Wrap Text
Unaudited interim results for the six months ended 31 December 2013
PINNACLE HOLDINGS LIMITED
(previously Pinnacle Technology Holdings Limited)
(Registration number 1986/000334/06)
Share code: PNC
ISIN: ZAE000184149
(“Pinnacle” or “the Group” or “the Company”)
www.pinnacleholdings.co.za
UNAUDITED INTERIM RESULTS for the six months ended 31 December
2013
HIGHLIGHTS
– REVENUE up 1.1% to R3.2 billion
– EBITDA up 1.7% to R232 million
– NPAT up 9.0% to R162 million
– HEPS up 1.7% to 95.4 cents
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
Half year Half year Full year
31 Dec 31 Dec 30 Jun
2013 2012 2013
Unaudited Unaudited Audited
R’000 R’000 R’000
Revenue 3 160 872 3 126 104 6 596 232
Cost of sales (2 645 963) (2 638 635) (5 566 701)
Gross profit 514 909 487 469 1 029 531
Operating expenses (282 366) (258 834) (536 277)
Selling expenses (26 179) (21 245) (34 417)
Employee expenses (228 424) (200 394) (421 614)
Administration (38 068) (42 613) (90 734)
Gain on discounting of
finance lease agreements 298 7 382
Profit on foreign exchange 5 661 5 411 10 106
Reclassification of fair
value adjustment on
derecognition of asset 4 346 – –
EBITDA * 232 543 228 635 493 254
Depreciation and
amortisation (8 784) (9 167) (20 753)
Operating profit before
interest 223 759 219 468 472 501
Net finance costs (6 851) (10 112) (18 558)
Investment income 32 322 22 454 58 548
Interest paid (39 173) (32 566) (77 106)
Share of equity accounted
associate income 4 776 – –
Profit before taxation 221 684 209 356 453 943
Taxation (59 412) (60 460) (128 263)
Net profit for the period 162 272 148 896 325 680
Owners of the Company 162 146 148 190 324 948
Non-controlling interests 126 706 732
Other comprehensive income
Exchange differences from
translating foreign
operations 1 019 236 1 060
Total comprehensive income
for the period 163 291 149 132 326 740
Attributable to:
Owners of the Company 163 165 148 426 326 008
Non-controlling interests 126 706 732
RECONCILIATION OF HEADLINE EARNINGS
Half year Half year Full year
31 Dec 31 Dec 30 Jun
2013 2012 2013
Unaudited Unaudited Audited
R’000 R’000 R’000
Net profit for the period
attributable to ordinary
shareholders 162 146 148 190 324 948
Reclassification of
fair value adjustment on
derecognition of asset
after taxation (3 738) – –
Reclassification of fair
value adjustment on
derecognition of asset (4 346) – –
Less: Taxation thereon 608 – –
Profit on sale of property,
plant and equipment net
of taxation (7 592) (91) (314)
Profit on sale of property,
plant and equipment (10 545) (126) (436)
Less: Taxation thereon 2 953 35 122
Headline earnings 150 816 148 099 324 634
Total number of shares in
issue (‘000)
– Total issued less
treasury shares 158 034 157 898 157 889
– Weighted average 158 031 157 890 157 931
– Fully diluted 158 095 157 890 157 931
* Earnings before interest, taxation, depreciation and
amortisation.
