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WORKFORCE HOLDINGS LIMITED - Preliminary audited condensed consolidated results for the year ended 31 December 2013 and notice of AGM

Release Date: 20/03/2014 17:47
Code(s): WKF     PDF:  
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Preliminary audited condensed consolidated results for the year ended 31 December 2013 and notice of AGM

WORKFORCE HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number: 2006/018145/06)
Share code: WKF
ISIN: ZAE000087847
("Workforce" or "the company" or "the group")

Preliminary audited condensed consolidated results for the year ended
31 December 2013 and notice of annual general meeting

Highlights
- Revenue from continuing operations increased by 13% to R1,658 billion 
compared to December 2012
- Headline earnings (HEPS) from continuing operations decreased by 
51% to 5,2 cents per share
- Headline earnings (HEPS) decreased by 79%
- Group days sales outstanding ("DSO") decreased to 47 days from 56 days 
in December 2012
- Cash flow from operating activities of R16,4 million versus an 
outflow of R22,9 million in the previous year

Please note, the above movements are based on prior period restated results



Condensed consolidated statement of comprehensive income
for the year ended 31 December
                                                                                  Restated
                                                                       Group         group
                                                                        2013          2012
                                                          Notes        R'000         R'000
Continuing operations                                      
Revenue                                                            1 658 802     1 471 744
Cost of sales                                                     (1 324 299)   (1 157 365)
Gross profit                                                         334 503       314 379
Operating costs                                                     (304 949)     (270 486)
Earnings before impairment, depreciation,                  
amortisation, interest and taxation (EBITDA)                          29 554        43 893
Depreciation and amortisation of                           
non-financial assets                                                  (8 844)       (8 751)
Operating profit                                                      20 710        35 142
Finance income                                                         3 233         2 670
Finance costs                                                        (15 831)      (12 460)
Profit before taxation                                                 8 112        25 352
Taxation credit/(expense)                                              3 817        (1 219)
Profit for the year from continuing operations                        11 929        24 133
Loss from discontinued operations                            14       (8 297)       (6 086)
Profit for the period                                                  3 632        18 047
Other comprehensive income for the year,                              
net of tax:                                                             (185)         (462)
Fair value loss on available-for-sale financial assets                         
to be reclassified subsequently to profit or loss                       (185)         (462)
Total comprehensive income for the year                                3 447        17 585
Profit for the year attributable to:                                   
Owners of the parent                                                   3 519        17 688
Non-controlling interests                                                113           359
                                                                       3 632        18 047
Total comprehensive income attributable to:                            
Owners of the parent                                                   3 334        17 226
Non-controlling interests                                                113           359
                                                                       3 447        17 585
Earnings per share (cents per share)                                    
Basic and fully diluted                                      10          1,6           7,8


Condensed consolidated statement of financial position
as at 31 December
                                                                    Restated      Restated
                                                         Group         group         group
                                                          2013          2012          2011
                                             Notes       R'000         R'000         R'000
Assets                                                
Non-current assets                                      97 807        85 942        79 081
Property, plant and equipment                    7       8 001         7 657         9 187
Goodwill                                                41 280        41 280        41 280
Intangible assets                                8      20 252        17 224        13 165
Deferred tax assets                                     26 443        18 165        13 371
Other financial assets                                   1 831         1 616         2 078
Current assets                                         434 994       423 508       363 615
Trade and other receivables                            418 034       400 261       343 434
Inventories                                              2 581         3 198         3 343
Taxation                                                   726         1 523           861
Cash and cash equivalents                        9      13 653        18 526        15 977
Total assets                                           532 801       509 450       442 696
Equity and liabilities                                                            
Equity                                                 212 206       209 309       191 941
Equity attributable to owners of the parent            212 392       209 058       191 832
Share capital and premium                              236 867       236 867       236 867
Treasury shares                                         (7 616)       (7 616)       (7 616)
Reverse acquisition reserve                           (125 499)     (125 499)     (125 499)
Available-for-sale reserve                                (416)         (231)          231
Retained earnings                                      109 056       105 537        87 849
Non-controlling interests                                 (186)          251           109
Non-current liabilities                                 14 736        14 282        13 091
Financial liabilities                                    8 970         9 124         9 153
Deferred tax liabilities                                 5 766         5 158         3 938
Current liabilities                                    305 859       285 859       237 664
Trade and other payables                               100 583        72 935        62 521
Financial liabilities                                  204 578       207 893       175 139
Taxation                                                   693           565             -
Bank overdraft                                               5         4 466             4
Total equity and liabilities                           532 801       509 450       442 696
                                                      

