required in terms
of policy changes and system errors, to allow us to accurately measure the actual
performance for the period. Results as now presented will allow management to
make more informed decisions about the business going forward.

Given the significant improvement in our cash flow during the period, we have repaid
R34million in loans and bank overdraft facilities plus R3.7 million to our exiting black
economic empowerment (BEE) partners.

From an operational perspective, services from our control room, customer care and
accounts departments have improved greatly, allowing our sales and management
team to focus on sales and customer interaction.

On the fleet side, we sold more externally financed units. On the consumer side, we
started sales into the dealer channel on a dual cash upfront basis – this covers costs
of manufacturing while a 36-month subscription strengthens our annuity income. We
are progressing well with key partners on this strategy.

Our new innovative products are stable and performing well. There is still some
development work to be done to supply suitable products (some new) to specific
parts of the world as required in those markets. The development roadmap is in place
and priorities have been agreed. 

FINANCIAL OVERVIEW
The audit and risk committee and the board of directors of the group requested
that a detailed investigation be performed into the group's systems and operations
as part of a comprehensive business review. This review included a change of
management, an understanding of the costing of products and understanding the
process of internal controls and accounting for transactions.

As a result of this review, the results presented includes a restatement of the prior
period financial statements. Management is of the opinion that this restatement
will result in the company providing more reliable and more relevant information
regarding the performance and the financial position of the company. For a detailed
analysis of the restatement, refer to note 3.

For the purposes of the financial review, the prior period results excluding Worldmark
SA (Proprietary) Limited was used to ensure the results of the continued operations
were reflected objectively.

For the six months ended 31 December 2013, revenue rose by R14 million (3%), with
R7.5 million of the increase related to international operations and the balance to
South African operations. (Refer to note 6.)

Higher revenue was further supported by a strengthened gross profit margin of
72.01%, up from 65.47% in the comparative period and mainly due to the reduced
telematics cost.

Profit before tax increased from R14.2 million to R22.1 million, indicating that the
depreciation charge for rental units is now aligned with the revenue generated, and
that management's cost-saving initiatives are effective.

Cash flow from operating activities rose by 3.4% to R58 million (2012: R56 million).
Cash flow from financing activities, however, decreased from an inflow of R62 million
to an outflow of R41.3 million. This was mainly due to repaying R34.2 million in loans
and bank overdraft facilities during the period plus R7.1 million on finance lease
agreements.

TECHNOLOGY REVIEW
Ctrack's new-generation iS platform has received very positive feedback from both
distributors and end-users, and has proved invaluable for our sales teams. Releasing
new telematics devices to a worldwide audience always carries some risk, but
implementation has gone smoothly with no reliability or third-party compatibility
problems reported.

Ctrack On-the-Road®, a touch-screen terminal based on smartphone technology
has been well received in the market and significant orders have been secured,

validating our decision to have the screen manufactured in China. The latest
upgrade includes a forward-looking video camera for driver behaviour and accident
investigations, fully integrated into the Ctrack Maxx reporting environment. The
addition of video data to the cloud-based Ctrack environment required us to
upgrade Ctrack's cloud storage capacity, which has been increased to three times
the previous capacity.  As reported in the previous period, our Ctrack OBD-II-based
Plug and Play telematics device has been released and POC's are ongoing with a
number of Insurance companies.

Ctrack released its new multi-communication module, allowing seamless and cost-
effective operation in and outside GSM areas. The module adds customer-selected
communication options and combinations of wi-fi, satellite communications
and even encrypted private digital radio networks like TETRA. An on-board least-
cost router and message priority scheme gives the client full control over wireless
communication costs.

Ctrack signed two significant global agreements. Firstly, a mapping agreement gives
Ctrack systems globally direct access to a cloud-based map database, ensuring the
latest maps and satellite images are always available to our clients and, secondly,
a technology partnership agreement to strengthen Ctrack's OBDII plug-and-play
technology.

The Phase 2 development of the Interactive Business Intelligence and Bureau
Reporting environment has been completed. This powerful system enables Ctrack
customers to receive automated reports as well as dynamic KPI reporting on drivers
and vehicles respectively. This allows business decisions to optimise fleet size and
performance and improve behaviour for safety and lower maintenance costs.
We continue to invest in insurance telematics technology, and a number of new
technologies, unique to Ctrack, have been made available under NDA to our
insurance clients.

OPERATIONAL REVIEW

South Africa
Ctrack
Continued investment in the sales structure has generated new opportunities in the
motor dealership and insurance channels. Sales skills have been expanded through
a mix of training and recruitment to meet the challenges of a more demanding
marketplace.

Our fleet sales focus is moving to a more consultative approach to assist customers
in optimising benefits from their Ctrack telematics solutions. The new iS hardware
platform, combined with world-class mobile software solutions, makes fleet
management easy and effective.