FINANCIAL REVIEW
Half year Half year Full year
31 Dec 31 Dec 30 Jun
2013 2012 2013
Unaudited Unaudited Audited
Performance per
share (cents)
Earnings (normal) 102.6 93.9 205.8
Earnings (fully diluted) 102.6 93.9 205.8
Headline earnings (normal) 95.4 93.8 205.6
Headline earnings
(fully diluted) 95.4 93.8 205.6
Dividends – – 41.0
Dividend cover (times) – – 5.0
Returns (%)
Gross profit 16.3 15.6 15.6
Operating expenses (8.9) (8.3) (8.1)
EBITDA * 7.4 7.3 7.5
Operating profit before
interest and taxation 7.1 7.0 7.2
Effective tax rate 26.8 28.9 28.3
Net profit 5.1 4.8 4.9
SEGMENTAL ANALYSIS
Half year Half year Full year
31 Dec 31 Dec 30 Jun
2013 2012 2013
Unaudited Unaudited Audited
R’000 R’000 R’000
Revenue
ICT Distribution 3 107 330 3 050 236 6 461 101
IT Projects and Services 94 788 68 027 161 722
Financial Services 49 818 30 195 73 113
Group Central Services 493 – –
Less: Interest received and
discounted leases within
Financial Services revenue
above (28 772) (14 021) (39 417)
Less: Intergroup revenue (62 785) (8 333) (60 287)
3 160 872 3 126 104 6 596 232
Net profit before taxation
ICT Distribution 191 435 194 555 418 089
IT Projects and Services 11 807 8 619 17 867
Financial Services 16 528 9 521 22 274
Group Central Services 1 914 (3 339) (4 287)
221 684 209 356 453 943
Net profit after taxation
ICT Distribution 141 048 138 895 303 806
IT Projects and Services 8 424 6 518 11 912
Financial Services 11 899 7 143 15 902
Group Central Services 901 (3 660) (5 940)
162 272 148 896 325 680
Net operating assets
ICT Distribution 794 641 623 138 782 990
IT Projects and Services 20 089 22 451 26 879
Financial Services 46 423 25 351 34 323
Group Central Services 321 604 234 062 243 867
1 182 757 905 002 1 088 059
GROUP CONSOLIDATED STATEMENT OF FINANCIAL POSITION
31 Dec 31 Dec 30 Jun
2013 2012 2013
Unaudited Unaudited Audited
R’000 R’000 R’000
ASSETS
Non-current assets 912 063 491 332 594 636
Property, plant and
equipment 209 205 168 292 186 637
Intangible assets 131 107 97 782 129 117
Investments in listed shares – – 30 179
Investment in associate 273 450 – –
Long-term loans 27 953 27 855 28 689
Finance lease receivables 228 029 161 815 184 782
Deferred taxation 42 319 35 588 35 232
Current assets 2 260 376 2 079 843 2 501 814
Inventories on hand 882 414 685 103 940 655
Inventories in transit 106 950 65 800 108 031
Trade and other
receivables 1 160 463 1 243 065 1 125 423
Finance lease receivables 86 415 53 121 65 349
Taxation receivable 918 1 679 1 154
Short-term deposit – – 237 272
Cash and cash equivalents 23 216 31 075 23 930
Total assets 3 172 439 2 571 175 3 096 450
EQUITY AND LIABILITIES
Capital and reserves 1 182 757 905 002 1 088 059
Share capital and premium 25 996 25 948 25 982
Treasury shares (41 766) (42 166) (41 766)
Non-distributable reserves 33 607 31 636 32 588
Accumulated profits 1 161 610 884 599 1 066 308
Non-controlling interests 3 310 4 985 4 947
Non-current liabilities 529 152 55 785 503 594
Interest-bearing
liabilities 504 584 36 566 482 075
Deferred taxation 24 568 19 219 21 519
Current liabilities 1 460 530 1 610 388 1 504 797
Trade and other payables 963 276 1 055 805 1 074 736
Interest-bearing
liabilities 17 467 14 886 17 203
Short-term loan 114 999 214 823 115 543
Deferred revenue 14 398 11 423 14 519
Taxation payable 11 401 7 750 12 320
Bank overdrafts 338 989 305 701 270 476
Total equity and
liabilities 3 172 439 2 571 175 3 096 450
Capital management
Net asset value per
share (cents) 746.3 570.0 686.0
Net tangible asset value
per share (cents) 663.4 508.1 604.2
Working capital management
Investment in working
capital (R’000) 1 172 153 926 740 1 084 854
Days inventory outstanding
(excluding in
transit) (“DIOs”) 60.0 57.0 66.0
Days sales outstanding
(“DSOs”) 60.0 57.0 50.0
Days purchases outstanding
(“DPOs”) 55.0 56.0 48.0
Liquidity and solvency
Debt to equity (%) 82.5 63.2 81.4
– Attributable to Distribution
and Holdings 35.7 40.5 36.4
– Attributable to
Datacentrix 23.2 – 24.7
– Attributable to Finance
Assets (Centrafin) 23.6 22.7 20.3
