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HUDACO INDUSTRIES LIMITED - Audited abridged report

Release Date: 30/01/2015 08:00
Code(s): HDC     PDF:  
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Audited abridged report

HUDACO INDUSTRIES LIMITED
Incorporated in the Republic of South Africa
Registration number: 1985/004617/06
JSE code: HDC    ISIN: ZAE000003273

Audited abridged report
for the year ended 30 November 2014

                           Partquip
     Tax dispute        acquisition                 Sales up
         settled          concluded                      14%
 at R312 million    at R550 million          to R4,5 billion

                         Comparable
                       earnings per                    Final
      Sales into           share up                 dividend
     Africa grew       to 986 cents               maintained
          by 39%     from 983 cents   at 310 cents per share

Hudaco Industries is a South African group whose principal activity is the distribution of high quality branded
industrial and electronic products in the southern African region. Hudaco businesses serve markets that
fall into two primary categories. The bearings, power transmission and diesel engine businesses supply
engineering consumables mainly to mining and manufacturing customers whilst the security, power tool and
automotive aftermarket businesses supply products into markets with a bias towards consumer spending.
Adding value to the product sold by offering instant availability, advice and training etc is a key part of
Hudaco's business model.

Results

This has been a very difficult year for the mining and manufacturing sectors in South Africa. Hudaco, which
normally has a 50% exposure to those sectors, has been particularly affected. The mining sector has borne
the brunt with its proportion of the Hudaco group's turnover decreasing from 23% in 2013 to 17% in 2014.
In the first half of the year there was a five-month strike in the platinum mining sector and we reported at
half year that we were 5% down in comparable earnings per share ("CEPS"). In the beginning of the second
half we had to contend with the far more pervasive NUMSA strike, which affected us and our customers and
where we had to close five of our businesses completely due to intimidation and violence. In addition, the
end of the platinum sector strike has had a long tail, with several mines still not back to full production. With
four months then left in the financial year, CEPS was 13,4% down on 2013.

In spite of the prolonged labour unrest Hudaco recovered well in the remaining months of the financial year,
which are generally Hudaco's busiest months, to close the gap and deliver comparable earnings in line with
last year. This result, under the most challenging circumstances, was achieved thanks to the contribution
from successful acquisitions that supplemented the performance of existing businesses.

Sales were up 13,6% to R4,5 billion whilst operating profit rose 5,3% to R494 million. Headline earnings per
share were wiped out by the tax settlement but it is encouraging that, despite the business loss to strikes,
comparable earnings per share at 986 cents ended above last year's 983 cents.

Engineering consumables

Engineering consumables, our biggest segment at 62% of sales, was the most severely affected by the
strikes. Several businesses were heavily impacted by the depressed conditions while others performed
reasonably well under the circumstances. But it was our acquisitions that helped produce a 12% increase in
sales to R2,8 billion and a 3,4% increase in operating profit to R302 million. Bearings International delivered
a disappointing performance so we have bolstered the management team and have taken steps to right-size
that business. Deutz Dieselpower was heavily affected by the platinum mining strikes but it has responded
by increasing its footprint in other markets. Filter and Hose Solutions continued to deliver sterling results but
growth was constrained.

Consumer-related products

Consumer-related products make up the other 38% of Hudaco's sales. Rutherford, our biggest business in
this segment, had a remarkable year in an environment where construction activity and disposable income
have been under tremendous pressure. The primary brand distributed by Rutherford is Makita, the market
leader in lithium ion technology for power tools. Our security businesses had a good year, despite paying
relocation costs and a much higher rental charge in sophisticated new premises. The move positions the
business for strong growth as a clear market leader. Bolstered by Specialised Battery Systems, acquired late
in the 2013 financial year, the segment increased sales by 17% to R1,7 billion and operating profit by 8% to
R215 million.

The disappointment in this segment came from the lack of millitary contracts in our communication
equipment business, Global Communications. By all accounts, this should just be a matter of timing as the
issuing of these contracts has been delayed and Global is confident that it will still secure the business.
Notwithstanding this setback, Global managed to produce a very healthy return on sales of 11,5%.