The launch of Ctrack On-The-Road has generated much interest among transporters
wanting to optimise their fleets. A new partnership with VSC Solutions , will assist in
selling a total fleet solution to our customers in the logistics sector.

Our continued success in the mining and logistics industry reflects the benefit of our
experience, and we have also focused on growing our footprint across various supply
chain segments, especially FMCG or fast-moving consumer goods.

The successful deployment of Ctrack's mobile resource management solution has
improved customer service and productivity at the installation stage.

The telesales function has focused on renewals in the existing customer base and
third-party call centres have been appointed to drive new business acquisition in
the consumer market in the new financial year. An agreement with International
SOS South Africa is providing the opportunity to sell value-added services, such as
medical support and roadside assistance, to the consumer customer base.

Discovery Insure installations have risen to over 51 000 Ctrack insurance telematics
systems to date. Strong growth is expected in coming years as the market becomes
more aware of the concept of rewarding better and safer driving habits.

In supporting the Action for Response system of the South African Police Service
(SAPS), we have rolled out the call-taking and dispatch system to over 20 response
centres nationally. 

The customer-focused drive initiated in 2013 has set a new benchmark for customer
service. The introduction of tighter measurement criteria to improve our overall
service excellence is delivering higher levels of customer satisfaction.

Tap-i-Fare
Tap-i-Fare continues to work closely with the taxi industry. The outcome of a recent
request for proposal for the industry on both telematics and fare collection is believed
to be imminent. Our intention is to become a strategic partner for this industry.

Ctrack Mzansi
Ctrack Mzansi has completed its second year of operation and moved from a level
4 to level 1 BBBEE (broad-based black economic empowerment) contributor in 2013.
During the period, we secured a significant contract for the Department of Labour.
Ctrack Mzansi has now grown into a fully functioning division, tendering not only for
government contracts but also private operators. We await the outcome of other
fleet tenders.

INTERNATIONAL

Europe and UK
The economic climate in Europe still remains under pressure and this was evidenced
by the results of Ctrack generating a loss of €380 thousand (2012: €478 thousand).
The current focus is on improving operational efficiency and cost control across all
countries and remains one of the priorities of the European management team.

Ctrack in Europe and the UK has continued to work with customers and partners in
the insurance market. In the UK sales in this sector, while still modest, are growing
gradually as the capability of Ctrack and its partners is proven.

Management is currently investigating various opportunities to ensure growth of
sales and the reduction of cost resulting in the business becoming profitable in
the near future.

Africa
The mining sector in Africa is still a key contributor to Ctrack Africa's success. Despite
a recent period of growth, the mining industry is fundamentally a cyclical business
and companies have to adjust from time to time to accommodate risks, especially
when there are lives at stake. The telematics we supply have become an integral
part of the health and safety environment in which these companies operate.
Local distributors play a big role in our success by supplying the support base to
these projects. We are partnering with a global, multinational company to further
our footprint and service offering on the continent and build a more sustainable
business model.

Australia and New Zealand
Ctrack continues to trade profitably in this region and is poised for further growth
in the targeted industry segments of insurance telematics, mining, heavy vehicle
and fleet. It has recently started a trial for insurance telematics with an international
vehicle insurance underwriter and expects to launch this service in the second half
of the financial year.

Asia and Middle East
Sales in Asia and the Middle East have grown compared to last year. Ctrack's
footprint now includes the United Arab Emirates, Jordan and Oman in the Middle
East. In Asia, Singapore, Malaysia, Thailand and Indo-China are now connected,
resulting in customers using the Asian Road Network with Ctrack's roaming and free
tracking services under the Transported Asset Protection Association (TAPA). One of
the Malaysian Palm Oil Board's approved transporters was the first customer to be
contracted, with many more expected as results are shared amongst them.

INDUSTRY COMMENTS
DigiCore is progressing with the shift from selling tracking devices to an information-
based service-and-subscription revenue model supported by client options for
value-added solutions.

The strategic and special projects division continues to identify and define
innovative applications and future telematics trends. As a result, DigiCore maintains
its leadership in insurance telematics and today operates over 60 000 driver
behaviour-based insurance telematics systems in three continents. Under the Ctrack
brand, DigiCore was ranked as the 'best telematics technology provider' and ‘best
telematics service provider' in Asia, Latin American and other continents, including
Africa and Australasia, in the 2013 Insurance Telematics Supplier Ranking Study by
Ptolemus Consulting Group which helps insurers select their partners.

As rising fuel costs remain an important driver of telematics solutions for companies,
the concept of total fleet management is gathering momentum and will offer new
opportunities as we supply the means for deeper fleet analysis.