Group statement of changes in equity 
for the year ended 31 December 2013

                                               Attributable to owners of the parent
                                                 Share    
                                               capital         Reverse    
                                                   and     acquisition     Treasury
                                               premium         reserve       shares
                                                 R'000           R'000        R'000
Balance at 1 January 2012 as                                              
previously reported (refer to                                         
note 31) (restated)                            236 867        (125 499)      (7 616)
Adjustment                                           -               -            -
Balance at 1 January 2012                      236 867        (125 499)      (7 616)
Payment of dividends                                 -               -            -
Total comprehensive income for                                            
the year                                             -               -            -
Balance at 1 January 2013 as                                              
previously reported (refer to                                         
note 31) (restated)                            236 867        (125 499)      (7 616)
Adjustment                                           -               -            -
Balance at 1 January 2013                      236 867        (125 499)      (7 616)
Payment of dividends                                 -               -            -
Total comprehensive income for                                            
the year                                             -               -            -
Balance at 31 December 2013                    236 867      (125 499**)      (7 616)
Notes                                                9               9            9


                                              Attributable to owners of the parent
                                            Available-
                                              for-sale      Retained
                                               reserve      earnings         Total
                                                 R'000         R'000         R'000
Balance at 1 January 2012 as
previously reported (refer to 
note 31) (restated)                                231        93 395       197 378
Adjustment                                           -        (5 546)       (5 546)
Balance at 1 January 2012                          231        87 849       191 832
Payment of dividends                                 -             -             -
Total comprehensive income for                   
the year                                          (462)       17 688        17 226
Balance at 1 January 2013 as                     
previously reported (refer to                
note 31) (restated)                               (231)      116 580       220 101
Adjustment                                           -       (11 043)      (11 043)
Balance at 1 January 2013                         (231)      105 537       209 058
Payment of dividends                                 -             -             -
Total comprehensive income for                   
the year                                          (185)        3 519         3 334
Balance at 31 December 2013                       (416)      109 056       212 392
Notes                                               5*


                                                  Non-
                                           controlling         Total
                                             interests        equity
                                                 R'000         R'000
Balance at 1 January 2012 as
previously reported (refer to 
note 31) (restated)                                109       197 487
Adjustment                                           -        (5 546)
Balance at 1 January 2012                          109       191 941
Payment of dividends                              (217)         (217)
Total comprehensive income for                   
the year                                           359        17 585
Balance at 1 January 2013 as                     
previously reported (refer to                
note 31) (restated)                                251       220 352
Adjustment                                           -       (11 043)
Balance at 1 January 2013                          251       209 309
Payment of dividends                              (550)         (550)
Total comprehensive income for                   
the year                                           113         3 447
Balance at 31 December 2013                       (186)      212 206

Notes
*Fair value gains on available-for-sale financial assets are recognised in other 
comprehensive income and reclassified to profit or loss on disposal (note 5).
**The reverse acquisition reserve arose on the listing of Workforce Holdings
Limited in the 2006 financial year end.


Condensed consolidated statement of cashflows
for the year ended 31 December
                                                                        Group        Group
                                                                         2013         2012
                                                           Notes        R'000        R'000
Cash generated from operations before net working                                 
capital changes                                                         6 254       23 513
Cash generated from operations                              11.1       18 554       35 851
Finance income                                                          3 233        2 646
Finance costs                                                         (15 831)     (12 460)
Taxation paid                                               11.2          296       (2 524)
Increase in net working capital                             11.3       10 185      (46 316)
Cash flows from operating activities                                   16 438      (22 803)
Cash flows from investing activities                                  (12 831)     (11 618)
Dividends received                                                          -           24
Property, plant and equipment acquired                                            
- maintaining operations                                       7       (4 329)      (3 108)
- expanding operations                                         7          (55)        (321)
Proceeds on disposal of property, plant and equipment                     147          381
Intangible assets acquired - maintaining operations            8       (8 194)      (8 594)
Acquisition of other financial assets                                    (400)           -
Cash flows from financing activities                                   (4 019)      32 508
Proceeds from borrowings                                               (3 469)      32 725
Dividends paid to shareholder in subsidiary                              (550)        (217)
Net change in cash and cash equivalents                                  (412)      (1 913)
Cash and cash equivalents at the beginning of the year                 14 060       15 973
Cash and cash equivalents at the end of the year            11.4       13 648       14 060
                                                                  

Notes to the condensed consolidated financial statements
for the year ended 31 December 2013

1. Nature of operations and general information
The principle activities of Workforce Holdings Limited and its subsidiaries are staff 
outsourcing, recruitment and specialist staffing and human resources support services 
(including the provision of financial and retail lending products).

2. Basis of preparation and significant accounting policies
This preliminary report is extracted from audited information, but is not itself audited.
The board of directors of Workforce takes full responsibility for the preparation of this
preliminary report and that the financial information has been correctly extracted from
the underlying annual financial statements.

The condensed consolidated financial statements have been prepared in accordance with 
the JSE Limited's Listings Requirements for annual financial statements, International 
Accounting Standard (IAS) 34, Annual Financial Reporting and the South African Companies 
Act, No 71 of 2008, as amended, as well as the SAICA Financial Reporting Pronouncements 
as issued by the Financial Reporting Standards Council.