Current ratio (excluding stock
in transit) 1.59 1.30 1.71
Acid test (excluding stock
in transit) 0.94 0.86 1.04
GROUP CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
Half year Half year Full year
31 Dec 31 Dec 30 Jun
2013 2012 2013
Unaudited Unaudited Audited
R’000 R’000 R’000
Opening balance 1 088 059 810 813 810 818
Shares issued 14 (33) –
Treasury shares issued – – 400
CGT on treasury shares sold – – (3 267)
Comprehensive income for
the period 163 291 149 132 326 740
Acquisition of
non-controlling interest (9 398) – (968)
Equity-based compensation
reserve 5 585 386 9 598
Dividends paid (64 794) (55 296) (55 257)
Closing balance 1 182 757 905 002 1 088 059
Attributable to:
Owners of the Company 1 179 447 900 017 1 083 112
Non-controlling interests 3 310 4 985 4 947
GROUP CONSOLIDATED SUMMARY STATEMENT OF CASH FLOWS
Half year Half year Full year
31 Dec 31 Dec 30 Jun
2013 2012 2013
Unaudited Unaudited Audited
R’000 R’000 R’000
EBITDA * 232 543 228 635 493 254
Changes in working capital (108 365) (196 177) (378 331)
Other non-fund flow items (10 737) (801) 10 037
Cash generated by
operating activities 113 441 31 657 124 960
Net finance costs (6 851) (10 112) (18 558)
Finance income received 32 322 22 454 58 548
Finance expenses paid (39 173) (32 566) (77 106)
Taxation paid (64 275) (53 338) (117 583)
42 315 (31 793) (11 181)
Cash flows from investing
activities
Property, plant and
equipment acquired (60 787) (63 914) (84 328)
Proceeds on disposal of
property, plant and
equipment 42 164 741 8 162
Acquisition of intangible
assets (4 175) (1 718) (7 912)
Net investment in finance
leases receivable (43 247) (70 750) (105 945)
Acquisition of subsidiaries – (5 013) (6 000)
Acquisition of shares in
Datacentrix (including
deposit) (1 223) – (267 451)
Acquisition of non-controlling
interest (1 465) – –
(68 733) (140 654) (463 474)
Cash flows from financing
activities
Interest-bearing liabilities
raised 32 936 (7 432) 439 229
Interest-bearing
liabilities repaid (10 707) – (14 724)
Shares issued 14 – –
Short-term loans raised – 99 439 64 720
Short-term loans repaid – – (64 561)
Decrease in long-term loans
receivable – – (475)
Decrease in trust loans 736 359 –
Dividends paid (64 794) (55 296) (55 257)
(41 815) 37 070 368 932
Decrease in net cash, cash
equivalents and
overdrafts (68 233) (135 377) (105 723)
Net (overdraft)/cash and cash
equivalents acquired from
business combinations (994) 998 (576)
Net (overdraft)/cash and
cash equivalents at
beginning of period (246 546) (140 247) (140 247)
Net (overdraft)/cash and
cash equivalents at end
of period (315 773) (274 626) (246 546)
* Earnings before interest, taxation, depreciation and
amortisation.
BUSINESS COMBINATIONS
31 Dec 30 June 2013
2013
Dev- Pre-
Pacific* trade JAG Modrac cision Total
R’000 R’000 R’000 R’000 R’000 R’000
ASSETS
Property,
plant and
equipment 250 273 13 817 1 638 72 15 800
Inventories 294 652 306 – 8 619 9 577
Trade and
other
receivables 1 230 4 520 1 995 1 189 3 669 11 373
Taxation
receivable – 2 – – – 2
Cash and cash
equivalents – 629 40 – 1 888 2 557
1 774 6 076 16 158 2 827 14 248 39 309
LIABILITIES
Shareholders’
loans – – – (6 329) (1 036) (7 365)
Deferred
taxation – – (1 603) (13) – (1 616)
Trade and
other
payables (2 032) (6 162) (9 299) (12 710) (16 806) (44 977)
Short-term
loan (554) – (4 426) – – (4 426)
Long-term
loan (450) – (4 098) – – (4 098)
Overdrafts (994) – (3 133) – – (3 133)
(4 030) (6 162) (22 559) (19 052) (17 842) (65 615)
Net assets
acquired (2 256) (86) (6 401) (16 225) (3 594) (26 306)
Less:
Non-
controlling
interests – – 640 – – 640
Goodwill on
acqui-
sition (2 226) 25 360 6 761 16 225 3 594 51 940
Purchase
amount
– paid – 5 000 1 000 – – 6 000
– to be
paid – 20 274 – – – 20 274
Revenue
since
acqui-
sition 258 11 302 12 444 – 4 270 28 016
Profit
before
taxation
since
acqui-
sition 226 3 027 2 787 – 1 810 7 624
Group
revenue 3 160 872 6 692 856
Group
profit
before
taxation 221 684 433 419
* Amounts are provisional as the initial accounting for the
business combination is incomplete.
