Wrap Text
Unaudited Condensed Consolidated Interim Results for the six months ended 31 December 2014
TORRE INDUSTRIES LIMITED
Incorporated in the Republic of South Africa
(Registration number 2012/144604/06)
Share code: TOR ISIN: ZAE000188629
("Torre" or "the Group")
UNAUDITED CONDENSED CONSOLIDATED INTERIM RESULTS
FOR THE SIX MONTHS ENDED 31 DECEMBER 2014
RESULTS HIGHLIGHTS
REVENUE up 257% to R562.4m
EBITDA up 276% to R87.2m
HEPS up 118% to 14.4 cents
DPS of 3.5 cents
CONDENSED CONSOLIDATED STATEMENT OF
COMPREHENSIVE INCOME
Unaudited 6 Unaudited 6 Audited 12
months months months
ended ended ended
31 December 31 December 30 June
2014 2013 2014
R'000 R'000 R'000
Revenue 562 402 157 324 433 130
Cost of sales (367 833) (97 585) (273 681)
Gross profit 194 569 59 739 159 449
Other income 16 458 1 345 12 275
Operating expenses (138 912) (41 418) (131 045)
Operating profit 72 115 19 666 40 679
Depreciation and amortisation 15 119 3 528 16 261
EBITDA 87 234 23 194 56 940
Depreciation and amortisation (15 119) (3 528) (16 261)
Net finance costs (6 683) (623) (2 035)
Acquisition related costs (1 305) (2 647) (3 528)
(Loss)/income from equity accounted investments (1 577) 1 322 1 862
Profit before taxation 62 550 17 718 36 978
Taxation (13 578) (5 036) (8 131)
Profit after taxation 48 972 12 682 28 847
Other comprehensive loss: (1 352) - (2 223)
Items that may be subsequently reclassified
through profit or loss:
Foreign currency translation movements (782) - (2 223)
Interest rate hedge fair value adjustment (570) - -
Total comprehensive income for the period 47 620 12 682 26 624
Profit/(loss) attributable to:
Ordinary shareholders of the group 47 643 12 735 27 700
Non-controlling interests 1 329 (53) 1 147
48 972 12 682 28 847
Total comprehensive income/(loss) attributable to:
Ordinary shareholders of the group 46 291 12 735 25 477
Non-controlling interests 1 329 (53) 1 147
47 620 12 682 26 624
Reconciliation of attributable profit to headline earnings
Profit attributable to ordinary shareholders 47 643 12 735 27 700
Gain from bargain purchase - (923) (5 716)
Fair value gain on re-measurement of investments - - (446)
Profit on sale of investment (1 125) - -
Impairment - - 4 696
(Profit)/loss on sale of property, plant and equipment (78) 40 477
Gains from write-offs - (238) -
Taxation 22 295 (1 196)
Headline earnings attributable to ordinary shareholders 46 462 11 909 25 515
Weighted average number of shares in issue ('000) 323 488 180 316 211 044
Earnings per share (cents) 14.73 7.06 13.13
Headline earnings per share (cents) 14.36 6.60 12.09
Dividends per share (cents)(1) 3.5 - -
(1) Dividend was declared after 31 December 2014
CONDENSED CONSOLIDATED STATEMENT OF
CHANGES IN EQUITY
Non-
Controlling Total
Attributable to Owners of the Company Interests Equity
Non-
Stated Other Merger Retained Controlling
Capital Reserves(2) Reserve FCTR(1) income Interests Total
R'000 R'000 R'000 R'000 R'000 R'000 R'000
Balance as at 30 June 2013 178 123 - 9 746 - (13 698) (14) 174 157
Movement in FCTR - - - (16) - - (16)
Profit for the period - - - - 12 735 (53) 12 682
Balance as at 31 December 2013 178 123 - 9 746 (16) (963) (67) 186 823
Shares issued 300 262 - - - - - 300 262
Share issue costs (12 730) - - - - - (12 730)
Movement in FCTR - - - (2 207) - - (2 207)
Profit for the period - - - - 14 965 1 200 16 165
Balance as at 30 June 2014 465 655 - 9 746 (2 223) 14 002 1 133 488 313
Shares issued 49 453 - - - - - 49 453
Share based payment expense - 437 - - - - 437
Interest rate hedge fair value adjustment - (570) - - - - (570)
Profit for the period - - - - 47 643 1 329 48 972
Transactions with non-controlling Interests - - - - (5 159) (423) (5 582)
Movement in FCTR - - - (782) - - (782)
Balance as at 31 December 2014 515 108 (133) 9 746 (3 005) 56 486 2 039 580 241
(1) Foreign currency translation reserve
(2) Share based payment reserve and cash flow hedge reserve