The condensed annual financial statements for the 12 months ended 31 December 2013 
were compiled under the supervision of W van Wyk, the group financial director. 
The condensed consolidated annual financial statements have been prepared in accordance 
with International Financial Reporting Standards and have been applied consistently with
the accounting policies applied in the annual financial statements for the year ended 
31 December 2013.

3. Audit opinion
The consolidated results for the year ended 31 December 2013 have been audited by the 
group's auditors, Horwath Leveton Boner, and their unqualified audit report is available
for inspection at the registered office of the group.

4. Directorate
There have been no changes to the board during the period under review, up to and including
the date of this report.

5. Posting of integrated annual report and notice of annual general meeting
The integrated annual report for the year ended 31 December 2013 will be despatched to 
shareholders on 31 March 2014.

Notice is hereby given that the annual general meeting of shareholders of Workforce will
be held at 10:00 on Tuesday 20 May 2014 at 11 Wellington Street, Parktown, Johannesburg,
2193 to transact the business stated in the notice of the annual general meeting, which
is contained in the integrated annual report.

The board of directors of the company determined that, in terms of section 62 (3)(a), 
as read with section 59 of the Companies Act, 2008 (Act 71 of 2008), as amended, the 
record date for the purposes of determining which shareholders of the company are 
entitled to participate in and vote at the annual general meeting is Friday, 9 May 2014.
Accordingly, the last day to trade in Workforce shares in order to be recorded in the
Register to be entitled to vote at the annual general meeting will be Wednesday, 30 April 2014.

6. Events after reporting date
No material events occurred between the reporting date and the date of approval of these 
condensed financial statements.

7. Property, plant and equipment
                                             2013
                                        Accumulated      Carrying
                               Cost    depreciation         value
                              R'000           R'000         R'000
Motor vehicles                6 644          (4 257)        2 387
Computer equipment           17 701         (15 901)        1 800
Industrial equipment          2 328          (2 094)          234
Office equipment             11 264          (9 467)        1 797
Leasehold improvements        1 162            (824)          338
Training manuals              6 386          (4 941)        1 445
                             45 485         (37 484)        8 001
         
         
                                             2012
                                        Accumulated      Carrying
                               Cost    depreciation         value
                              R'000           R'000         R'000
Motor vehicles                4 736          (3 635)        1 101
Computer equipment           16 857         (14 493)        2 364
Industrial equipment          2 148          (2 015)          133
Office equipment             10 944          (8 826)        2 118
Leasehold improvements        1 078            (701)          377
Training manuals              5 838          (4 274)        1 564
                             41 601         (33 944)        7 657
         
         
                                             2011
                                        Accumulated      Carrying
                               Cost    depreciation         value
                              R'000           R'000         R'000
Motor vehicles                5 668          (3 807)        1 861
Computer equipment           15 852         (12 926)        2 926
Industrial equipment          2 137          (1 955)          182
Office equipment             10 029          (8 219)        1 810
Leasehold improvements          974            (594)          380
Training manuals              5 256          (3 228)        2 028
                             39 916         (30 729)        9 187
                          
The carrying value of property, plant and equipment can be reconciled as follows:
                                            
                                  Motor      Computer    Industrial       Office
                               vehicles     equipment     equipment    equipment
                                  R'000         R'000         R'000        R'000
Carrying value at        
1 January 2011                    2 720         1 729           321        2 511
Additions                           672         1 734             -        1 170
Disposals                          (470)           (1)            -          (51)
Reclassifications                     -           594           (80)        (514)
Depreciation                     (1 061)       (1 130)          (59)      (1 306)
Carrying value at        
1 January 2012                    1 861         2 926           182        1 810
Additions                           583         1 189            10          967
Disposals                          (535)          (18)            -           (2)
Depreciation                       (808)       (1 733)          (59)        (657)
Carrying value at        
31 December 2012                  1 101         2 364           133        2 118
Additions                         2 235           858           180          478
Disposals                          (109)          (11)            -          (59)
Depreciation                       (840)       (1 411)          (79)        (740)
Carrying value at        
31 December 2013                  2 387         1 800           234        1 797
                         
                                   
                              Leasehold      Training
                           improvements       manuals         Total
                                  R'000         R'000         R'000
Carrying value at 
1 January 2011                      202         2 416         9 899
Additions                           258           562         4 396
Disposals                             -            (1)         (523)
Reclassifications                     -             -             -
Depreciation                        (80)         (949)       (4 585)
Carrying value at 
1 January 2012                      380         2 028         9 187
Additions                            89           591         3 429
Disposals                             -             -          (555)
Depreciation                        (92)       (1 055)       (4 404)
Carrying value at 
31 December 2012                    377         1 564         7 657
Additions                            85           548         4 384
Disposals                             -             -          (179)
Depreciation                       (124)         (667)       (3 860)
Carrying value at 
31 December 2013                    338         1 445         8 001

All depreciation charges are included in "depreciation and amortisation of non-financial 
assets" in the statement of comprehensive income. No property, plant and equipment have 
been impaired during the year (2012: Nil).

