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Unaudited financial results for the half year ended 31 March 2014
TRANSACTION CAPITAL LIMITED
Registration number: 2002/031730/06
(Incorporated in the Republic of South Africa)
("Transaction Capital" or "the company" or "the group")
JSE share code: TCP
ISIN code: ZAE000167391
Tax reference number: 9466/298/15/6
UNAUDITED FINANCIAL RESULTS
FOR THE HALF YEAR ENDED 31 MARCH 2014
HIGHLIGHTS
Continuing headline earnings up 28% to R148 million
Continuing headline earnings per share up 28% to 25.5 cents
Continuing gross loans and advances up 14% to R6 149 million
After the capital distribution of 210 cents per share net asset value per share down 14% to 499.7 cents
Capital adequacy ratio up 46% to 53.2%
Continuing return on average assets stable at 3.2%
Continuing return on average equity down to 9.4% from13.0%
Interim dividend of 6 cents per share
Dividend cover of 4.25 times on continuing headline earnings per share
COMMENTARY
OVERVIEW
During the first half of the 2014 financial year Transaction Capital operated a portfolio of assets substantially different from those
reported on at the end of the 2013 financial year. The change in portfolio, occasioned by the sale of two subsidiaries, was a
response to emergent opportunities to realise value for shareholders while reducing the range and complexity of risks facing the
group.
The sale of Paycorp became effective on 1 November 2013, on which date proceeds of R937 million were received, representing
18.7 times earnings to September 2013, resulting in a profit on sale of R425 million and yielding an internal rate of return of
18.2%.
The sale of Bayport was effective on 31 December 2013, with proceeds of R1.3 billion for Transaction Capital's 82.65% stake
received on 10 January 2013, representing 6.7 times earnings, yielding a profit of R234 million and a 32.6% internal rate of return.
This disposal enabled Transaction Capital to significantly reduce the various regulatory, consumer credit and capital risks it faced.
Subsequent to the two sale transactions, the board took a decision to return a portion of the capital generated through a capital
distribution of 210 cents per share. On 17 March 2014 Transaction Capital distributed R1.2 billion to shareholders, resulting in an
improved and more efficient capital structure but a reduced net asset value.
ENVIRONMENT
The South African consumer economy continued to soften during the first half of the 2014 financial year as employment and real
wage growth slowed, fuel and electricity prices increased, exchange rate related inflation eroded disposable income and labour
unrest escalated. The Monetary Policy Committee increased the repo interest rate by 50 basis points to 5.5% for the first time
since 2008, placing added pressure on the South African consumer. The possibility of further rate hikes was emphasised by the
Reserve Bank Governor. It is important to note that following the sale of Bayport, Transaction Capital is less exposed to the
consumer credit environment and the regulations pertaining thereto.
Residual regulatory uncertainty does however remain. The process followed in approving the National Credit Amendment Bill was
uncoordinated from multiple and sometimes competing ministries, assessment of the consequences of the proposed legislation
was inadequate, and little response was afforded to business comment on the proposed legislation. Poor enforcement of existing
laws by regulators remains a threat to unsophisticated users and compliant operators throughout the financial services sector.
Transaction Capital thus continues to engage regularly with its regulators, particularly the National Credit Regulator and Financial
Services Board.
Notwithstanding the challenging consumer environment, the underserved and growing small and medium-sized enterprise ("SME")
finance market continues to present Transaction Capital with significant opportunity. According to SBP business environment
specialists' February 2014 SME growth index, almost 40% of all SMEs experienced working capital funding constraints during
2013, supporting increased demand by SMEs for Transaction Capital's products.
FINANCIAL PERFORMANCE
Transaction Capital's continuing operations performed in line with expectations for the first half of the financial year.