Working on a number of other telematics initiatives outside the traditional vehicle
and fleet management areas is a key part of DigiCore's strategy to be a leader
in reshaping the telematics industry. As example, Megafortris/ISIS, which is a
combination of client partner request, and our Thripp Container research strategy
won the Department of Trade and Industry's technology prize, and is now being
rolled out worldwide.

OUTLOOK
We will continue to drive sales, streamline factory efficiencies, manage our debtors,
and close any gaps in the cycle from installation to billing by automation and daily
reporting.

Our future sales model should be more balanced given the external funding now in
place. This will generate improved shorter-term profits and cash flow while enabling
DigiCore to build annuity income, although at a slower but more sustainable pace.

We have continued to recapture lost fleet management business and trust we will
improve this trend. New channels to distribute our stolen vehicle recovery products
have been opened and volumes are improving.

Partnerships and long-standing relationships with loyal customers, locally and
internationally, will contribute to the number of systems sold and growing annuity
revenue streams on the back of new technology and solid customer service.

DigiCore seeks to achieve outstanding long-term profitability for its shareholders,
while maintaining a high standard of ethics and developing and rewarding its
people accordingly.

For and on behalf of the board

NH Vlok                                                         PJ Grové
Chief executive officer and chairman             Chief financial officer

Centurion
26 February 2014

CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
at 31 December 2013
                                                                                         Restated      Restated   
                                                                           Restated    Year ended    Year ended   
                                                            31 Dec 13     31 Dec 12    30 June 13    30 June 12   
                                                                R'000         R'000         R'000         R'000   
                                                  Notes   (Unaudited)   (Unaudited)   (Unaudited)   (Unaudited)   
Assets                                                                                                            
Non-current assets                                            449 069       543 026       450 509       526 636   
Property, plant and equipment                         4       143 329       174 566       162 243       173 037   
Goodwill                                              5       164 133       223 811       158 780       220 584   
Intangible assets                                              95 722        95 826        85 337        79 488   
Investments in associates                                       9 145         5 595         7 939         7 110   
Other financial assets                                              –             –             –         1 250   
Deferred tax                                                   36 740        43 228        36 210        45 167   
Current assets                                                455 710       426 750       397 900       364 141   
Inventories                                                   115 349       101 014       100 189        94 768   
Current tax receivable                                          2 426         2 426         6 400         2 426   
Trade and other receivables                                   300 684       256 949       248 780       225 628   
Cash and cash equivalents                                      37 251        66 361        42 531        41 319   
Assets held for sale                                                –        25 862             –        28 606   
Total assets                                                  904 779       995 638       848 409       919 383   
Equity and liabilities                                                                                            
Equity attributable to equity holders of parent               609 162       622 629       586 339       600 308   
Share capital and premium                                     166 324       166 324       166 324       166 324   
Foreign currency translation reserve                           46 324        13 678        43 182         (524)   
Share-based payment reserve                                    10 935         9 989        10 935         9 989   
Retained income                                               385 579       432 638       365 898       424 519   
Non-controlling interest                                       17 399      (10 945)        16 003      (14 524)   
Non-current liabilities                                        60 517        62 939        55 357        33 040   
Other financial liabilities                                    45 415        51 739        39 461        22 995   
Finance lease obligation                                       12 867         8 965        14 481         7 810   
Deferred tax                                                    2 235         2 235         1 415         2 235   
Current liabilities                                           217 701       228 875       190 710       204 011   
Other financial liabilities                                    35 957        44 524        46 614        10 183   
Current tax payable                                             3 626        10 452         6 726        16 222   
Finance lease obligation                                        6 929         4 827         5 668         7 111   
Trade and other payables                                      111 036        86 279        60 139        64 441   
Deferred income                                                 5 221        25 203        13 686        29 640
Provisions                                                      6 614         7 754         5 835         6 244   
Bank overdraft                                                 48 318        49 836        52 042        70 170   
Liabilities held for sale                                          –        92 140             –        96 548   
Total equity and liabilities                                  904 779       995 638       848 409       919 383   
Net asset value per share (cents)                               246,0         251,4         236,7         242,4   
Net tangible asset value                                                                                          
per share (cents)                                               141,0         122,3         138,2         121,2   

