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PINNACLE HOLDINGS LTD - Reviewed condensed consolidated preliminary financial results for the year ended 30 June 2014

Release Date: 05/09/2014 13:03
Code(s): PNC     PDF:  
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Reviewed condensed consolidated preliminary financial results for the year ended 30 June 2014

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
REVIEWED CONDENSED CONSOLIDATED PRELIMINARY FINANCIAL RESULTS
for the year ended 30 June 2014
AT A GLANCE
REVENUE increased by 8% to R7.1 billion
NPAT decreased by 16% to R273 million
HEPS decreased by 19% to 166.5 cents
CASH GENERATED FROM OPERATIONS increased by 276% to R345 million
CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
                                      Full year      Full year
                                         30 Jun         30 Jun
                                           2014           2013
                                       Reviewed        Audited
                                          R’000          R’000
Revenue                               7 103 028      6 596 232
Cost of sales                        (6 082 151)    (5 566 701)
Gross profit                          1 020 877      1 029 531
Operating expenses                     (615 314)      (536 277)
Selling expenses                        (61 860)       (34 417)
Employee expenses                      (478 689)      (421 614)
Administration expenses                 (85 266)       (90 734)
Gain on discounting of finance 
  lease agreements                          778            382
Profit on foreign exchange                5 377         10 106
Reclassification of fair value 
  adjustment on derecognition 
  of asset                                4 346              –
EBITDA **                               405 563        493 254
Depreciation and amortisation           (23 926)       (20 753)
Impairment of goodwill                   (2 169)             –
Operating profit before interest        379 468        472 501
Net finance costs                       (28 764)       (18 558)
Investment income                        60 713         58 548
Interest paid                           (89 477)       (77 106)
Share of equity accounted associate 
  income                                 20 747              –
Profit before taxation                  371 451        453 943
Taxation                                (98 394)      (128 263)
Net profit for the year                 273 057        325 680
Owners of the Company                   272 580        324 948
Non-controlling interests                   477            732
Other comprehensive income              (20 499)         1 060
Exchange differences from translating 
  foreign operations                      1 011          1 060
Revaluation of property, plant and 
  equipment                             (21 510)             – 
Total comprehensive income for 
  the year                              252 558        326 740
Attributable to:
Owners of the Company                   252 081        326 008
Non-controlling interests                   477            732
RECONCILIATION OF HEADLINE EARNINGS
                                      Full year      Full year
                                         30 Jun         30 Jun
                                           2014           2013
                                       Reviewed        Audited
                                          R’000          R’000
Net profit for the year attributable 
  to ordinary shareholders              272 580        324 948
Impairment of goodwill                    2 169              –
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              (8 533)          (314)
Profit on sale of property, plant and 
  equipment                             (11 851)          (436)
Less: Taxation thereon                    3 318            122
Headline earnings                       262 478        324 634
Total number of shares in issue (‘000)
– Total issued less treasury shares     155 922        157 889
– Weighted average                      157 638        157 931
FINANCIAL REVIEW
                                      Full year      Full year
                                         30 Jun         30 Jun
                                           2014           2013
                                       Reviewed        Audited
Performance per share (cents)
Basic and diluted earnings per 
  share *                                 172.9          205.8
Headline earnings and diluted headline 
  earnings per share *                    166.5          205.6
Dividends                                     –           41.0
Dividend cover (times)                        –            5.0
Returns (%)
Gross profit                               14.4           15.6
Operating expenses                         (8.7)          (8.1)
EBITDA **                                   5.7            7.5
Operating profit before interest and 
  taxation                                  5.3            7.2
Effective tax rate                         28.1           28.3
Net profit                                  3.8            4.9
Return on equity                           23.6           34.3
 * The Company has no dilutionary instruments in issue.
** Earnings before interest, taxation, depreciation and 
amortisation. 