Dividends

The businesses are profitable and cash flows are strong so, notwithstanding the tax settlement, the total
dividend for 2014 has been maintained at 465 cents, covered 2,1 times by comparable earnings. Our policy
is to pay a dividend of around 40% of comparable earnings but in the past two years we have been paying a
slightly higher percentage until our earnings increase enough to compensate for the increase in the effective
tax rate resulting from the unwinding of the financial arrangements around the group's BEE arrangements.

Financial position

The financial position is sound. Gearing levels have increased over the past few years, in line with the 
group’s strategic intent. While we are comfortable with the level of debt, the Partquip acquisition has
increased borrowings to the upper limits we set for ourselves on certain metrics, so gearing will be managed 
cautiously. However, there is still capacity for smaller acquisitions. The group had R413 million net borrowings
at year end (last year: R204 million) with a further R450 million (net) borrowed early in the new financial year
for the acquisition of Partquip, which was effective from 1 December 2014. Inventories have been well managed 
considering the 13% decline in the value of the Rand against our basket of currencies. They are up only 3% to
R1 141 million and this includes the acquisition of the Dosco group. The return on net tangible operating assets
(RONTA) in 2014 is 31%, down on the 37% of last year but still well above our pre-tax cost of capital, which is 
approximately 14%.

Tax settlement

As announced on 23 January 2015, the dispute with SARS over the financing arrangements pertaining to the
Hudaco BEE transaction entered into in 2007 has been settled for an amount of R312 million. At May 2014
the dispute was reflected as a contingent liablity at a worst case scenario of R1,4 billion.

The board recognises that the settlement represents a large sum of money but is of the view that, given the
benefit Hudaco received, the negative impact of protracted litigation on Hudaco and the risks involved, it is
an appropriate solution. With this cloud lifted, Hudaco management can focus fully on growing the business
in the current difficult trading environment.

Most importantly, the BEE shareholders are not affected and the group's BEE credentials remain in place.
Readers are referred to the full announcement, which is available on the company's website.

Prospects

Notwithstanding the considerable challenges arising from the economic and political environment within
which our businesses operated in the past financial year, Hudaco is a well-managed business and will
continue to do what it has always done well, which is to manage the matters over which it has control, whilst
seeking out acquisitions and opportunities for growth.

Until economic circumstances improve we foresee only modest organic volume sales growth in South Africa
although exports into Africa should grow faster. Earnings in 2015 will nevertheless be impacted positively
by a combination of factors: the weaker Rand (assuming the recent turmoil in currency markets settles
down and we do not experience significant volatility), cost reductions effected in 2014 and the contribution
from the acquisition of Partquip. We are also confident that the focus on exports of proprietary brands
(GPM, Ampco and Bosworth) to other parts of the world will continue to bear fruit. Our businesses are well
positioned to benefit from any improvement in local market conditions and we will continue to explore
opportunities for acquisitions in all markets.

Declaration of final dividend number 56

Final dividend number 56 of 310 cents per share (gross) for the period ended 30 November 2014 is declared
payable on Monday, 9 March 2015 to ordinary shareholders recorded in the register at the close of business
on Friday, 6 March 2015.

Last day to trade cum dividend                                                Friday, 27 February 2015
Trading ex dividend commences                                                     Monday, 2 March 2015
Record date                                                                       Friday, 6 March 2015
Payment date                                                                      Monday, 9 March 2015

Share certificates may not be dematerialised or rematerialised between Monday, 2 March 2015 and
Friday, 6 March 2015, both days inclusive. The certificated register will be closed for this period.

In terms of the Listings Requirements of the JSE Limited regarding the Dividends Tax, the following
additional information is disclosed:

– the dividend has been declared out of income reserves;
– Secondary Tax on Companies (STC) credits of 233 cents per share will be utilised;
– therefore 77 cents per share will be subject to a Dividends Tax rate of 15% being 11,55 cents per
  share, unless the shareholder is exempt from paying Dividends Tax or is entitled to a reduced rate in
  terms of an applicable double-tax agreement;
– the gross local dividend amount is 310 cents per ordinary share for shareholders exempt from the
  Dividends Tax;
– the net local dividend amount is 298,45 cents per ordinary share for shareholders liable to pay the
  Dividends Tax;
– Hudaco Industries Limited has 34 153 531 shares in issue (which includes 2 507 828 treasury shares);
  and
– Hudaco Industries Limited's income tax reference number is 9400/159/71/2.