*Refer to the Restatements Note, Note 3 to the abridged consolidated financial statements.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
for the six months ended 31 December 2013
                                                                                     Restated                 
                                                            Six months             Six months     Restated*   
                                                                 ended                  ended    Year ended   
                                                             31 Dec 13              31 Dec 12    30 June 13   
                                                                 R'000   Growth         R'000         R'000   
                                                   Notes   (Unaudited)        %   (Unaudited)   (Unaudited)   
Revenue                                                        428 193      (5)       448 478       862 624   
Cost of sales                                                (119 819)     (23)     (154 872)     (270 682)   
Gross profit                                                   308 374        5       293 606       591 942   
Other income                                                     6 602                 12 338        25 898   
Operating expenses                                           (247 722)              (247 858)     (503 251)   
Earnings before interest, impairments, taxation,                                                              
depreciation, amortisation and capital items                    67 254       16        58 086       114 589   
Depreciation and amortisation                                 (39 854)               (36 779)      (82 929)   
Capital items                                          7          (64)                (1 338)      (72 936)   
Operating profit                                                27 336       37        19 969      (41 276)   
Investment revenue                                                   1                     27           216   
Income/(Loss) from equity accounted investments                  1 300                   (78)         2 131   
Finance costs                                                  (6 503)                (5 627)      (14 378)   
Profit before taxation                                          22 134       55        14 291      (53 307)   
Taxation                                                       (1 057)    (234)           790       (1 528)   
Profit after tax                                                21 077       40        15 081      (54 835)   
Other comprehensive income:                                                                                   
Exchange differences on translating foreign                                                                   
operations - reclassifiable                                      3 142                 14 202        43 706   
Total comprehensive income for the period                       24 219     (17)        29 283      (11 129)   
Profit attributable to:                                                                                       
Owners of the parent                                            19 681       42        13 863      (54 925)   
Non-controlling interest                                         1 396                  1 218            90   
                                                                21 077                 15 081      (54 835)   
Total comprehensive income for the period                                                                     
attributable to:                                                                                              
Owners of the parent                                            22 823     (19)        28 065      (11 219)   
Non-controlling interest                                         1 396                  1 218            90   
                                                                24 219                 29 283      (11 129)   
Earnings/(loss) per share (cents)                      8           8,2       42           5,8        (22,9)   
Diluted earnings/(loss) per share (cents)              8           8,2       42           5,8        (22,9)   
Headline earnings per share (cents)                    8           8,2       42           5,9           6,2   
Diluted headline earnings per share (cents)            8           8,2       42           5,9           6,2   

*Refer to the restatements note, note 3 to the abridged consolidated financial statements.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
for the six months ended 31 December 2013
                                                                                                          Restated   
                                                                               Six months ended   Six months ended   
                                                                                      31 Dec 13          31 Dec 12   
                                                                                          R'000              R'000   
                                                                                    (Unaudited)        (Unaudited)   
Share capital and premium                                                                                            
Share capital and premium at the beginning of the period                                166 324            166 324   
Share capital and premium at the end of the period                                      166 324            166 324   
Reserves                                                                                                             
Foreign currency translation reserve                                                                                 
Balance at the beginning of the period                                                   43 182              (524)   
Translation differences for the period                                                    3 142             14 202   
Balance at the end of the period                                                         46 324             13 678   
Equity settled share-based payment reserve                                                                           
Balance at the beginning of the period                                                   10 935              9 989   
Balance at the end of the period                                                         10 935              9 989   
Reserves at the end of the period                                                        57 259             23 667   
Retained income                                                                                                      
Retained income at the beginning of the period                                          365 898            424 519   
Profit for the period                                                                    19 681             13 863   
Acquisition of 27% in Ctrack (Proprietary) Limited from outside shareholders                  –            (5 744)   
Retained income at the end of the period                                                385 579            432 638   
Non-controlling interest                                                                                             
Balance at the beginning of the period                                                   16 003           (14 524)   
Profit for the period                                                                     1 396              1 218   
Business combinations                                                                         –              3 674   
Acquisition of 27% in Ctrack (Proprietary) Limited from outside shareholders                  –            (1 313)   
Balance at the end of the period                                                         17 399           (10 945)   

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
for the six months ended 31 December 2013
                                                                                      Restated   
                                                           Six months ended   Six months ended   
                                                                  31 Dec 13          31 Dec 12   
                                                                      R'000              R'000   
                                                                (Unaudited)        (Unaudited)   
Cash flows from operating activities                                                             
Cash generated from operations                                       60 809             64 247   
Interest income                                                           1                 27   
Finance costs                                                       (6 503)            (5 627)   
Tax received/(paid)                                                   3 740            (2 520)   
Net cash from operating activities                                   58 047             56 127   
Net cash from investing activities                                 (18 274)           (72 706)   
Net cash from financing activities                                 (41 329)             61 955   
Total cash and cash equivalents movement for the period             (1 556)             45 376   
Cash and cash equivalents at the beginning of the period            (9 511)           (28 851)   
Total cash and cash equivalents at end of the period               (11 067)             16 525   

*Refer to the Restatements Note, Note 3 to the abridged consolidated financial statements.