CONDENSED SEGMENTAL ANALYSIS
                                      Full year      Full year
                                         30 Jun         30 Jun
                                           2014           2013
                                       Reviewed        Audited
                                          R’000          R’000
Revenue
ICT Distribution                      6 984 069      6 461 101
IT Projects and Services                169 047        161 722
Financial Services                      105 750         73 113
Group Central Services                        –              –
Less: Interest received and discounted 
  leases within Financial Services 
  revenue above                         (61 772)       (39 417)
Less: Intergroup revenue                (94 066)       (60 287)
                                      7 103 028      6 596 232
Net profit before taxation 
ICT Distribution                        294 669        418 089
IT Projects and Services                 17 181         17 867
Financial Services                       36 020         22 274
Group Central Services                   23 581         (4 287)
                                        371 451        453 943
Net profit after taxation 
ICT Distribution                        213 485        303 806
IT Projects and Services                 13 444         11 912
Financial Services                       25 880         15 902
Group Central Services                   20 248         (5 940)
                                        273 057        325 680
Net operating assets
ICT Distribution                        989 510        782 990
IT Projects and Services                 30 716         26 879
Financial Services                       77 497         34 323
Group Central Services                  137 119        243 867
                                      1 234 842      1 088 059
CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION
                                         30 Jun         30 Jun
                                           2014           2013
                                       Reviewed        Audited
                                          R’000          R’000
ASSETS
Non-current assets                      913 787        594 636
Property, plant and equipment           176 028        186 637
Intangible assets                       135 406        129 117
Investments in listed shares                  –         30 179
Investment in associate                 284 144              –
Long-term loans                          28 795         28 689
Finance lease receivables               257 957        184 782
Deferred taxation                        31 457         35 232
Current assets                        2 432 892      2 501 814
Inventories on hand                     895 702        940 655
Inventories in transit                   76 034        108 031
Trade and other receivables           1 328 964      1 125 423
Finance lease receivables               105 758         65 349
Taxation receivable                       1 171          1 154
Short-term deposit                            –        237 272
Cash and cash equivalents                25 263         23 930
Total assets                          3 346 679      3 096 450
EQUITY AND LIABILITIES
Capital and reserves                  1 234 842      1 088 059
Share capital and premium                 1 680         25 982
Treasury shares                         (41 766)       (41 766)
Non-distributable reserves                8 589         32 588
Cash flow hedge reserve                 (12 143)             –
Accumulated profits                   1 274 822      1 066 308
Non-controlling interests                 3 660          4 947
Non-current liabilities                 519 138        503 594
Interest-bearing liabilities            487 455        482 075
Non-interest-bearing liability           18 083              –
Deferred taxation                        13 600         21 519
Current liabilities                   1 592 699      1 504 797
Trade and other payables              1 129 699      1 074 736
Interest-bearing liabilities             17 944         17 203
Short-term loans                        151 048        115 543
Deferred revenue                         12 412         14 519
Taxation payable                          4 357         12 320
Bank overdrafts                         277 239        270 476
Total equity and liabilities          3 346 679      3 096 450
Capital management
Net asset value per share (cents)         789.6          686.0
Net tangible asset value per 
  share (cents)                           702.8          604.2
Working capital management
Investment in working 
  capital (R’000)                     1 158 589      1 084 854
Days inventory outstanding 
  (excluding in transit)                   45.0           66.0
Days sales outstanding                     54.0           50.0
Days purchases outstanding                 51.0           48.0
Liquidity and solvency
Debt to equity (%)                         77.1           81.4
– Attributable to Distribution and 
    Holdings                               29.9           36.4
– Attributable to Datacentrix              23.1           24.7
– Attributable to Finance 
    Assets (Centrafin)                     24.1           20.3
Current ratio (excluding stock in 
  transit)                                 1.55           1.71
Acid test (excluding stock in transit)     0.96           1.04
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
                                      Full year      Full year
                                         30 Jun         30 Jun
                                           2014           2013
                                       Reviewed        Audited
                                          R’000          R’000
Opening balance                       1 088 059        810 813
Shares issued                                14              –
Treasury shares issued                        –            400
Shares acquired and cancelled           (29 059)             –
CGT on treasury shares sold                   –         (3 267)
Comprehensive income for the year       252 558        326 740
Cash flow hedge reserve                 (12 143)             –
Acquisition of non-controlling 
  interest                               (9 398)          (968)
Equity-based compensation reserve         9 598          9 598
Dividends paid                          (64 787)       (55 257)
Closing balance                       1 234 842      1 088 059
Attributable to:
Owners of the Company                 1 231 182      1 083 112
Non-controlling interests                 3 660          4 947
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