Headline earnings grew by 28% to R148 million through solid results achieved in each of the divisions. Net interest income
increased by 20% to R395 million, driven by a 14% growth in gross loans and advances to R6 149 million and an increased net
interest margin of 13.1%, effected in part by a lower average cost of borrowings of 10.3%. Non-interest revenue increased by 11%
to R523 million, whilst the cost-to-income ratio improved from 64.3% to 61.9% through the restructure of the group executive
office, and excellent cost containment and efficiencies in all divisions.
In line with the group's strategy to grow its book in the mid-teens while focusing on credit quality, the credit loss ratio increased
marginally from 4.9% to 5.3% due to the active write-off of entry level vehicles in SA Taxi, and remains well within the stated
medium-term upper tolerance level of 6%. It is encouraging to note that the group non-performing loan ("NPL") ratio has remained
stable since September 2013 at about 28.6%. The NPL ratio increased year-on-year from 27.0% to 28.6% as a result of SA Taxi
holding repossessed vehicles for longer time periods than historically, to refurbish vehicles to a higher quality before disposal. The
current and comparative NPL ratio is calculated according to a revised definition, considered to be more appropriate for SA Taxi
and adopted during the first half of the 2014 financial year.
Following the disposal of Paycorp and Bayport, as well as the capital distribution, Transaction Capital's equity and debt capital
position remains robust. The capital adequacy level of 53.2% is significantly higher than the medium term target of 30%, and the
group is well positioned to take advantage of and fund organic and acquisitive growth opportunities.
OPERATIONAL HIGHLIGHTS AND PROSPECTS
ASSET-BACKED LENDING - SA TAXI AND RAND TRUST
The division increased headline earnings by 15% to R78 million, driven by a 14% increase in gross loans and advances.
SA Taxi is a financier of independent SMEs in the minibus taxi industry.
The estimated national fleet of 200 000 privately owned minibus taxis remains the primary means of transport for most South
African commuters. The replacement of ageing vehicles continues to create a robust demand for the minibus taxi finance provided
by SA Taxi.
Growth in gross loans and advances continues in the mid-teens notwithstanding new vehicle origination entirely comprised of
premium vehicles and a tightening of credit-lending criteria. This together with recent strong collection trends have been
encouraging, resulting in a credit loss ratio of 5.6% which is below SA Taxi's upper tolerance level of 6%. Provision coverage
improved from 5.1% to 5.9%.
SA Taxi's cost-to-income ratio improved marginally resulting from continued operational efficiencies. Due to the discontinued
refurbishment and refinance of repossessed entry level vehicles, and the accelerated write-off and related insurance claims
against these vehicles, greater efficiencies have been achieved in the repair and resale operations of Taximart, which now focuses
exclusively on premium vehicles.
The NPL ratio has remained stable since September 2013 at 30.4%. It has, however increased year-on-year from 28.6% following
decisions to discontinue the refurbishment and finance of entry level vehicles and the implementation of a strategy to improve the
quality of refurbished premium repossessed vehicles. This strategy resulted in vehicles remaining on-hand for longer.
Encouragingly, NPL coverage was strengthened from 17.8% to 19.5%.
The NPL definition has been amended1 to take account of the irregularity and cash nature of payments made by minibus taxi
owners thereby better aligning the classification of NPLs with customers that exhibit real risk of impairment. The original and
revised definitions of NPLs will be tracked in the public domain for a period of time, and have proven to be highly correlated.
SA Taxi continues to leverage its market position by enhancing its value proposition to clients through: new product offerings such
as SA Taxi Media (i.e. advertising in taxis) and a stand-alone insurance offering branded Khusela Taxi Insurance. The business
also started financing the newly introduced Nissan minibus taxi in March 2014. In addition, SA Taxi continues to leverage its core
skill set (being credit, collections and capital management) via its "bakkie" finance pilot.
The capital structure of SA Taxi was enhanced through the capitalisation of loans from Transaction Capital to the value of R250
million. SA Taxi also intends to launch its new Standard & Poor's credit rated and listed debt program during May 2014.
Rand Trust is a provider of working capital to SMEs through invoice discounting and commercial debtors' management.