CONDENSED CONSOLIDATED STATEMENT
OF FINANCIAL POSITION
Unaudited at Unaudited at
31 December 31 December Audited at
2014 2013 June 2014
R'000 R'000 R'000
ASSETS
Non-current assets 641 731 259 986 521 894
Property, plant and equipment 73 431 5 848 66 444
Rental assets 179 757 92 536 149 680
Goodwill 247 194 67 675 200 471
Intangible assets 61 280 - 61 975
Deferred tax 23 184 23 463 25 643
Other financial assets 54 789 783 14 050
Investments in associates 2 096 69 681 3 631
Current assets 437 475 113 824 434 937
Inventories 244 259 46 352 212 072
Trade and other receivables 130 127 38 117 113 817
Other financial assets 10 037 11 750 10 644
Cash and cash equivalents 53 052 17 605 98 404
TOTAL ASSETS 1 079 206 373 810 956 831
EQUITY AND LIABILITIES
Total equity 580 241 186 823 488 313
Non-controlling interests 2 039 (67) 1 133
Equity attributable to owners of the company 578 202 186 890 487 180
Stated capital 515 108 178 123 465 655
Reserves 63 094 8 767 21 525
Non-current liabilities 216 218 48 972 204 350
Interest bearing borrowings 107 396 - 108 512
Other financial liabilities 3 238 7 629 6 277
Deferred tax 43 524 21 015 28 365
Deferred purchase consideration 62 060 20 328 61 196
Current liabilities 282 747 138 015 264 168
Interest bearing borrowings 25 665 - 14 769
Other financial liabilities 26 599 84 708 31 892
Deferred purchase consideration 10 981 22 055 22 955
Taxation payable 3 422 1 644 3 214
Trade and other payables 195 393 24 350 149 918
Bank overdraft 20 687 5 258 41 420
TOTAL EQUITY AND LIABILITIES 1 079 206 373 810 956 831
Number of shares in issue ('000) 334 824 180 316 316 726
Net asset value per share (cents) 173.30 103.61 154.18
Net tangible asset value per share (cents) 81.17 66.08 71.31
CONDENSED CONSOLIDATED STATEMENT
OF CASH FLOWS
Unaudited 6 Unaudited 6 Audited 12
months ended months ended months
31 December 31 December ended 30
2014 2013 June 2014
R'000 R'000 R'000
Net cash flow from operating activities 47 888 22 299 19 103
Cash generated from operations 58 446 25 145 26 097
Net finance (costs)/income (5 849) 683 (2 035)
Taxation paid (4 709) (3 529) (4 959)
Net cash flow from investing activities (95 933) (71 156) (308 286)
Capital expenditure (51 488) (5 353) (34 458)
(Increase)/decrease in financial assets (25 000) 786 (7 035)
Decrease in financial liabilities (18 694) - -
Other investing activities (751) (66 589) (266 793)
Net cash flow from financing activities 22 960 40 964 326 448
Proceeds from shares issued 14 250 - 287 533
Increase in interest bearing borrowings 9 780 41 616 96 859
Other financing activities (1 070) (652) (57 944)
Total cash movement for the period (25 085) (7 893) 37 265
Net cash at the beginning of the period 56 984 20 240 20 240
Effect of exchange rate movement on cash balances 466 - (521)
Net cash at the end of the period 32 365 12 347 56 984
NOTES TO THE FINANCIAL STATEMENTS
1. ACCOUNTING POLICIES
The condensed interim financial statements have been prepared in accordance with the framework concepts, the measurement and
recognition requirements of International Financial Reporting Standards (IFRS), the SAICA Financial Reporting Guides as issued by the
Accounting Practices Committee and Financial Reporting Pronouncements as issued by the Financial Reporting Standards Council, the listings
requirements of the JSE Limited ("JSE"), the information as required by IAS 34: Interim Financial Reporting and the requirements of the South
African Companies Act 71 of 2008 as amended ("Companies Act"). Disclosure reclassifications to previously reported financial information
contained within the condensed interim financial statements have been made based on qualitative and quantitative materiality in order to
provide more useful information to the users. The accounting policies are consistent with the annual financial statements for the year ended 30 June 2014.