The net book value of motor vehicles held under instalment sales at 31 December 2013 
amounted to R1 961 578 (2012: R595 583). Motor vehicles acquired under instalment 
sales amounted to R2 398 803 (2012: R394 423). 

The group has no further contractual commitments to acquire property, plant and equipment 
at the reporting date.

8. Intangible assets
                                               2013
                                           Accumulated    Carrying
                                  Cost    amortisation       value
                                 R'000           R'000       R'000
Computer software               96 529         (76 485)     20 096
Brands                             182             (26)        156
                                96 711         (76 511)     20 252
              
              
                                               2012
                                           Accumulated    Carrying
                                 Cost     amortisation       value
                                R'000            R'000       R'000
Computer software              31 816          (14 592)     17 224
Brands                              -                -           -
                               31 816          (14 592)     17 224
              
              
                                               2011
                                           Accumulated    Carrying
                                 Cost     amortisation       value
                                R'000            R'000       R'000
Computer software              23 263          (10 098)     13 165
Brands                             -                 -           -
                               23 263          (10 098)     13 165
         
The carrying amounts of intangible assets can be reconciled as follows:

                                                        Computer   
                                            Brands      software       Total
                                             R'000         R'000       R'000
Carrying value at 
1 January 2011                                   -         9 640       9 640
Additions                                        -         6 634       6 634
Amortisation                                     -        (3 109)     (3 109)
Carrying value at 
1 January 2012                                   -        13 165      13 165
Additions                                        -         8 594       8 594
Amortisation                                     -        (4 535)     (4 535)
Carrying value at 
31 December 2012                                 -        17 224      17 224
Additions                                      182         8 012       8 194
Amortisation                                   (26)       (5 140)     (5 166)
Carrying value at 
31 December 2013                               156        20 096      20 252

The above amortisation expense is included in "depreciation and amortisation of 
non-financial assets" in the statement of comprehensive income. No intangible 
assets have been impaired during the year (2012: Nil). Computer software is mostly 
internally generated.

Brands represents the brand "Tshwane Nursing agency" which was bought in June 2013, 
in order to give the group's nursing business a foothold in Tshwane. 

The group has no further contractual commitments to acquire intangible assets at 
the reporting date. Included in intangible assets is computer software that is not 
considered integral to computer equipment.

9. Cash and cash equivalents
Cash and cash equivalents include the following components:
                                            
                                     2013        2012        2011
                                    R'000       R'000       R'000
Cash at bank and in hand           13 364      17 717       8 797
Short-term deposits                   289         809       7 180
                                   13 653      18 526      15 977
                                      
The carrying value of cash and cash equivalents is considered a reasonable approximation 
of fair value.

10. Earnings per share
Basic earnings per share
The earnings and weighted average number of ordinary shares used in the calculation 
of basic earnings per share are as follows:
                                                                                
                                                             2013         2012
Profit attributable to equity shareholders                            
of the parent company (R'000)                               3 519       17 688
Weighted average number of ordinary                                   
shares in issue ('000)                                    225 630      225 630
Basic earnings per share (cents)                              1,6          7,8

Diluted earnings per share
There are no potential dilutive shares therefore diluted earnings per share equates 
to basic earnings per share.

Headline earnings per share
The earnings used in the calculation of headline earnings per share are as follows:

                                                             2013         2012
Profit attributable to equity shareholders                            
of the parent company (R'000)                               3 519       17 688
Headline earnings adjustment (R'000)                           24          125
Loss on disposal of property,                                  
plant and equipment                                            33          174
Tax effects of adjustments                                     (9)         (49)
Total headline earnings (R'000)                             3 543       17 813
Weighted average number of shares in issue ('000)         225 630      225 630
Headline earnings per share (cents)                           1,6          7,9

Headline earnings per share from continuing operations
The earnings used in the calculation of headline earnings per share from continuing 
operations are as follows:
                                                                            
                                                             2013         2012
Headline earnings (R'000)                                   3 543       17 813
- Loss from discontinued operations (R'000)                 8 297        6 086
Total headline earnings (R'000)                            11 840       23 899
Weighted average number of shares in issue ('000)         225 630      225 630
Headline earnings per share from                                      
continuing operations (cents)                                 5,2         10,6
                                                      