Rand Trust's headline earnings grew by 33%.
The business continues to invest in a distribution strategy directed at increasing scale, to design innovative products aimed at
extending the clients' life cycle with Rand Trust, and to expand beyond its traditional Western Cape business into other regions. As
the business targets larger clients in an expanded geographic region with new tailor-made product offerings, management is
applying the necessary caution to mitigate any resultant credit and operational risk.
CREDIT SERVICES - MBD CREDIT SOLUTIONS AND PRINCIPA DECISIONS
The division increased headline earnings by 9% to R47 million.
MBD CS collects consumer and commercial distressed debt as agent for credit providers and as principal on purchased book
debts.
Revenues have been subdued in a difficult consumer environment, which was offset by cost containment. The business continues
to be an active bidder on most books that come to market and in line with management's vision of investing to increase revenue
and profitability, purchased book debts to the value of R160 million were acquired during this six month period. Regulatory
uncertainty has been introduced via the recent National Credit Amendment Bill which seeks to prohibit both the sale and collection
of prescribed debt. Despite this uncertainty, MBD CS does not anticipate any material impact on the business at this time.
Principa Decisions provides credit life cycle consulting services, predictive modelling and related software to credit providers.
Headline earnings remained flat for the period. Growth prospects for the second half of this year will be driven by continued
revenue growth from its Middle East joint venture, the continued expansion of its proprietary Smart software product suite and the
relationship with FICO, which has been re-affirmed with the recent signing of a new five year contract.
1 Original NPL definition: NPLs are those customers that had more than three outstanding contractual installments and who had
not made three consecutive qualifying payments in each of the past three months.
Revised NPL definition: NPLs are those customers that have more than three outstanding contractual installments and have made
less than a total of three cumulative qualifying payments during the past three months.
STRATEGY
Transaction Capital remains committed to investing in the organic and acquisitive growth of non-deposit taking specialist financial
services businesses, with a view to rendering acceptable risk-adjusted returns to shareholders.
Following the sales of Paycorp and Bayport, the reorganisation of the group executive office and the capital distribution,
Transaction Capital has significantly reduced the level of regulatory, consumer credit and capital risks faced; has realigned its cost
structures to be more favourable; is well capitalised and positioned to fund organic growth opportunities; holds approximately R1
billion of cash to effect significant acquisitive activity; and has appropriate access to the debt capital markets.
The acquisitive strategy seeks to augment the group's existing businesses either through "bolt-on" opportunities or through the
addition of a new divisional pillar in a related but separate industry. The group's core competencies of credit risk management,
collections capabilities and capital management must be prevalent to successfully leverage any acquisition opportunity.
RESTRUCTURING OF THE BOARD AND GROUP OFFICE
David Hurwitz was appointed as group chief executive officer and Mark Herskovits as group chief financial officer on 16 January
2014. Mark Lamberti resigned as non-executive chairman, effective 5 March 2014 and was replaced by Christopher Seabrooke.
Roberto Rossi was appointed as a non-executive director effective 5 March 2014. Concurrently, the board's sub-committees and
the group executive office were restructured and downsized to support the strategic objectives and accommodate the
requirements of the smaller group.
DIVIDEND DECLARATION
In line with the stated dividend policy of 4 to 5 times cover, the board has declared an interim gross cash dividend of 6 cents per
share for the six months ended 31 March 2014 (2013: 9 cents per share), to those members recorded in the register of members
on the record date appearing below. The dividend is declared out of income reserves. A dividend withholding tax of 15% will be
applicable to the dividend to all shareholders that are not exempt, resulting in a net dividend of 5.10 cents per share. The
company has no remaining STC credits available. The salient features applicable to the interim dividend are as follows:
Issued shares as at declaration date (including 2 642 883 treasury shares) 575 791 194
Declaration date Tuesday 6 May 2014
Last day to trade cum dividend Friday 30 May 2014
First day to trade ex dividend Monday 2 June 2014
Record date Friday 6 June 2014
Payment date Monday 9 June 2014
Share certificates may not be dematerialised or rematerialised between Monday, 2 June 2014 and Friday, 6 June 2014, both dates
inclusive.