Directorships

Mr SJ Connelly retired as chief executive on 30 June 2014. He remains on the board as a non-executive
director. Mr GR Dunford was appointed chief executive on 1 July 2014.

Results presentation and annual general meeting

Hudaco will host presentations on the financial results in Johannesburg and Cape Town on Friday,
30 January 2015 and Monday, 2 February 2015, respectively. Anyone wishing to attend should
contact Janine Yon at +27 11 657 5007.

The slides which form part of the presentation will be available on the company's website from Tuesday,
3 February 2015.

The company's 30th annual general meeting will be held at Hudaco's corporate office situated at
Building 9, Greenstone Hill Office Park, Emerald Boulevard, Greenstone Hill, Edenvale at 11:00 on Friday,
27 March 2015. The notice and proxy form for the company's annual general meeting will be posted to
the shareholders during the second week of February 2015 and will be included in the integrated report
that will be published on Hudaco's website during February 2015.

Approval of financial statements

The financial statements have been approved by the board and abridged for purposes of this report.
Grant Thornton has signed an unqualified audit opinion on the annual financial statements. Both the
financial statements and the auditors' report are available for inspection at the company's registered
office.

This abridged report is extracted from audited information, but is not itself audited.

The auditors' report does not necessarily cover all of the information contained in this announcement.
Shareholders are therefore advised that in order to obtain a full understanding of the nature of the
auditors' work they should obtain a copy of the report together with the accompanying financial
information from the registered office of the company.

For and on behalf of the board

RT Vice                                            GR Dunford
Independent non-executive chairman                 Chief executive
29 January 2015

Nedbank Capital
Sponsor

Group statement of financial position
                                               30 Nov                 30 Nov
R million                                         2014                   2013
ASSETS                                                                     
Non-current assets                               1 024                    922
Property, plant and equipment                      257                    214
Goodwill                                           730                    619
Intangible assets                                   36                     39
Taxation                                                                  40
Deferred taxation                                    1                     10
Current assets                                   2 045                  1 902
Inventories                                      1 141                  1 104
Trade and other receivables                        856                    780
Taxation                                             6                      2
Bank deposits and balances                          42                     16
Total assets                                     3 069                  2 824
EQUITY AND LIABILITIES                                                      
Equity                                           1 682                  1 835
Interest of shareholders of the group            1 649                  1 816
Non-controlling interest                            33                     19
Non-current liabilities                            209                     30
Amounts due to bankers                             197                      
Amounts due to vendors of businesses acquired       12                     30
Current liabilities                              1 178                    959
Trade and other payables                           711                    673
Bank overdraft                                     258                    220
Amounts due to vendors of businesses acquired       17                     61
Taxation                                           192                      5
Total equity and liabilities                     3 069                  2 824

Group statement of comprehensive income
                                                    Year               Year
                                                   ended              ended
                                                  30 Nov         %    30 Nov
R million                                            2014    change      2013
Turnover                                            4 480        14     3 942
– Ongoing operations                                3 954         3     3 846
– Acquired in 2013 and 2014                           526                 96
Cost of sales                                       2 845              2 463
Gross profit                                        1 635        11     1 479
Operating expenses                                  1 141              1 010
Operating profit                                      494         5       469
– Ongoing operations                                  414       (9)       458
– Acquired in 2013 and 2014                            80                 11
Fair value adjustment to amounts due to vendors         3               (23)
Profit before interest                                497                446
Dividends received on preference shares                                  50
Finance costs                                        (39)               (71)
Profit before taxation                                458         8       425
Taxation excluding tax settlement                     128                120
Profit before tax settlement                          330                305
Settlement of tax dispute                             312                   
Profit for the year                                    18                305
Other comprehensive income                                                  
Movement on fair value of cash flow hedges            (1)                  
Total comprehensive income for the year                17                305
Profit attributable to:                                                    
– shareholders of the group                             3                294
– non-controlling shareholders                         15                 11
                                                      18                305
Total comprehensive income attributable to:                                
– shareholders of the group                             2                294
– non-controlling shareholders                         15                 11
                                                      17                305
Basic earnings per share (cents)                        8                930
Headline earnings per share (cents)                     6                928
Comparable earnings per share (cents)                 986                 983
Diluted basic earnings per share (cents)                8                918
Diluted headline earnings per share (cents)             6                917
Diluted comparable earnings per share (cents)         984                970
Calculation of headline earnings                                          
Profit attributable to shareholders of the group        3                294
Adjusted for:                                                             
Reversal of impairment and profit on disposal of
property, plant and equipment                         (1)                (1)
Tax effect                                                                1
Headline earnings                                       2                294
Calculation of comparable earnings                                          
Headline earnings                                       2                294
Adjusted for:                                                               
Preference dividend received                                           (50)
Interest on debenture                                                    59
Tax effect                                                             (16)
STT on redemption of preference shares                                    5
Settlement tax dispute                                312                    
Fair value adjustments on amounts due to vendors      (2)                 23
Non-controlling interest                                                (4)
Comparable earnings                                   312                311
Dividends                                                                 
– Per share (cents)                                   465                465
– Amount (Rm)                                         147                147
Shares in issue                                    31 646             31 646
– Total (000)                                      34 154             34 154
– Held by subsidiary (000)                        (2 508)            (2 508)
Weighted average shares in issue                                           
– Basic (000)                                      31 646             31 646
– Diluted (000)                                    31 691             32 054