CONDENSED SEGMENTAL ANALYSIS
for the six months ended 31 December 2013
                                                                           Restated   
                                                  Six months ended   6 months ended   
                                                         31 Dec 13        31 Dec 12   
                                                             R'000            R'000   
                                                       (Unaudited)      (Unaudited)   
Revenue                                                                               
SA distribution                                            264 885          275 911   
External revenue                                           257 971          268 997   
Internal segment revenue                                     6 914            6 914   
Foreign distribution                                       150 950          143 446   
External revenue                                           150 950          143 446   
Internal segment revenue                                         –                –   
Product development and manufacturing                      106 557          108 391   
External revenue                                            28 533           30 367   
Internal segment revenue                                    78 024           78 024   
Group services                                               5 620            8 136   
External revenue                                             3 160            5 676   
Internal segment revenue                                     2 460            2 460   
                                                           528 012          535 884   
Inter segmental revenue                                   (99 819)         (87 406)   
                                                           428 193          448 478
Operating profit/(loss)                                                               
SA distribution                                              9 231           11 231   
Foreign distribution                                       (3 100)          (6 305)   
Product development and manufacturing                       15 093            7 763   
Group services                                               6 112            7 280   
                                                            27 336           19 969   
Investment revenue                                               1               27   
Income/(loss) from equity accounted investments              1 300             (78)   
Finance costs                                              (6 503)          (5 627)   
Profit before taxation                                      22 134           14 291   
Segment assets                                                                        
SA distribution                                            378 811          466 739   
Foreign distribution                                       183 288          192 527   
Product development and manufacturing                      220 775          217 496   
Group services                                             243 887          246 860   
                                                         1 026 761        1 123 622   
Eliminations                                             (121 982)        (127 984)   
Total assets                                               904 779          995 638   
Segment liabilities                                                                   
SA distribution                                           (57 938)        (197 935)   
Foreign distribution                                     (114 101)        (101 031)   
Product development and manufacturing                     (25 937)         (18 350)   
Group services                                           (202 224)        (194 622)   
                                                         (400 200)        (511 938)   
Eliminations                                               121 982          127 984   
Total liabilities                                        (278 218)        (383 954)   

NOTES TO THE INTERIM CONDENSED
CONSOLIDATED FINANCIAL STATEMENTS

1. Basis of preparation and presentation of financial statements
The interim condensed consolidated financial statements are prepared in accordance
with the measurement and recognition requirements of International Financial
Reporting Standards (IFRS) and contain the information required by IAS 34 Interim
Financial Reporting as well as the SAICA Financial Reporting Guides as issued by
the Accounting Practices Committee, the JSE Limited Listings Requirements, and the
requirements of the Companies Act, 2008.

The accounting policies are in terms of IFRS and are consistent with those of the 
consolidated Annual Financial Statements at 30 June 2013 as issued on 25 September 2013. 
Except as described below, The accounting policies are supported by reasonable 
and prudent judgments and estimates.

The board has approved the financial statements which have been condensed for
purposes of this report.The financial statements were internally compiled by Mr PJ Grové
CA(SA), the Group Chief Financial Officer and Mr V Venkatkumar CA(SA), the Group
Financial Manager.

These interim condensed consolidated financial statements have not been reviewed or
audited by Mazars (Gauteng) Inc, the Group's auditors.

2. Changes in accounting policies not resulting in a restatement
The Group adopted the new, revised or amended accounting pronouncements as
issued by the IASB, which were effective and applicable to the Group from 1 July 2013,
none of which had any material impact on the Group's financial results for the year.

IFRS 10 Consolidated Financial Statements
The objective of IFRS 10 is to establish principles for the presentation and preparation of
consolidated financial statements when an entity controls one or more other entities.
The Group has revised its accounting policies on the consolidation of subsidiaries and
concluded that the adoption of IFRS 10 did not result in any material change in the
consolidation of the Group.

IFRS 13 Fair value measurement
IFRS 13 aims to improve consistency and reduce complexity by providing a precise
definition of fair value and a single source of fair value measurement and disclosure
requirements for use across IFRS. IFRS 13 was adopted and applied prospectively and it
was assessed that the adoption did not result in any material impact on the financial
results of the Group.

Full details on changes in accounting policies will be disclosed in the Group's
consolidated annual financial statements for the year ending 30 June 2014

3. Restatement
The audit and risk committee and the board of directors of the Group requested that a
detailed investigation be performed into the Group's systems and operations as part of
a comprehensive business review.

This review included a change of management, an understanding of the costing of
products and understanding the process of internal controls and accounting for
transactions.

As a result of this review, the following restatements to prior reported financial results were
identified, which the company believes should be amended:

Capitalisation of development costs as part of inventories and rental units
DigiCore provides a tracking solution to its customers through a tracking device paired
with tracking software. When revenue is recognised, the resulting cost of sale should
also be recognised for the tracking unit and the software used to provide the solution.