                                                                                
11. Notes to the statement of cash flows                                         
11.1 Cash generated from operations                          
                                                             2013         2012
                                                            R'000        R'000
Profit before taxation                                      8 112       25 352
Interest and dividend income                               (3 233)      (2 670)
Finance costs                                              15 831       12 460
Loss from discontinued operations                         (11 523)      (8 452)
Adjusted for non-cash items:                                
Loss on disposal of property, 
plant and equipment                                            33          174
Depreciation and amortisation of 
non-financial assets                                        9 026        8 939
Share Option Grants                                           308           48
                                                           18 554       35 851
                               
                           
11.2 Taxation paid                                        
                                              2013           2012
                                             R'000          R'000
Charged to profit or loss                    3 817          1 147
Adjusted for deferred tax                   (4 445)        (3 574)
Movement in taxation balance                   925            (97)
                                               298         (2 524)
11.3 Working capital changes                 
                                              2013           2012
                                             R'000          R'000
Change in trade and other receivables      (17 773)       (56 827)
Change in inventories                          617            145
Change in share-based payment                 (308)           (48)
Change in trade and other payables          27 649         10 414
                                            10 185        (46 316)
11.4 Cash and cash equivalents               
                                              2013           2012
                                             R'000          R'000
Bank and cash balances (note 9)             13 653         18 526
Bank overdraft                                  (5)        (4 466)
                                            13 648         14 060
           
           
12. Segment reporting
The group's segmental analysis is based on the following five core business segments:
- Staffing and Recruitment comprises staff outsourcing which provides human resources 
to clients on both a short-term and long-term basis, recruitment and specialist staffing, 
which include permanent and temporary placements, ad-response handling, executive search, 
call centre staffing and importing and exporting of skills.
- Training and Consulting, which responds to market demands as a registered Private 
Further Education and Training (FET) provider.
- Financial and Lifestyle Products, which offers a range of lifestyle products and 
support services to employees.
- Employee Health Management, which offers a comprehensive range of occupational and 
primary health management services.
- Process Outsourcing, which focuses on delivering productive and functional business 
process outsourcing solutions, including the statutory and legal elements associated 
therewith.

These operating segments are monitored and strategic decisions are made on the basis 
of adjusted segment operating results.

Segment information can be analysed as follows for the reporting periods under review:

                                                                         Financial
                                      Staffing and    Training and   and Lifestyle
                                       Recruitment      Consulting        Products
2013                                         R'000           R'000           R'000
Segment revenues                         1 499 845          26 798          55 983
Inter-segment revenue                           36           6 454               -
Cost of sales                           (1 239 184)        (14 038)        (13 984)
Operating costs                           (198 625)        (16 284)        (29 444)
EBITDA                                      62 072           2 930          12 555
Depreciation and amortisation of                                     
non-financial assets                        (1 885)           (931)         (2 285)
Segment operating profit                    60 187           1 999         10 270
Capital expenditure                          3 886             936           3 284
Segment total assets                       277 613           3 088         121 734
Segment total liabilities                  (66 565)         (7 152)       (119 492)
Net segment assets                         211 048          (4 064)          2 242

                                         
                                          Employee
                                            Health         Process         Central
                                        Management     Outsourcing            cost
2013                                         R'000           R'000           R'000
Segment revenues                            24 019          52 157               -
Inter-segment revenue                        1 095               -               -
Cost of sales                               (9 551)        (47 542)              -
Operating costs                            (13 529)         (3 174)        (51 478)
EBITDA                                       2 034           1 441         (51 478)
Depreciation and amortisation of         
non-financial assets                          (191)            (77)         (3 475)
Segment operating profit                     1 843           1 364         (54 953)
Capital expenditure                            325             306           3 659
Segment total assets                         5 978           8 292         116 096
Segment total liabilities                   (5 700)         (8 390)       (113 296)
Net segment assets                             278             (98)          2 800


                                     Consolidation
                                           entries           Total
2013                                         R'000           R'000
Segment revenues                                 -       1 658 802
Inter-segment revenue                       (7 585)              -
Cost of sales                                    -      (1 324 299)
Operating costs                              7 585        (304 949)
EBITDA                                           -          29 554
Depreciation and amortisation of               
non-financial assets                             -          (8 844)
Segment operating profit                         -          20 710
Capital expenditure                              -          12 396
Segment total assets                             -         532 801
Segment total liabilities                        -        (320 595)
Net segment assets                               -         212 206


                                                                        Financial
                                      Staffing and    Training and  and Lifestyle
                                       Recruitment      Consulting       Products
2012                                         R'000           R'000          R'000
Segment revenues                         1 352 735          25 558         50 088
Inter-segment revenue                        7 368          14 055              -
Cost of sales                           (1 102 190)        (10 405)       (17 761)
Operating costs                           (184 580)        (33 186)       (18 015)
EBITDA                                      73 333          (3 978)        14 312
Depreciation and amortisation of     
non-financial assets                        (2 246)         (1 286)        (1 866)
Segment operating profit                    71 086          (5 264)        12 446
Capital expenditure                          3 513             936          3 284
Segment total assets                       277 128           4 982         97 403
Segment total liabilities                  (40 352)         (3 009)       (17 906)
Net segment assets                         236 776           1 973         79 497