On Monday, 9 June 2014 the cash dividend will be electronically transferred to the bank accounts of all certificated shareholders
where this facility is available. Where electronic fund transfer is not available or desired, cheques dated 9 June 2014 will be
posted on that date. Shareholders who have dematerialised their share certificates will have their accounts at their CSDP or
broker credited on Monday, 9 June 2014.
BASIS FOR PREPARATION
The results of the group for the half year ended 31 March 2014 are unaudited and have been prepared in accordance with the
requirements of International Financial Reporting Standards ("IFRS"), IAS 34: Interim Financial Reporting, the SAICA Financial
Reporting Guides as issued by the Accounting Practices Committee and Financial Pronouncements as issued by the Financial
Reporting Standards Council, the JSE Limited Listing Requirements, the going concern principle and the requirements of the
South African Companies Act, 71 of 2008.
The accounting policies and their application are in terms of IFRS and are consistent, in all material respects, with those detailed
in Transaction Capital's prior year annual financial statements.
APPROVAL BY THE BOARD OF DIRECTORS
Signed on behalf of the board of directors:
D M Hurwitz M D Herskovits
Chief executive officer Chief financial officer
6 May 2014
SUMMARISED CONSOLIDATED STATEMENT OF FINANCIAL POSITION
at 31 March 2014
1H14 1H13 FY13
Unaudited Unaudited Change Audited
Rm Rm % Rm
Assets
Cash and cash equivalents 1 243 1 260 (1) 673
Tax receivables 25 30 (17) 64
Trade and other receivables 506 624 (19) 505
Inventories 1 170 (99) 85
Loans and advances 5 820 9 594 (39) 10 232
Purchased book debts 561 420 34 420
Other loans receivable 311 291 7 280
Equity accounted investments 7 - 100 4
Other investments 158 382 (59) 481
Intangible assets 15 34 (56) 21
Property and equipment 48 331 (85) 96
Goodwill 192 927 (79) 594
Deferred tax assets 102 127 (20) 107
Non-current assets classified as held for sale - - 0 769
Total assets 8 989 14 190 (37) 14 331
Liabilities
Bank overdrafts 107 233 (54) 71
Tax payables 12 22 (45) 2
Trade and other payables 259 747 (65) 386
Provisions 1 6 (83) 2
Interest-bearing liabilities 5 556 9 458 (41) 9 601
Senior debt 4 209 7 720 (45) 7 470
Subordinated debt 1 347 1 738 (22) 2 131
Deferred tax liabilities 190 159 19 194
Liabilities directly associated with non-current assets classified as held
for sale - - 0 180
Total liabilities 6 125 10 625 (42) 10 436
Equity
Ordinary share capital and premium 505 1 786 (72) 1 779
Reserves 122 330 (63) 385
Retained earnings 2 237 1 293 73 1 551
Equity attributable to ordinary equity holders of the parent 2 864 3 409 (16) 3 715
Non-controlling interests - 156 (100) 180
Total equity 2 864 3 565 (20) 3 895
Total equity and liabilities 8 989 14 190 (37) 14 331
SUMMARISED CONSOLIDATED INCOME STATEMENT
for the half year ended 31 March 2014
1H14 1H13 FY13
Unaudited Unaudited Change Restated
Rm Rm % Rm
Interest and other similar income 675 586 15 1 225
Interest and other similar expense (280) (256) 9 (539)
Net interest income 395 330 20 686
Impairment of loans and advances (161) (130) 24 (283)
Risk adjusted net interest income 234 200 17 403
Non-interest revenue 523 470 11 1 023
Operating costs (568) (514) 11 (1 071)
Equity accounted earnings 3 - 100 4
Profit before tax 192 156 23 359
Income tax expense (44) (40) 10 (76)