This was previously done by the DigiCore owned factory by including a profit margin
that recovers all manufacturing and development cost when tracking units were sold to
other subsidiaries within the DigiCore group. The Group therefore carried these tracking
units in inventory and rental assets at a value inclusive of manufacturing cost and the
allocated development cost.

Management have performed a detailed review of this process and concluded that a
more appropriate basis of capitalising these development costs as part of inventories
and rental units would be to capitalise the amortisation of development costs as
recognised in the financial period.

This change in the accounting policy changes the manner in which the cost is allocated
to inventories and rental units resulting in more relevant and reliable information about
the effects of the transactions.

Impairment of rental units
DigiCore rents a tracking solution to customers over a contract period. DigiCore will
receive rental income over the duration of the contract period and the unit should be
depreciated over the contract period.

The accounting system for the rental units was designed in such a manner that a number of rental
units that should have previously been impaired, but could not be identified from the accounting
system, as the economic benefit of these assets had been depleted.

The rental units have been impaired using a recoverable amount based on the
estimated value in use.

Controls have been implemented to improve the manner in which information from the
system is obtained and recorded.

Connection incentive bonus (CIB)
DigiCore previously received a fixed commission, CIB, from the cellular network service
providers on activation or renewal of a cellular line contract. Previously this commission
was recognised as revenue when received by the Group.

The cellular providers have subsequently ceased to pay these commissions and as a
direct result have significantly reduced the monthly subscription charge.

Due to the availability of this information, management concluded to change the
accounting policy from recognising the CIB revenue upfront to deferring the revenue
over the contract period to reflect the true substance of the transaction.

The following tables summarize the material impacts resulting from the above
restatements on the Group's financial position, comprehensive income and cash flows:

Interim condensed Consolidated Statement of financial position:

  As at 31 December 2012                 Effect of restatements
                          Balance     Capital-      Impair-
                               as   isation of         ment
                       previously     develop-    of rental        CIB    Balance
All figures in R'000     reported   ment costs        units    revenue   restated
Property, plant
and equipment             205 700     (26 277)      (4 857)               174 566
Deferred tax               29 219        6 952                   7 057     43 228
Inventories               105 217      (4 203)                            101 014
Total                     340 136     (23 528)      (4 857)      7 057    318 808
Retained income           474 275     (19 833)      (3 658)   (18 146)    432 638
Non-controlling
interest                 (10 794)            –        (151)              (10 945)
Total                     463 481     (19 833)      (3 809)   (18 146)    421 693
Current tax
payable                    11 500                   (1 048)                10 452
Trade and other
payables                   89 975      (3 696)            –          -     86 279
Deferred income                                                 25 203     25 203
Total                     101 475      (3 696)      (1 048)     25 203    121 934

 As at 30 June 2013                       Effect of restatements
                          Balance    Capital-        Impair-
                               as  isation of           ment
                       previously    develop-      of rental         CIB     Balance
All figures in R'000     reported  ment costs          units     revenue    restated
Property, plant and
equipment                 201 435    (25 029)       (14 163)                 162 243
Deferred tax               23 593       8 172            613       3 832      36 210
Inventories               104 347     (4 158)                                100 189
Trade and other
receivables               249 579                      (799)                 248 780
Total                     578 954    (21 015)       (14 349)       3 832     547 422
Retained income           412 532    (21 016)       (15 764)     (9 854)     365 898
Non-controlling
interest                   15 757                        246           -      16 003
Total                     428 289    (21 016)       (15 518)     (9 854)     381 901
Current tax payable         4 028                     2 698                    6 726
Trade and other
payables                   61 667                    (1 529)           –      60 139
Deferred income                                                   13 686      13 686
Total                      65 695           –          1 169      13 686      80 551

 As at 30 June 2012                      Effect of restatements
                                     Capital-        Impair-
                       Balance as  isation of           ment
                       previously    develop-      of rental        CIB      Balance
All figures in R'000     reported  ment costs          units    revenue     restated
Property, plant and
equipment                 203 730    (25 826)        (4 866)                 173 038
Deferred tax               29 358       7 510                     8 299       45 167
Inventories                95 763       (995)                                 94 768
Total                     328 851    (19 311)        (4 866)      8 299      312 973
Retained income           468 199    (19 310)        (3 029)   (21 341)      424 519
Non-controlling
interest                 (14 524)                                           (14 524)
Total                     453 675    (19 310)        (3 029)   (21 341)      409 995
Current tax payable        16 222                                             16 222
Trade and other
payables                   66 279           –        (1 838)          –       64 441
Deferred income                                                  29 640       29 640
Total                      82 501           –        (1 838)     29 640      110 303