                                          Employee
                                            Health         Process        Central
                                        Management     Outsourcing           cost
2012                                         R'000           R'000          R'000
Segment revenues                            22 945          20 418              -
Inter-segment revenue                          568               -              -
Cost of sales                               (9 580)        (17 429)             -
Operating costs                            (12 449)         (2 233)       (42 014)
EBITDA                                       1 484             756        (42 014)
Depreciation and amortisation of         
non-financial assets                          (177)            (85)        (3 091)
Segment operating profit                     1 307             671        (45 105)
Capital expenditure                            325             306          3 659
Segment total assets                         5 901           1 037        122 999
Segment total liabilities                   (1 403)           (598)      (236 873)
Net segment assets                           4 498             439       (113 874)


                                     Consolidation
                                           entries           Total
2012                                         R'000           R'000
Segment revenues                                 -       1 471 744
Inter-segment revenue                      (21 991)              -
Cost of sales                                    -      (1 157 365)
Operating costs                             21 991        (270 486)
EBITDA                                           -          43 893
Depreciation and amortisation of                
non-financial assets                             -          (8 751)
Segment operating profit                         -          35 142
Capital expenditure                              -          12 023
Segment total assets                             -         509 450
Segment total liabilities                        -        (300 141)
Net segment assets                               -         209 309


                                                                        Financial
                                      Staffing and    Training and  and Lifestyle
                                       Recruitment      Consulting       Products
2011                                         R'000           R'000          R'000
Segment revenues                         1 221 279          20 142         45 386
Inter-segment revenue                          714           9 122              -
Cost of sales                             (986 792)         (5 479)       (12 264)
Operating costs                           (177 916)        (21 458)       (14 542)
EBITDA                                      57 285          (2 327)        18 580
Depreciation and amortisation of                     
non-financial assets                        (2 630)         (1 236)        (1 334)
Segment operating profit                    54 655          (1 091)        17 246
Capital expenditure                          2 767             466          3 971
Segment total assets                       244 898          11 112         75 194
Segment total liabilities                  (65 929)         (1 693)        (2 131)
Net segment assets                         178 969           9 419         73 063


                                          Employee
                                            Health         Process        Central
                                        Management     Outsourcing           cost
2011                                         R'000           R'000          R'000
Segment revenues                            20 744          41 010              -
Inter-segment revenue                          541               -              -
Cost of sales                               (8 318)        (26 733)             -
Operating costs                            (11 054)        (12 761)       (40 620)
EBITDA                                       1 913           1 516        (40 620)
Depreciation and amortisation of          
non-financial assets                          (123)           (275)        (2 096)
Segment operating profit                     1 790           1 241        (42 716)
Capital expenditure                             91             133          3 602
Segment total assets                         3 992           1 527        105 973
Segment total liabilities                     (897)           (149)      (179 956)
Net segment assets                           3 095           1 378        (73 983)


                                     Consolidation
                                           entries           Total
2011                                         R'000           R'000
Segment revenues                                 -       1 348 561
Inter-segment revenue                      (10 377)              -
Cost of sales                                    -      (1 039 586)
Operating costs                             10 377        (267 974)
EBITDA                                           -          41 001
Depreciation and amortisation of                
non-financial assets                             -          (7 694)
Segment operating profit                         -          33 307
Capital expenditure                              -          11 030
Segment total assets                             -         442 696
Segment total liabilities                        -        (250 755)
Net segment assets                               -         191 941

No segmental information is provided in respect of geographical analysis as the group 
operates primarily in South Africa.

                                         
13. Prior period error
Due to the fraud as detailed in note 14, the financial results had to be adjusted 
as detailed below.
                                                    
                                                Previously
                                                  reported    Restated   Adjustment
                                                      2012        2012         2012
                                                     R'000       R'000        R'000
Condensed consolidated statement of            
comprehensive income                           
(Loss) from discontinued operations                   (589)     (6 086)       5 497
Earnings per share (cents per share)                                         
Basic and fully diluted                               10,3         7,8          2,5
Headline                                              10,4         7,9          2,5
Condensed consolidated statement of                                          
financial position                                                           
Non-current assets                                                           
Deferred tax assets                                 13 757      18 165       (4 408)
Current assets                                                               
Trade and other receivables                        415 712     400 261       15 451
Equity and liabilities                                                       
Equity                                                                       
Retained earnings                                  116 580     105 537       11 043
Condensed consolidated statement of cash flows                               
Cash generated from operations before net                                    
working capital changes                             31 214      15 763       15 451
Cash generated from operations                      43 555      32 512       11 043
Finance income                                       2 646       2 646            -
Finance costs                                      (12 463)    (12 463)           -
Taxation paid                                       (2 524)     (6 932)       4 408
Increase in net working capital                    (54 017)    (38 566)     (15 451)
Cashflows from operating activities                (22 803)    (22 803)           -
                                                      