ANALYSIS OF GOODWILL
Half year Half year Full year
31 Dec 31 Dec 30 Jun
2013 2012 2013
Unaudited Unaudited Audited
R’000 R’000 R’000
Opening balance 114 940 55 830 63 000
Business combination
acquisitions 2 256 25 360 51 940
Impairments – – –
Closing balance 117 196 81 190 114 940
Business combination
acquisitions
Devtrade – 25 360 25 360
Jag – – 6 761
Modrac – – 16 225
Pacific 2 256 – –
Precision – – 3 594
2 256 25 360 51 940
BASIS OF PREPARATION AND ACCOUNTING POLICIES
The summarised unaudited financial results for the six months
ended 31 December 2013 have been prepared in accordance with the
framework concepts and measurement and recognition requirements
of International Financial Reporting Standards (“IFRS”), the
SAICA Reporting Guides as issued by the Accounting Practices
Committee and Financial Reporting Pronouncements as issued by the
Financial Reporting Standards Council, the information as
required by IAS 34: Interim Financial Reporting, the Listings
Requirements of the JSE Limited and the requirements of the
Companies Act of South Africa.
The summarised financial results, which are based on reasonable
judgements and estimates, have been prepared using accounting
policies that comply with IFRS. These are consistent with those
applied in the annual financial statements for the year ended 30
June 2013 except for those standards that came into effect during
the 6 months under review. IFRS 10, 11, 12 and 13 became
effective in these financial statements for the first time. None
of these statements had any material impact on the Company’s
accounting policies, nor on the financial statements contained
herein.
Neither the consolidated financial results for the six months
ended 31 December 2013, nor this set of summarised financial
information, has been reviewed or audited by the Group's
auditors, BDO South Africa Incorporated. The directors take full
responsibility for the preparation of this summarised report. Any
reference to future financial performance included in this
announcement has not been reviewed or reported on by the
Company’s auditors.
COMMENTARY
INTRODUCTION
The Company presents its unaudited financial results for the six
months to 31 December 2013. The trading period has been a
challenging one with significant parts of our economy taking
strain due to the debt restricted consumer, a plethora of labour
unrest and a volatile and weakening exchange rate.
FINANCIAL RESULTS
Group revenue increased by 1% to R3.16 billion and gross profit
increased by 6% on improved margins of 16.3% (2012: 15.6%).
Operating expenses increased by 9.1% to leave Operating Income up
by only 1.7%, which included the reclassification of the fair
value adjustment on the derecognition of the investment in
Datacentrix from a listed share to an equity accounted
investment. The acquisition of the 34.99% share in Datacentrix
affected interest paid by approximately R4.6 million, and the
income calculated in accordance with IAS 28 meant that this
investment shows a breakeven position at this stage. Group
borrowing costs decreased as a result of the growing net
contribution of Centrafin’s financial assets. There was a saving
on the tax rate due to the utilisation of certain tax losses.
The net result was that the 1% revenue growth was turned into a
healthier increase in post-tax earnings of 9%.