Interim condensed Consolidated Statement of comprehensive income:

 Six months ended
 31 December
 2012                                     Effect of restatements
                                      Capital-       Impair-
                        Balance as  isation of          ment
                        previously    develop-     of rental         CIB    Balance
All figures in R'000      reported  ment costs         units     revenue   restated
Revenue                    448 478                                          448 478
Cost of sales            (149 292)    (10 016)                     4 436  (154 872)
Operating expenses       (249 757)           –         1 899              (247 858)
Depreciation and
amortisation              (44 553)       6 357         1 417               (36 779)
Capital items                   70                   (1 408)                (1 338)
Profit before taxation      11 606     (3 659)         1 908       4 436     14 291
Taxation                     1 584       1 024         (576)     (1 242)        790
Profit after tax            13 190     (2 635)         1 332       3 194     15 081
Non-controlling
interest                     1 369                     (151)                  1 218

                                    Capital-    Impair-
                  Indicator as    isation of       ment
                    previously      develop-  of rental        CIB   Indicator
Earnings per share    reported    ment costs      units    revenue    restated
Earnings per share
(cents)                    4.9         (1.1)        0.6        1.4         5.8
Diluted earnings per
share (cents)              4.9         (1.1)        0.6        1.4         5.8
Headline earnings
per share (cents)          4.5         (1.1)        1.0        1.4         5.8
Diluted headline
earnings per share
(cents)                    4.5         (1.1)        1.0        1.4         5.8

 Year ended
 30 June 2013                     Effect of restatements
                     Balance    Capital-      Impair-
                          as  isation of         ment
All figures in    previously    develop-    of rental       CIB    Balance
R'000               reported  ment costs        units   revenue   restated
Revenue              862 588                                 36    862 624
Cost of Sales      (270 896)    (14 598)                 14 812   (270 682)
Depreciation and
amortisation        (98 424)      12 232        3 263              (82 929)
Capital Items       (60 373)                 (12 563)              (72 936)
Profit before
taxation            (56 489)     (2 366)      (9 300)    14 848    (53 307)
Taxation               4 362         662      (2 085)   (4 467)     (1 528)
Profit after tax    (52 127)     (1 704)     (11 385)    10 381    (54 835)
Non-controlling
Interest               (156)                      246                    90

                     Indicator    Capital-    Impair-
                            as  isation of    ment of
Earnings per        previously    develop-     rental       CIB   Indicator
share                 reported  ment costs      units   revenue    restated
Earnings per share
(cents)                 (21.7)       (0.7)      (4.8)       4.3      (22.9)
Diluted earnings
per share (cents)       (21.7)       (0.7)      (4.8)       4.3      (22.9)
Headline earnings
per share (cents)          3.3       (0.7)      (0.7)       4.3         6.2
Diluted headline
earnings per
share (cents)              3.3       (0.7)      (0.7)       4.3         6.2

4. Property, plant and equipment
The Group has invested R18.7 million into rental assets over the 6-month period to
31 December 2013. R24.2 million worth of rental units that was previously capitalised
for the project with Discovery Insure Limited has also been derecognised and sold to
Discovery Insure under the revised terms and conditions of the project. Depreciation
for the six-month period on rental units amounts to R22.6 million (31 December 2012
Restated: R28.5 million).

5. Goodwill
The goodwill amount per the statement of financial position is reconciled as follows:

Cost                                          216 280
Accumulated impairments                      (57 500)
Carrying value at 30 June 2013                158 780
Foreign exchange movements                      5 353
Carrying value at 31 December 2013            164 133
Cost at 31 December 2013                      221 633
Accumulated impairments at 31 December 2013  (57 500)

6. Disposal of subsidiary
On 31 January 2013, the group sold its shareholding in Worldmark SA (Proprietary)
Limited T/A Motor One. Please refer to the results announcement for the year ended
30 June 2013 for further details. In order to reflect the results of the continued operations,
the results of the Group for the six months ended 31 December 2012 are provided before
and after the results for Worldmark SA (Proprietary) Limited as follows:

                        Six months
                             ended
                            31 Dec
                              2013                   Six months ended 31 Dec 2012
                                                                     World-
                                                                       mark
                                         Growth                          SA
                          DigiCore     DigiCore     DigiCore  (Proprietary)     Balance
All figures in R'000    operations   operations   operations            Ltd    restated
Revenue                    428 193           3%      414 112         34 366     448 478
Cost of Sales            (119 819)                 (140 148)       (14 724)   (154 872)
Other income                 6 602                     8 330          4 008      12 338
Operating expenses       (247 722)                 (226 794)       (21 064)   (247 858)
Depreciation and
amortisation              (39 854)                  (36 779)              -    (36 779)
Capital Items                 (64)                   (1 338)              -     (1 338)
Investment Revenue               1                        27              -          27
(Loss)/Income from
equity accounted
investments                  1 300                      (78)              -        (78)
Finance costs              (6 503)                   (5 428)          (199)     (5 627)
Profit before taxation      22 134          86%       11 904          2 387      14 291
Taxation                   (1 057)                     (975)              -         790
Profit after tax            21 077          93%       10 929          2 387      15 081