                                                Previously
                                                  reported    Restated   Adjustment
                                                      2011        2011         2011
                                                     R'000       R'000        R'000
Condensed consolidated statement of                 
comprehensive income                                
Profit/(loss) from discontinued operations           2 193      (3 353)       5 546
Earnings per share (cents per share)                
Basic and fully diluted                               10,4         7,9          2,5
Headline                                              10,4         7,9          2,5
Condensed consolidated statement of                 
financial position                                  
Non-current assets                                  
Deferred tax assets                                 11 215      13 371       (2 156)
Current assets                                      
Trade and other receivables                        351 136     343 434        7 702
Equity and liabilities                             
Equity                                             
Retained earnings                                   93 395      87 849        5 546
Condensed consolidated statement of cash flows     
Cash generated from operations before net          
working capital changes                             30 428      22 726        7 702
Cash generated from operations                      40 932      35 386        5 546
Finance income                                       3 271       3 271            -
Finance costs                                      (10 896)    (10 896)           -
Taxation paid                                       (2 879)     (5 035)       2 156
Increase in net working capital                    (65 751)    (58 049)      (7 702)
Cashflows from operating activities                (35 323)    (35 323)           -

14. Discontinued operations
As previously communicated to shareholders Workforce discovered that an act of fraud had 
been perpetrated by senior members of management in the Programmed Construction business. 
Accordingly, the board decided to discontinue the affected business. The business has been 
in the process of being wound up during the year and will effectively be abandoned early 
in 2014. The net effect on the financial results are shown below.
                                                       
                                                          2013          2012
                                                         R'000         R'000
Condensed consolidated statement of                                 
comprehensive income                                                
Revenue                                                  1 964        17 767
Cost of sales                                           (8 144)      (16 270)
Gross profit                                            (6 180)        1 497
Operating costs                                         (5 161)       (9 757)
Earnings before impairment, depreciation,                           
amortisation, interest and taxation(EBITDA)            (11 341)       (8 260)
Depreciation and amortisation of non-financial                      
assets                                                    (182)         (188)
Operating (Loss)                                       (11 523)       (8 448)
Finance costs                                                -            (4)
Loss before taxation                                   (11 523)       (8 452)
Taxation                                                 3 226         2 366
(Loss) for the period from discontinued                      
operations                                              (8 297)       (6 086)
Condensed consolidated statement of                                 
financial position                                                  
Total assets                                            11 727        24 050
Trade and other receivables                              5 683        20 155
Taxation                                                 6 044         2 818
Property, plant and equipment                                -           455
Cash and cash equivalents                                    -            30
Inventory                                                    -           592
Total equity and liabilities                            11 727        24 050
Retained earnings                                      (18 361)      (10 064)
Loan from group company                                 29 483        31 978
Trade and other payables                                   605         2 136
Condensed consolidated statement of cash flows                      
Net cash flows from operating activities                 2 466       (11 820)
Net cash flows from investing activities                     -          (643)
Net cash flows from financing activities                (2 496)       12 493
Net cash inflow/(outflow)                                  (30)           30

Workforce Holdings Limited

Overview
The financial year ended 31 December 2013 has been a positive one for the group with 
strong performance in top line growth and cost control. The negative impact of the 
losses incurred from discontinued operations and higher than normal bad debt write offs
due to the board of directors implementing a more stringent evaluation of the debtors 
book impacted negatively on net profits. We believe the group's core business is very 
well positioned for growth and its strategy of diversifying revenue and risk is on track. 
Management across the group is confident of producing solid results in 2014 in line 
with budget.

Operational
Group revenues increased 13% to R1,6 billion off a well controlled cost base. Tight cost 
management resulted in a slight increase in operating costs before bad debt charges of 5%.
EBITDA from continuing operations of R30 million was impacted by the R19 million bad debts
charge that the group had to absorb. Losses from discontinued operations of R8,3 million 
resulted in a reduced net profit of R3,6 million for the period under review. Net EPS of 
1,6 cents was down from 7,8 cents in the same period 2012.

The group's staffing and recruitment segment which includes both blue-collar industrial 
staffing and white-collar recruitment made inroads into the market with an increase in 
revenue to R1,5 billion from R1,35 billion in the previous year.

The blue-collar operations performed well showing strong signs of growth in market share 
and a well controlled cost base. New branches have been established across South Africa 
and in neighboring Mozambique to take advantage of what we believe are strong growth
trends. The group's strategy of decentralising its sales and operations focus off a 
centralised administration and control function is serving the group well.

The white-collar operations including the brands of Teleresources and Fempower experienced 
a difficult year. Management changes within the Teleresource group are expected to impact
positively on 2014 results. The group's nursing and allied medical support business - 
Allmed and Albrecht Nursing - continued there expansion into new geographies, which has 
come on the back of increased cost.