DIVISIONAL PERFORMANCE
The Distribution division increased revenue by 2% with net profit
after tax also up by 2%. In the previous financial first half,
this division had a significant deal of approximately R140
million that it has been unable to repeat or make up for in the
corresponding period to December 2013. The revenue increase
without this deal would otherwise have been 6%. In addition, in a
deliberate strategy to improve its gross margin, the Division
chose not to participate in certain low margin deals. Revenue
into Africa accelerated nicely by 46% and now stands at 13% of
Distribution revenue (2012: 9%). Operating costs grew in line
with expectation but increased as a percentage to revenue, as a
result of the lower revenue achieved and the investment into the
Advanced Technologies unit. This unit has recently taken on
additional networking and security vendors, such as Cisco and
Trend, which should deliver significant revenue in the months and
years ahead. The operations of Jag and Modrac were consolidated
during the period. This had a temporary effect on the trading of
this unit but it is now fully operational and performing well. In
addition, some of its assets were sold and newer machinery
purchased and installed. The gain on sale of the assets sold went
some way to offsetting the trading interruption. Consequently,
although the revenue growth has been limited, the division has
been able to maintain its income.
Infrasol, the IT Projects and Services division, increased
turnover by 39% and net profit after tax by 29%. We continue to
believe that emphasis into this exciting part of the Group will
show the desired outcome in the years ahead.
Centrafin increased its revenue by 65% and achieved net profit
after tax growth of 67%. The book continues to grow strongly (now
at R348 million from R233 million a year ago). The funding for
the book was supplied by the listing of the Group’s first issue
of R315 million notes under the Group’s Domestic Medium Term Bond
Programme at the end of April 2013. This funding secures
Centrafin’s capital requirements for growth at the right rate and
over the right term. Despite the increase in market penetration,
Centrafin’s margins remain strong and customer defaults are well
controlled.
FINANCIAL POSITION AND CASH FLOW
Inventories decreased by R58 million from June 2013 although
considerably up from the similar period last year. The third
quarter of the year is traditionally the largest revenue period
and it is important that the Group has the necessary inventory to
service it. The over stock position in the Samsung range reported
at the end of June 2013 is largely resolved.
Trade Receivables are by and large well controlled although
collections remained challenging over the last days in December.
Daily Sales Outstanding (“DSOs”) were at 60 days compared to 57
at the end of December 2012.
Daily Purchases Outstanding (“DPOs”) were maintained at 55 days
(56 in December 2012) although with the decrease in activity in
December compared to June, this has resulted in Trade and Other
Payables being R111 million less than that reported in June 2013.
The main cash outflows comprised:
– Increase in Working Capital of R108 million,
– Taxation paid of R65 million,
– The annual dividend to shareholders of R65 million,
– An investment into buildings of R6 million for the Group’s new
Free State office. The project was completed at the end of
September and trading has since been above our expectations,
– Other property improvements, vehicles, office equipment and
software acquisitions (less disposals) making up the balance
of R17 million,
– Further investment of R43 million into Centrafin’s customer
base as it continues to build its financial lease book (R330
million) and its leased asset base (R18 million after
depreciation), and
– Further repayments on the Axiz acquisition and other long-term
loans (R11 million).
This was funded by net operational cash flow of R228 million, R32
million introduced by First National Bank for the land purchase
in Samrand last year, and increases in overdrafts of R69 million.
Borrowings now mainly comprise R116 million in short-term loans
raised for Centrafin’s finance lease book and rental asset pool,
subsidiary preference shares issued to Nedbank (treated as
interest bearing liabilities at group level) of R130 million, the
Nedbank loan to fund the purchase of Axiz amounting to
R37 million, the medium term domestic note of R315 million, the
Samrand land funding of R32 million and overdrafts of R339
million against general banking facilities of R609 million.
It must be borne in mind that this year’s borrowings profile is
considerably skewed by two assets that should be ring-fenced due
to their non-operational nature insofar as they relate to
mainstream ICT distribution. These are the investment in
Datacentrix of R274 million and the investment into Centrafin’s
financial assets totalling R348 million. Without these the
Group’s borrowings would be in the order of R400 million and its
debt to equity ratio would be under 36%.
Corporate Activity
Merqu: With effect 1 November 2013 Pinnacle acquired the balance
of the shares that it did not already own (49%) in Merqu
Communications (Pty) Ltd (“Merqu”). The purchase price was made
up of R2 929 339 in cash, 50% payable immediately with the
balance due on 30 June 2014, and up to a maximum of 279 381
shares in Pinnacle. The shares will be issued over a
3-year period, are subject to the profitability of Merqu for the
year ending 30 June 2014, and will be issued at an agreed price
of R23.10 per Pinnacle share. The managers, and previous owners,
remain committed to the entity and have confidence in its future.