Profit from continuing operations 148 116 28 283
Profit from discontinued operations 607 135 350 303
Profit for the period 755 251 201 586
Attributable to non-controlling equity holders - 18 (100) 42
Attributable to ordinary equity holders of the parent 755 233 224 544
Basic earnings per share 130.3 39.9 226 93.2
Diluted basic earnings per share 130.3 39.9 226 93.2
Headline earnings per share 29.1 39.9 (27) 93.4
Headline earnings per share - continuing operations 25.5 19.9 28 48.7
Headline earnings per share - discontinued operations 3.6 20.0 (82) 44.7
SUMMARISED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
for the half year ended 31 March 2014
1H14 1H13 FY13
Unaudited Unaudited Change Restated
Rm Rm % Rm
Profit for the period 755 251 201 586
Other comprehensive income (16) 99 (116) 122
Fair value gains on cash flow hedge arising during the period 1 29 (97) 10
Amount removed from other comprehensive income and recognised
in the profit and loss - (18) (100) -
Deferred tax <1 (8) (100) (3)
Fair value (losses)/gains arising on valuation of available-for-sale
investment (17) 96 (118) 115
Total comprehensive income for the period 739 350 111 708
Attributable to non-controlling equity holders - 24 (100) 49
Attributable to ordinary equity holders of the parent 739 326 127 659
SUMMARISED HEADLINE EARNINGS RECONCILIATION
for the half year ended 31 March 2014
1H14 1H13 FY13
Unaudited Unaudited Change Restated
Rm Rm % Rm
Profit attributable to ordinary equity holders of the parent 755 233 224 544
Headline earnings adjustable items added
Profit on sale of subsidiary companies (659) - (100) -
De-grouping tax payable on sale of subsidiary company 73 - 100 -
Impairment of goodwill - - n/a 1
Headline earnings 169 233 (27) 545
Headline earnings from discontinued operations (21) (117) (82) (261)
Headline earnings from continuing operations 148 116 28 284
SUMMARISED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
for the half year ended 31 March 2014
Share Ordinary Non-
capital and Other Retained shareholders controlling Total
premium reserves earnings equity interests equity
Balance at 31 March 2013 1 787 330 1 292 3 409 156 3 565
Total comprehensive income - 53 311 364 24 388
Profit for the period - - 311 311 22 333
Other comprehensive income for the
period - 53 - 53 2 55
Dividends paid - - (52) (52) - (52)
Issue of share appreciation rights - 2 - 2 - 2
Repurchase of shares (8) - - (8) - (8)
Share issue costs - - - - - -
Balance at 30 September 2013 1 779 385 1 551 3 715 180 3 895
Total comprehensive income - (16) 755 739 - 739
Profit for the period - - 755 755 - 755
Other comprehensive income for the
period - (16) (16) - (16)
Dividends paid - - (69) (69) - (69)
Issue of share appreciation rights - 6 - 6 - 6
Repurchase of shares (71) - - (71) - (71)
Capital distribution (1 203) (1 203) (1 203)
Disposal of subsidiary companies - (253) - (253) (180) (433)
Balance at 31 March 2014 505 122 2 237 2 864 - 2 864
SUMMARISED CONSOLIDATED STATEMENT OF CASH FLOWS
for the half year ended 31 March 2014
1H14 1H13 FY13
Unaudited Unaudited Change Restated
Rm Rm % Rm
Net cash utilised by operating activities of continuing operations (124) (60) 110 (173)
Net cash generated/(utilised) by investing activities of continuing
operations 2 312 (87) (2 757) (132)
Net cash utilised by financing activities of continuing operations (1 274) (5) 25 380 (13)