                                      Full year      Full year
                                         30 Jun         30 Jun
                                           2014           2013
                                       Reviewed        Audited
                                          R’000          R’000
EBITDA **                               405 563        493 254
Changes in working capital              (74 019)      (378 331)
Other non-fund flow items                13 046         10 037
Cash generated by operating 
  activities                            344 590        124 960
Net finance costs                       (28 764)       (18 558)
Finance income received                  60 713         58 548
Finance expenses paid                   (89 477)       (77 106)
Taxation paid                          (104 247)      (117 583)
                                        211 579        (11 181)
Cash flows from investing activities
Property, plant and equipment 
  acquired                              (58 725)       (84 328)
Proceeds on disposal of property, 
  plant and equipment                    34 559          8 162
Acquisition of intangible assets         (8 675)        (7 912)
Net investment in finance leases 
  receivable                           (113 584)      (105 945)
Acquisition of subsidiaries              (2 580)        (6 000)
Acquisition of shares in Datacentrix 
  (including deposit)                   (16 693)      (267 451)
Acquisition of non-controlling interest  (2 939)             –
                                       (168 637)      (463 474)
Cash flows from financing activities
Interest-bearing liabilities raised      68 707        439 229
Interest-bearing liabilities repaid     (28 087)       (14 724)
Non-interest-bearing liabilities 
  raised                                 18 083              –
Shares issued                                14              –
Repurchase of shares                    (29 059)             –
Short-term loans raised                       –         64 720
Short-term loans repaid                       –        (64 561)
Decrease in long-term loans receivable        –           (475)
Increase in cash flow hedge reserve     (12 143)             –
Decrease in trust loans                    (106)             –
Dividends paid                          (64 787)       (55 257)
                                        (47 378)       368 932
Decrease in net cash, cash equivalents 
  and overdrafts                         (4 436)      (105 723)
Net overdraft acquired from business 
  combinations                             (994)          (576)
Net overdraft at beginning of year     (246 546)      (140 247)
Net overdraft at end of year           (251 976)      (246 546)
** Earnings before interest, taxation, depreciation and 
amortisation.
BUSINESS COMBINATIONS
30 June 2014
                               Pacific         DSP   
                                Cables      Techno-
                             (Pty) Ltd      logies       Total 
                                 R’000       R’000       R’000 
Assets 
Property, plant and equipment      250         115         365
Deferred taxation                    –           –           –
Inventories                        294         222         516
Trade and other receivables      1 230           –       1 230
Less: Provisions raised              –           –           –
Taxation receivable                  –           –           –
Cash and cash equivalents            –           –           –
                                 1 774         337       2 111
Liabilities 
Trade and other payables        (2 032)          –      (2 032)
Bank overdrafts                   (994)          –        (994)
Short-term loan                   (554)          –        (554)
Long-term loan                    (450)          –        (450)
Deferred taxation                 (196)        (97)       (293)
Shareholders' loan                   –           –           –
                                (4 226)        (97)     (4 323)
Net assets acquired             (2 452)        240      (2 212)
Less: Non-controlling interests      –           –           –
      Intangible asset on 
        acquisition                701         345       1 046
Goodwill on acquisition          1 751       1 995       3 746
Purchase amount  –  paid             –       2 580       2 580
                 –  to be paid       –           –           –
Revenue since acquisition       21 885         126      22 011
Profit before taxation since 
  acquisition                      635           5         640
Group revenue *                                      7 103 656
Group profit before taxation *                         371 474
BUSINESS COMBINATIONS (continued)
30 June 2013

             Devtrade                     Precision
           Securities              Modrac       ICT
            (Pty) Ltd       JAG (Pty) Ltd (Pty) Ltd     Total
                R’000     R’000     R’000     R’000     R’000
Assets 
Property, 
  plant and 
  equipment       273    13 817     1 638        72    15 800
Deferred taxation   –         –         –         –         –
Inventories       652       306         –     8 619     9 577
Trade and other 
  receivables   4 520     1 995     9 822     4 869    21 206
Less: Provisions 
  raised            –         –    (8 633)   (1 200)   (9 833)
Taxation 
  receivable        2         –         –         –         2
Cash and cash 
  equivalents     629        40         –     1 888     2 557
                6 076    16 158     2 827    14 248    39 309
Liabilities 
Trade and other 
  payables     (6 162)   (9 299)  (12 710)  (16 806)  (44 977)
Bank overdrafts     –    (3 133)        –         –    (3 133)
Short-term loan     –    (4 426)        –         –    (4 426)
Long-term loan      –    (4 098)        –         –    (4 098)
Deferred taxation   –    (1 603)      (13)        –    (1 616)
Shareholders' loan  –         –    (6 329)   (1 036)   (7 365)
               (6 162)  (22 559)  (19 052)  (17 842)  (65 615)
Net assets 
  acquired        (86)   (6 401)  (16 225)   (3 594)  (26 306)
Less: 
  Non-controlling 
    interests       –       640         –         –       640
  Intangible 
    asset on 
    acquisition     –         –         –         –         –
Goodwill on 
  acquisition  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 
  acquisition  11 302    12 444         –     4 270    28 016
Profit before 
  taxation since 
  acquisition   3 027     2 787         –     1 810     7 624
Group revenue *                                     6 692 856 
Group profit before taxation *                        433 419
*  If business combinations had been acquired at the beginning of 
the year.