Group statement of cash flows
                                                   Year                 Year
                                                  ended                ended
                                                 30 Nov               30 Nov
R million                                           2014                 2013
Cash generated from trading                          525                  513
Increase in working capital                         (44)                (138)
Cash generated from operations                       481                  375
Taxation paid                                      (222)                (169)
Net cash from operating activities                   259                  206
Net investment in new operations                   (224)                (181)
Net investment in property, plant and equipment     (58)                 (32)
Disposal of preference shares                                          2 181
Dividends and interest received                                           50
Net cash from investing activities                 (282)                2 018
Debenture repurchased                                                (2 181)
Increase in long-term borrowings                     197                      
Finance costs paid                                  (38)                 (66)
Dividends paid                                     (148)                (164)
Net cash from financing activities                    11              (2 411)
Net decrease in cash and cash equivalents           (12)                (187)
           
Group statement of changes in equity           
                                                   Year                 Year
                                                  ended                ended
                                                 30 Nov               30 Nov
R million                                           2014                 2013
Equity at beginning of the year                    1 835                1 696
Comprehensive income for the year                     17                  305
Decrease in equity compensation reserve             (22)                  (1)
Non-controlling interest acquired                                        (1)
Dividends                                          (148)                (164)
Equity at end of the year                          1 682                1 835


Supplementary information 

The consolidated financial statements have been prepared in accordance with IAS 34: Interim Financial
Reporting, International Financial Reporting Standards (IFRS) as issued by the International Accounting
Standards Board (IASB), SAICA Financial Reporting Guides as issued by the Accounting Practices
Committee, the requirements of the South African Companies Act and the JSE Listings Requirements.
The same accounting policies, presentation and measurement principles have been followed in the
preparation of the abridged report for the year ended 30 November 2014 as were applied in the
preparation of the group's annual financial statements for the year ended 30 November 2013, apart
from the adoption of IFRS 10: Consolidated Financial Statements, IFRS 12: Disclosure of Interest in
Other Entities and IFRS 13: Fair Value Measurement. These results have been compiled under the
supervision of the financial director, CV Amoils, CA (SA). The directors of Hudaco take full responsibility
for the preparation of the abridged report and ensuring that the financial information has been
correctly extracted from the underlying annual financial statements.

                                                                                  30 Nov       30 Nov
                                                                                    2014         2013
Average net operating assets (NOA) (Rm)                                             2 383        2 119
Operating profit margin (%)                                                          11,0         11,9
Average NOA turn (times)                                                              1,9          1,9
Return on average NOA (%)                                                            20,7         22,1
Average net tangible operating assets (NTOA) (Rm)                                   1 616        1 315
PBITA margin (%)                                                                     11,5         12,3
Average NTOA turn (times)                                                             2,8          3,0
Return on average NTOA (%)                                                           31,8         36,9
Net asset value per share (cents)                                                   5 210        5 737
Return on average equity (%)                                                          1,0         17,3
Comparable return on average equity (%)                                              17,9         18,4
Operating profit has been determined after taking into account
the following charges (Rm):                                                                          
– Depreciation                                                                         33           29
– Amortisation                                                                         20           16
Capital expenditure (Rm)                                                                             
– Incurred during the year                                                             64           38
– Authorised but not contracted for                                                    56           59                                                                                                    
Commitments                                                                                          
– Operating lease commitments on properties                                           237          202
– Commitment to purchase businesses: Partquip and Berntel, for a maximum
  consideration of R569 million. 
                                                                    