Net increase in cash and cash equivalents 914 (152) (705) (318)
Cash and cash equivalents at the beginning of the period from
continuing operations 222 540 (59) 540
Cash and cash equivalents at the beginning of the period 671 943 (29) 943
Less: Cash and cash equivalents at the beginning of the period
relating to discontinued operations (449) (403) 11 (403)
Cash and cash equivalents at the end of the period relating to
continuing operations 1 136 388 192 222
SUMMARISED SEGMENT REPORT
Asset-backed lending Credit services Group executive office Group - continuing Discontinued operations Group
1H14 1H13 1H14 1H13 1H14 1H13 1H14 1H13 1H14 1H13 1H14 1H13
Unaudited Unaudited Unaudited Unaudited Unaudited Unaudited Unaudited Unaudited Unaudited Unaudited Unaudited Unaudited
Rm Rm Rm Rm Rm Rm Rm Rm Rm Rm Rm Rm
Condensed income statement
for the half year ended 31 March 2014
Net interest income 353 318 (4) 1 46 11 395 330 - - 395 330
Impairment of loans and advances (160) (128) (1) (2) - - (161) (130) - - (161) (130)
Non-interest revenue 104 92 401 390 18 (12) 523 470 - - 523 470
Total operating costs (201) (193) (335) (330) (32) 8 (568) (514) - - (568) (514)
Equity accounted earnings - - 3 - - - 3 - - - 3 -
Profit before tax 96 89 64 59 32 7 192 156 - - 192 156
Impact of classification to held for sale - - - - - - - - 11 - 11 -
Headline earnings - discontinued operations - - - - - - - - 10 117 10 117
Headline earnings - continuing operations 78 68 47 43 23 5 148 116 - 89 148 205
Total headline earnings 78 68 47 43 23 5 148 116 21 206 169 322
Condensed statement of financial position
at 31 March 2014
Assets
Cash and cash equivalents 162 483 34 25 1 047 68 1 243 576 - 684 1 243 1 260
Loans and advances 5 782 5 104 38 51 - - 5 820 5 155 - 4 439 5 820 9 594
Purchased book debts - - 561 420 - - 561 420 - - 561 420
Other investments 158 88 - - - - 158 88 - 293 158 382
Other assets and receivables 555 491 275 299 377 609 1 207 1 399 - 1 136 1 207 2 534
Total Assets 6 657 6 166 908 795 1 424 677 8 989 7 638 - 6 552 8 989 14 190
Liabilities
Bank overdrafts 100 100 7 4 - 84 107 188 - 45 107 233
Interest-bearing liabilities 4 428 4 579 205 185 923 450 5 556 5 214 - 4 244 5 556 9 458
Senior debt 4 004 4 078 205 185 - - 4 209 4 263 - 3 457 4 209 7 720
Subordinated debt 424 501 - - 923 450 1 347 951 - 787 1 347 1 738
Group 935 630 55 61 (990) (908) - (217) - 217 - -
Other liabilities and payables 197 281 232 194 33 30 462 505 - 429 462 934
Total liabilities 5 660 5 590 499 444 (34) (344) 6 125 5 690 - 4 935 6 125 10 625
Total Equity 997 576 409 351 1 458 1 021 2 864 1 948 1 617 2 864 3 565
ADMINISTRATION
REGISTERED OFFICE
Sandhavon Office Park, 14 Pongola Crescent,
Eastgate Ext.17, Sandton 2199
PO Box 41888, Craighall 2024,
Republic of South Africa
Tel: +27 (0) 11 531 5485
Fax: +27 (0) 11 262 3713
DIRECTORS
Christopher Seabrooke* (chairman), David Hurwitz (chief executive officer), Mark Herskovits (chief financial officer),
Jonathan Jawno, Phumzile Langeni*, Michael Mendelowitz, Roberto Rossi**, Dumisani Tabata*, David Woollam*, Shaun Zagnoev*
(*Independent Non-Executive) (**Non-Executive)
COMPANY SECRETARY
PJ Katzenellenbogen
AUDITORS
Deloitte & Touche
SPONSOR
Deutsche Securities (SA) Proprietary Limited
TRANSFER SECRETARIES
Computershare Investor Services Proprietary Limited,
70 Marshall Street,
Johannesburg 2001
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