CONDENSED ANALYSIS OF GOODWILL
                                     Full year      Full year
                                        30 Jun         30 Jun
                                          2014           2013
                                      Reviewed        Audited
                                         R’000          R’000
Opening balance                        114 940         63 000
Business combination acquisitions        3 746         51 940
Impairments                             (2 169)             –
Closing balance                        116 517        114 940
Business combination acquisitions
Devtrade                                     –         25 360
DSP                                      1 995              –
JAG                                          –          6 761
Modrac                                       –         16 225
Pacific                                  1 751              –
Precision                                    –          3 594
                                         3 746         51 940
Impairments
E-Secure                                  (883)             –
Pinnacle Micro                          (1 286)             –
                                        (2 169)             –
COMMENTARY
INTRODUCTION
The Company presents its financial results for the year ended 30 
June 2014. This year would have to rank as one of the most 
challenging in the 21-year history of the Company, with the 
attempted bribery allegations against one of our long serving 
executive directors, Mr Takalani Tshivhase, in March 2014 being 
the single most significant issue. These allegations have now 
been retracted, and the charges, which led to the arrest, are in 
the process of being withdrawn, as advised to the market in the 
SENS announcement dated 25 August 2014. However, the incident 
caused our stakeholders a great deal of concern and resulted in a 
steep decline in the share price. As advised to our stakeholders 
in the various SENS announcements, the Company, on the evidence 
available to it, was of the view that there was no reason to 
doubt the veracity of Mr Tshivhase’s denial of the allegations. 
Whilst, therefore, the Company is greatly aggrieved that these 
unfounded allegations were made against one of its directors, 
which caused reputational harm to the Company, it draws some 
comfort from the fact that the senior directorate of the NPA, on 
reviewing the matter and assessing the reliability of the 
witnesses concerned, determined that the allegations were 
unsustainable and that the charges should be withdrawn.
Whilst the Company is presently considering its legal position 
with regard to the matter, on a positive note, the Company is 
grateful for the ongoing and unflinching support which it 
received from all its major suppliers and customers who 
continued, without interruption, to support the business of the 
Company throughout this ordeal.
FINANCIAL RESULTS 
Group revenue increased by 8% to R7.1 billion, but gross profit 
decreased by 1% on margins that decreased to 14.4% (2013: 15.6%). 
Towards the end of the year, the Company decided to discount 
certain slow moving inventory that would have become 
technologically obsolete. This resulted in substantial write 
downs but helped ensure that the Company starts the new year with 
inventory that is better priced and technologically up to date. 
In addition, margins decreased during the last 6 months due to 
certain large deals that were done at low margins and due to 
competitive pressures. Operating expenses increased by 15% which 
resulted in EBITDA reducing by 18%. It should be noted that 
operating expenses include the reclassification of the fair value 
adjustment on the derecognition of the investment in Datacentrix 
from an available for sale listed share to an equity accounted 
investment of approximately R4.3 million. Our annual assessment 
of goodwill resulted in an impairment charge of R2.1 million.  
The acquisition of the 34.99% share in Datacentrix affected 
interest paid by approximately R16.6 million, and the income of 
R20.7 million, calculated in accordance with IAS 28, meant that 
this investment showed a R4.1 million positive effect on earnings 
for the 8 months since October 2013. Group borrowing costs 
otherwise decreased as a result of the growing net contribution 
of Centrafin’s financial assets. These factors therefore have 
contributed to a reduction in earnings per share to 172.9 cents 
(2013: 205.8 cents) and headline earnings per share of 166.5 
cents (2013: 205.6 cents).