The training and consulting operations continued to show signs of recovery. Various cost 
saving initiatives were implemented including the consolidation of numerous branches into 
the Workforce Staffing infrastructure. Sales pipelines look strong and good deal flow is 
expected in 2014 which will further strengthen the business. The training operations 
delivered less learnership than in prior years due to problems experienced with the 
relevant SETA administration. The group's tax benefits from learnerships resulted in 
a positive tax contribution from continuing operations of R2,6 million.

The group's financial services business continued to expand its revenue base. Further 
implementations of new systems to enhance the businesses debt recovery and rehabilitation 
process continued.

The cash collections environment continues to present challenges, however the group's 
days sales outstanding ("DSO") improved materially from 56 days in 2012 to 47 days at 
year-end. Further system enhancements are being made to assist with credit control and 
with the timeous collection of outstanding debt. The group expects to achieve its target 
DSO of 40 days during the next reporting period.

Group sustainability
The group is continually assessing its environment to determine potential risk areas 
and its relative impact on sustainability. This is an iterative process which includes 
all layers of management and employees within the group. Material sustainability issues 
which we have identified and actively managed include the following:

Labour law regulation
It is common knowledge that we are all facing a change within labour legislation in 
South Africa. Specifically with regards to the amendments
to the following Acts:
- the Labour Relations Act;
- the Basic Conditions of Employment Act;
- the Employment Equity Act;
- the Broad-Based Black Economic Empowerment Act;
- Codes of Good Practise on Broad-Based Economic Empowerment; and
- the implementation of the Employment Services Bill.

Our business has invested in its resources to ensure that all our systems, policies, 
processes and contracts are aligned with the pending amendments. We have aligned 
ourselves as a business to ensure that as a temporary employment service we are still 
able to provide comprehensive staffing solutions to all our clients whilst operating 
within the necessary legislative framework.

Liquidity
Liquidity and the availability of cash to ensure that the group is able to meet its 
growth objectives remain a major focus for management. Various initiatives are ongoing 
and substantial progress has been made in 2013. Cash generated from operations improved 
to R16,4 million from an outflow of R22,8 million in the previous period. These initiatives 
include and focus on:
1. credit granting and terms and management of debtors days outstanding;
2. sustainable growth, with specific focus on improving current debt to equity and 
cash conversion ratios; and
3. the diversification of income streams.

Progress is monitored against targets which includes: 1) group DSO of 40 days; and 
2) a cash conversion ratio of 80%. Management believes that these targets could 
be realised in 2014.

Human resource
Developing and retaining top talent has been identified by the group as a strategic 
priority. Substantial progress has been made toward achieving this goal. Various 
initiatives are being implemented which include senior management training and 
development to facilitate sustainability and succession, the implementation of 
various incentive schemes including the group's Share Appreciation Rights Scheme
which made its second allocation in December 2013 and the identification and 
training of talent at lower and middle management levels across all functions. 
These initiatives together with the implementation and roll out of our group 
code of conduct, delegation of authority and whistleblower programme reinforce 
governance and create a diverse cultural environment with clear performance objectives.

Targets and outlook
Current market trends and ongoing developments within the group augur well for its future
growth and profitability. Labour legislation is creating renewed growth opportunity 
resulting from consolidation of smaller players and a requirement by business to partner 
with compliant staffing providers. Our systems place us in a unique position to take 
advantage of this growth, and scale across geographies into Africa and other territories. 
The global requirement for flexible staffing solutions continues to expand amid a growing 
global challenge of skills shortages. Our group has over the past 43 years developed core 
competencies to assist clients wherever they need to manage these challenges. We remain
focused on achieving our stated objectives and KPIs which include:

KPI                       Target
Return on sales               3%
Return on equity             16%
OPEX                         17%
DSO                      40 days
Dividend % payout            25%

Our solid positioning in the market coupled with great people, process and systems 
will ensure that we deliver on our targets. We believe the group is well positioned 
for the future.

For and on behalf of the board

RS Katz
(Chairman)

LH Diamond
(Chief executive officer)

WP van Wyk
(Group financial director)

20 March 2014

Johannesburg

Designated Advisor
Merchantec Capital

Auditor
Horwath Leveton Boner

Transfer Secretaries
Link Market Services South Africa Proprietary Limited

Directors
Ronny Katz (Chairman)
Lawrence Diamond (Chief executive officer)
Willie van Wyk (Financial director)
Mark Anderson (Non-executive director)
Lulu Letlape (Independent non-executive director)
Kyansambo Vundla (Independent non-executive director)
John Macey (Independent non-executive director)

Company Secretary
Sirkien van Schalkwyk

Registered office address
11 Wellington Road
Parktown
2193

PO Box 11137
Johannesburg
2000






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