Pacific Cables: Pinnacle acquired 100% of the issued share
capital of Pacific Cables (Pty) Ltd at a price of R1. The entity
had a negative equity at the time of the acquisition which gave
rise to an Intangible of R2.2 million. The rationale behind the
purchase was to take on the employees involved in the
distribution of Krone cables to add to the ranges sold in the
Datanet division. The business has already been accommodated and
settled into this division.
Datacentrix: On 30 October 2013, the Competition authorities
approved, with certain conditions, for Pinnacle to acquire a
controlling stake in Datacentrix Holdings Limited
(“Datacentrix”). Consequently, the sale agreement, entered into
with Co-ordinated Network Investments (Pty) Ltd and Hoolican
Investments (Pty) Ltd on 6 June 2013 to acquire 61 152 467 shares
in Datacentrix, became unconditional.
On 13 November 2013, two nominees of Pinnacle were appointed to
the Datacentrix board. The directors have classified the
investment in Datacentrix as an associated company on the basis
that Pinnacle has significant influence, but not control, over
the financial and operating policies of Datacentrix. Thus, with
effect 1 November 2013 the results of Datacentrix have been
equity accounted.
IAS 28 Investments in Associates and Joint Ventures requires
equity accounting to be based on financial information that is
not more than 3 months old. However, Datacentrix is a listed
company and only the most recently published financial
information that is available to the public can be used for
equity accounting purposes. The financial year end of Datacentrix
is 28 February and therefore published results for the periods
ended 28 February and 31 August have been used, and will in the
future be used.
We are confident that Datacentrix will provide Pinnacle with a
significant revenue flow from the managed services and business
solutions market sector which is consistent with the Group’s
strategy to secure a greater portion of higher margin annuity
services and solutions revenues in its income mix.
SUBSEQUENT EVENTS
No other events material to the understanding of the report
occurred in the period between the period-end date and the date
of the report.
DIVIDENDS
In line with previous years, no interim dividend is proposed for
the period under review.
PROSPECTS
The overall economy faces challenging times ahead, with the
consumer becoming more financially constrained than ever and the
resources sector, bedevilled by labour and demand issues.
Nonetheless, the IT sector has remained resilient in the face of
these and other economic challenges and it is envisaged that it
will continue to remain reasonably so.
It is anticipated that the investment into Datacentrix will
deliver the group enhanced returns in the years ahead as we
explore synergies and enhancements.
We are moving into the period of highest activity during the year
for the IT industry and the Distribution division is well placed
to take advantage of all of these opportunities. The efforts of
the Group to expand its offerings into the rest of Africa is
paying off, with year on year revenue growth into the region of
46%. Infrasol is expanding its services offering and is seeing
increased traction, while Centrafin, Pinnacle’s finance
subsidiary, continues to enable transactions to take place within
the Group.
STATEMENT OF COMPLIANCE
These condensed consolidated financial statements for the 6
months ended 31 December 2013 have been prepared in accordance
with the Group’s accounting policies under the supervision of the
Chief Financial Officer, RD Lyon CA.
For and on behalf of the Board
D Mashile-Nkosi AJ Fourie
Chairperson Chief Executive Officer
Midrand
7 March 2014
PINNACLE HOLDINGS LIMITED
(previously Pinnacle Technology Holdings Limited)
Directors: D Mashile-Nkosi ^ (Chairperson), A Tugendhaft *
(Deputy Chairperson), AJ Fourie (Chief Executive), SH Chaba ^,
RD Lyon (Chief Financial Officer), RN Nkuna, TAM Tshivhase,
E van der Merwe ^
* (Non-executive) ^ (Independent non-executive)
Preparer of results: RD Lyon CA
Company Secretary: JV Parkin (BCompt(Hons), CTA)
Registered Office: The Summit, 269, 16th Road, Randjespark,
Midrand, 1685
Transfer Secretaries: Computershare Investor Services (Pty) Ltd,
Ground Floor, 70 Marshall Street, Johannesburg, 2001
Auditors: BDO South Africa Inc, Registered Auditors,
13 Wellington Road, Parktown, 2193
Sponsor: Deloitte & Touche Sponsor Services (Pty) Ltd
www.pinnacleholdings.co.za
Date: 07/03/2014 08:00:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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