7. Capital items
Capital items consist of the following:

R'000 
                                                 6 months ended
                                                                     Year
                                                                    ended
                                                      31 Dec      30 June
                                          31 Dec        2012         2013
                                            2013    Restated     Restated
Profit on sale of assets                     698          32      (2 771)
Impairment of rental assets                (762)     (1 370)     (12 665)
Impairment of goodwill                         -           -     (57 500)
                                            (64)     (1 338)     (72 936)

8. Earnings per share
                                                              Six months       Year
                                          Six months               ended      ended
                                               ended           31 Dec 12 30 June 13
Earnings per share                         31 Dec 13  Growth    Restated   Restated
Earnings per share (cents)                       8.2     42%         5.8     (22.9)
Diluted earnings per share (cents)               8.2     42%         5.8     (22.9)
Headline earnings per share (cents)              8.2     42%         5.8        6.2
Diluted headline earnings per share
(cents)                                          8.2     42%         5.8        6.2
Weighted number of shares in issue to
be used in the calculation of basic and
diluted earnings per share                   239 607             239 607    239 607
Reconciliation of headline earnings:
Basic and diluted earnings                    19 681              13 863   (54 925)
Adjusted for:
Profit on sale of fixed assets                 (698)                (32)    (2 771)
Impairment of fixed assets                       762               1 370   (12 665)
Bargain purchase on acquisition of
Alchemist House (Proprietary) Limited              –             (1 703)          –
Loss on MotorOne                                   –                   –      1 047
Impairment of goodwill                             –                   –     57 500
                                              19 745              13 498     19 058
Tax effect on adjustments                       (18)               (375)    (4 322)
Non-controlling interest in adjustments            –                 766          –
Basic and diluted headline earnings           19 727              13 889     14 736

DIVIDEND DECLARATION
No interim dividend will be declared and paid to the shareholders. The board agreed to
retain cash for future growth. (31 December 2012 : 0 cents)

CORPORATE GOVERNANCE
The board of directors aspires to conduct the Group's business with responsibility,
accountability, fairness and transparency and strives to be a good corporate citizen.
The directors agree with the spirit and principles of corporate governance set out in the
King Report on Governance in South Africa (2009) (King III). The board is committed to
applying appropriate corporate governance policies and practices in each company
in the Group.

SUSTAINABILITY
Sustainability forms the cornerstone of our values and is part of our board's mandate.
The group understands that its business is part of the greater environment in which
we live, so our actions are shaped by national and international trends in sustainable
development. DigiCore is a long-term business and this determines our actions as
the group strive to be a responsible corporate citizen and respect the society and
environment in which we operate.

The focus of the group going forward is to balance financial growth with our focus on
people, especially staff satisfaction, while ensuring we remain committed to equal
opportunity employment and stakeholder satisfaction. It underpins our approach
to attracting, retaining and developing our people. It guides our actions in the
contribution we make to preserving our environment. It drives our continued cost-
effective growth.

In support of the vision and strategy on sustainability, the group has adopted the
Global Reporting Initiative Framework for which a report has been prepared in
accordance with GRI G3.1 guidelines. With the release of the integrated annual
report 2013 in October 2013, DigiCore followed the combined assurance model and
believes the report meets the requirements of level C. Please refer to the website for
further information on sustainability within the Group.

Registered office
DigiCore Building, Regency Office Park,
9 Regency Drive, Route 21 Corporate Park, Irene Ext 30, Centurion, South Africa
P.O. Box 68270, Highveld Park, 0169, Tel: +27 (0)12 450 2222
Fax: +27 (0)12 450 2497

Transfer secretaries
Computershare Investor Services (Pty) Limited
70 Marshall Street Johannesburg, 2001
PO Box 61051, Marshalltown, 2107

Sponsor
PSG Capital (Pty) Limited

Auditors
Mazars (Gauteng) Incorporated

Directorate Executive
NH Vlok (Chief Executive Officer and Chairman), D du Rand,
MD Rousseau, PJ Grové (Chief Financial Officer)

Non-executive
Prof B Marx, SS Ntsaluba, G Pretorius (Lead independent), JD Wiese

Company secretary
DA Nieuwoudt

Company registration number 1998/012601/06, JSE code: DGC ISIN: ZAE000016945
("DigiCore" or "the company" or "the group")

www.digicore.com   
www.ctrack.com
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