Acquisition of businesses                                                                            
On 12 December 2013, Hudaco Trading acquired Dosco, GPM and
Joseph  Grieveson from a company controlled by Graham Dunford, a director
of Hudaco, for a consideration of R154 million.                                                      
Plant and equipment of R18 million, inventories of R32 million, trade and
other receivables of R41 million, trade and other payables of R43 million,
net borrowings of R8 million, taxation of R15 million, intangible assets
of R17 million and goodwill of R112 million have been recognised at date
of acquisition. These values approximate the fair values as provisionally
determined under IFRS 3.                                                                             
The acquisitions were concluded at the beginning of the financial year and
the consolidated results for the group include:                                                      
– Turnover (Rm)                                                                       240
– Profit after tax (Rm)                                                                32

Events after reporting date                                                                         
On 1 December 2014, the group acquired 100% of the shares In Partquip
Group Pty Ltd for R550 million and 100% of the business of Berntel for a
total consideration based on future profits and which is estimated to be
R15 million.                                                                                         
Plant and equipment of R10 million, inventories of R150 million, trade and
other receivables of R114 million, trade and other payables of R94 million,
cash R107 million, taxation of R27 million, intangible assets of R58 million and
goodwill of R247 million will be recognised at date of acquisition. These values
approximate the fair values as provisionally determined under IFRS 3.                                
Had these businesses been acquired at the beginning of the year, the
following amounts would have been included in these results:                                         
– Turnover (Rm)                                                                       628              
– Profit after tax (Rm)                                                                80              
If the acquisitions had been concluded at the beginning of the financial year,
consolidated results for the group would have been as follows:                                       
– Turnover (Rm)                                                                     5 108             
– Profit before tax settlement (Rm)                                                   409             
In December 2014 the group entered into an agreement for an evergreen,
R600 million revolving credit facility arrangement with Rand Merchant Bank
and Standard Bank.                                                                                   

Segment information
                                                         Turnover                          Operating profit            Average net operating assets
                                                 Year                   Year      Year                  Year        Year                    Year
                                                ended                  ended     ended                 ended       ended                   ended
                                               30 Nov         %        30 Nov    30 Nov          %      30 Nov      30 Nov           %       30 Nov
R million                                         2014     change         2013      2014     change        2013        2014      change         2013
Engineering consumables                          2 767         12        2 478       302          3         292       1 605          15        1 394
– Ongoing operations                             2 423                   2 412       248       (13)         286       1 495           9        1 374
– Acquired in 2013 and 2014                        344                     66        54                     6         110                      20
Consumer-related products                        1 718         17        1 470       215          8         199         673          12          601
– Ongoing operations                             1 536          7        1 440       189        (3)         194         611           3          596
– Acquired in 2013 and 2014                        182                     30        26                     5          62                      5
Total operating segments                         4 485                  3 948       517                   491       2 278                   1 995
Head office, shared services and eliminations       (5)                   (6)      (23)                  (22)         105                     124
Total group                                      4 480         14        3 942       494          5         469       2 383          12        2 119

Transfer secretaries: Computershare Investor Services Pty Ltd, PO Box 61051, Marshalltown, 2107
Registered office: Building 9, Greenstone Hill Office Park, Emerald Boulevard, Greenstone Hill,
Edenvale Tel +27 11 657 5000 Email info@hudaco.co.za
Directors: RT Vice (Chairman)*, GR Dunford (Chief executive), CV Amoils (Financial director),
PC Baloyi*, SJ Connelly*, SG Morris*, D Naidoo*   *Non-executive
Group secretary: R Wolmarans
Sponsor: Nedbank Capital

"Value-added distribution – our core competency"

www.hudaco.co.za



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