DIVISIONAL PERFORMANCE  
The Distribution division increased revenue by 8% although net 
profit after tax decreased by 30%, mainly due to factors listed 
in the Group commentary above. On a positive note, revenue in the 
second half of the year grew by 14%, albeit at lower margins, 
indicating the investment into new focus areas, such as the 
Advanced Technologies unit, is beginning to bear fruit.
Infrasol, the IT Projects and Services division, showed a 
marginal revenue increase of 5% for the year. Profit after tax in 
this division increased by 11% and we continue to believe that 
emphasis into this exciting part of the Group will show the 
desired outcome in the years ahead.
Centrafin was the star performer of the Group with a revenue 
growth of 45% and achieved a net profit after tax growth of 63%.  
The book continues to grow strongly (now at R382 million from 
R269 million a year ago).  The management of the book remains of 
the highest order with delinquent debtors remaining well below 
industry norms. This can be attributed to the application of 
strict credit control policies, the specific selection of assets 
to fund and a dedicated credit collection team.
The Group’s focus of diversifying into higher margin business 
areas is working, with the profit contribution emanating from 
outside distribution now reaching 22% as against 7% in the prior 
year.
FINANCIAL POSITION AND CASH FLOW
Inventory decreased by R77 million from June 2013 and we believe 
that it can be reduced further. Much emphasis has been put on 
this side of the business and some hard calls taken on slow 
moving lines. With an increased last half revenue, and lower 
inventory holdings, stock days reduced impressively from 66 days 
to 45 days.
Trade Receivables are by and large well controlled although there 
is one large deal that is being held up for payment due to delays 
on installation with the end user. Daily Sales Outstanding 
(“DSOs”) was at 54 days compared to 50 at the end of June 2013, 
with the above deal contributing to 5 days of the total.
Daily Purchases Outstanding (“DPOs”) increased to 51 days (48 in 
June 2013) largely as a result of better buying patterns and 
stock planning. 
The main cash outflows comprised:
–  Further investment of R114 million into Centrafin’s customer 
   base as it continues to build its financial lease book (R364 
   million) and its leased asset base (R18 million after 
   depreciation);
–  Repurchase of shares for R29 million;
–  Taxation paid of R104 million; and
–  The annual dividend to shareholders of R65 million.
This was mainly funded by an impressive improvement in the net 
operational cash flow of R345 million, compared to R125 million 
in 2013.  New funding was raised as follows:
–  R35 million in an increased facility with Investec; and
–  R33 million introduced by First National Bank for the land 
   purchase in Samrand last year.  
Borrowings now comprise R151 million in short-term loans secured 
by Centrafin’s finance lease book and rental asset pool, R130 
million in subsidiary preference shares issued to Nedbank 
(treated as interest-bearing liabilities at Group level), R24 
million for the Nedbank loan to fund the purchase of Axiz, R315 
million for the medium term domestic note, R33 million for the 
Samrand land funding and overdrafts of R277 million. 
It must be borne in mind that this year’s borrowings profile is 
considerably distorted 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 R284 million and the investment into Centrafin’s 
financial assets totalling R382 million. Without these the 
Group’s borrowings would be in the order of R370 million and its 
debt to equity ratio would be 30%, down from 36% in 2013.
CORPORATE ACTIVITY
Datacentrix: On 30 October 2013, the Competition authorities 
approved the acquisition by Pinnacle of a controlling stake in 
Datacentrix Holdings Limited (“Datacentrix”), subject to certain 
conditions. 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.
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 have been used to account for the income.
It is not anticipated that Pinnacle will be able to increase its 
holding in the short-term into this strategic asset. The Board 
will continue to monitor the returns associated with the 
investment to ensure that the Group’s long-term interests are 
met.
DSP: On 1 May 2014 Pinnacle acquired the business and certain 
assets of DSP. The purchase price for the acquisition was R2 580 
331, payable in cash on 7 May 2014. The net asset value and the 
intangible asset identified came to R586 749, resulting in 
goodwill of R1 994 582. DSP was a small, but established, owner-
managed business specialising in the sale and support of large, 
multi-function photocopy machines and related spares. The 
business was quickly absorbed into our Pinnacle Business 
Solutions division and is already adding value.
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 of 
R9 383 040 was made up of a fixed amount of R2 929 339, 50% 
payable immediately with the balance paid on 30 June 2014, and 
the balance of R6 453 701 payable on reaching certain profitability 
targets. The targets should be concluded on or around 30 
September 2014 and the balance paid. The managers, and previous 
owners, remain committed to the entity and have confidence in its 
future.
Pacific Cables: With effect 16 July 2013, 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 a goodwill of R1.75 million and an 
intangible, identified as part of the purchase price allocation, 
of R701 000. 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.
CHANGE IN DIRECTORATE
Mr Henry Ferreira (61) was appointed on 1 June 2014 as an 
executive director of the Company. Henry previously had held the 
role of Chief Executive Officer (“CEO”) of Axiz (Pty) Ltd 
(“Axiz”), a major subsidiary of the Group. He is an industry 
veteran, bringing over 30 years’ experience in the ICT industry 
to the table. He is well known in the South African market for 
his roles as Country General Manager for Hewlett Packard South 
Africa (Pty) Ltd and Managing Director of Compaq Africa (Pty) 
Ltd. Prior to joining Axiz as CEO in February 2012, he held the 
position of Country General Manager for Lenovo Africa (Pty) Ltd. 
He has also held senior executive positions with Microsoft 
Southern Africa, Nokia Networks, Unisys Africa and Hewlett 
Packard UK and Ireland.
Ms Ndumi Medupe was appointed on 29 August 2014 as an independent 
non-executive director of the Company. Ndumi is a founder and 
director of Indyebo Consulting (Pty) Ltd. Her areas of expertise 
include Governance, Risk, Compliance, Audit and Financial 
Management. She is currently a member of the South African 
Institute of Chartered Accountants, the Institute of Directors 
and the Institute of Internal Auditors. She has also been 
appointed as a Member and Chairperson of the Audit and Risk 
Committee.
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
The Company’s policy has been to declare a dividend of 20% of 
HEPS (and since the introduction of Dividend Tax, a gross 
dividend of 20% of HEPS before deducting Dividend Tax). After 
careful consideration, the board has decided that this policy be 
suspended and that no dividend be declared for the current year. 
The Group wishes to preserve its cash resources to ensure that 
gearing reduces to more acceptable levels and that it invests 
into growth areas of the business.
PROSPECTS
The overall economy faces challenging times ahead, with the 
consumer becoming more financially constrained than ever before 
and the manufacturing and resources sector, bedevilled by labour 
and demand issues. Nonetheless, the IT sector has remained 
relatively resilient in the face of these and other economic 
challenges and it is envisaged that it will continue to remain 
reasonably so. 
We are rigorously pursuing all commercial opportunities to take 
advantage of our efficient infrastructure and broad offerings in 
our Distribution cluster. The efforts of the Group to expand its 
offerings into the rest of Africa are paying off, with year on 
year revenue growth into the region reaching 23% for the year to 
June 2014. 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 preliminary financial statements for 
the year ended 30 June 2014 have been prepared in accordance with 
the Group’s accounting policies by the Chief Financial Officer, 
RD Lyon CA, with and containing the information required by IAS 34. 
They comply with the framework concepts and the measurement and 
recognition requirements of International Financial Reporting 
Standards (IFRS), SAICA financial reporting guides as issued by the
Accounting Practices Committee and Financial Pronouncements as 
issued by the Financial Reporting Standards Council., the Listings 
Requirements of the JSE Limited and the Companies Act of South Africa. 
No new standards came into effect during the year that materially 
affected the financial statements and the accounting policies 
adopted are consistent with those applied in the preparation of 
the audited annual financial statements for the year ended 30 
June 2013.
REVIEW
The condensed consolidated preliminary financial statements for 
the year have been reviewed by BDO South Africa Incorporated, and 
their unmodified review report is available for inspection at the 
Company’s registered office. Any forward looking statement in 
this announcement has not been reviewed nor reported on by the 
Company's auditors.
For and on behalf of the Board
D Mashile-Nkosi                        AJ Fourie        
Chairperson                            Chief Executive Officer
Midrand
5 September 2014
PINNACLE HOLDINGS LIMITED
(previously Pinnacle Technology Holdings Limited)
Directors:  
D Mashile-Nkosi ^ (Chairperson), AJ Fourie (Chief Executive 
Officer), SH Chaba ^, HMP Ferreira, RD Lyon (Chief Financial 
Officer), N Medupe ^, RN Nkuna, TAM Tshivhase, A Tugendhaft *, 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, 22 Wellington Road, 
Parktown, 2193
Sponsor: Deloitte & Touche Sponsor Services (Pty) Ltd



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