2. FINANCIAL PREPARATION AND REVIEW
These results have been prepared by S Mansingh CA (SA), Head of Reporting and Consolidations, which preparation was supervised by
SR Midlane CA (SA), the Chief Financial Officer. These results have not been reviewed or reported on by the Group's auditors. The results
were approved by the board of directors on 2 March 2015.
Segments are consistent with the disclosure at 30 June 2014 and consist of Plant and Equipment, Services and Suppliers and Financial
Solutions. The group reports central and unallocated financial performance under "Central". Movement in segmental performance is largely
due to full inclusion of acquisitions concluded in the prior period. Operating profit is the key measure of segmental performance.
SEGMENT REPORT
Unaudited 6 Unaudited 6 Audited 12
months ended months ended months
31 December 31 December ended 30
2014 2013 June 2014
R'000 R'000 R'000
Segment Revenue
Plant and Equipment 160 145 65 369 169 188
Services and Supplies 400 425 91 955 263 942
Financial Solutions 1 832 - -
562 402 157 324 433 130
Segment Operating Profit/(Loss)
Plant and Equipment 20 629 5 558 11 899
Services and Supplies 40 027 14 387 28 456
Financial Solutions 1 486 - -
Central 9 973 (280) 324
72 115 19 666 40 679
Segment Assets
Plant and Equipment 478 955 138 870 338 763
Services and Supplies 536 236 76 175 556 538
Financial Solutions 33 696 - -
Central 30 319 158 765 61 530
1 079 206 373 810 956 831
Segment Liabilities
Plant and Equipment 264 505 48 283 159 060
Services and Supplies 211 242 27 740 225 214
Financial Solutions 5 618 - -
Central 17 600 110 964 84 244
498 965 186 987 468 518
Segment Depreciation and Amortisation
Plant and Equipment 6 949 3 100 12 941
Services and Supplies 7 209 405 3 268
Financial Solutions 259 - -
Central 702 23 51
15 119 3 528 16 260
COMMENTARY
INTRODUCTION
Torre Industries Limited ("Torre") is a JSE-listed industrial group that specialises in:
- the value added distribution of branded capital equipment, either for rent or sale;
- the supply of critical parts and services to the equipment and automotive aftermarkets; and
- the provision of specialised financial solutions to assist customers in financing their capital programs
Torre is headquartered in City Deep, Johannesburg and employs over 850 staff with a physical presence in 12 (and exposure to 20) African countries.
HIGHLIGHTS
Key achievements of the interim period include, inter alia:
- Revenue, EBITDA and HEPS growth from the prior comparable period of 257%, 276% and 118% respectively;
- the successful rationalisation and turnaround of Torre Automotive (formerly Control Instruments);
- the establishment of Kanu Equipment operations in Cote d'Ivoire and Ghana;
- the acquisition of Elephant Lifting Equipment (Pty) Ltd which will be effective from 1 January 2015; and
- the declaration of a maiden interim dividend on 2 March 2015
FINANCIAL REVIEW
The Group delivered positive results in difficult markets with challenges including ongoing labour unrest in South Africa, weak commodity
prices, a volatile and depreciating Rand and the Ebola epidemic in West Africa.
The full period inclusion of the acquisitions made by the Group during the past 18 months underpinned performance.
REVENUE
Group revenue grew by R405 million to R562 million when compared to the same period in the prior year, and by R129 million when
compared to the 2014 financial year. Strong performances from Torre Automotive and SA French were partially offset by more challenging
markets for Manhand and Tractor and Grader Supplies ("TGS"). Kanu Equipment traded in line with expectations.
OPERATING PROFIT
Operating profit grew by R52 million to R72 million when compared to the same period in the prior year, and by R31 million when com-
pared to the full 2014 financial year. In addition, other income of R16 million was recognised, mainly as a result of a once off adjustment to
the TGS deferred purchase consideration liability. Net profit for the period increased from R12.7 million to R49 million, with an increase in
headline earnings per share from 6.6 cents to 14.4 cents.
CASH AND DEBT
During the period under review the Group's cash generated from operating activities increased to R48 million for the six month period
mainly as a result of improvement in working capital, R29 million up from 12 month period ending 30 June 2014. The Group ended the
period with a net cash balance of R32.4 million compared to R57 million as at 30 June 2014, and net debt (interest bearing borrowings less
net cash and cash equivalents) of R100.7 million, representing a net debt-to-equity ratio of 17%, compared to 14% as at 30 June 2014. The
Group achieved an interest cover ratio of 9.0x for the period, comprising finance costs of R9.7m and finance income of R3m.
GOODWILL
During the period under review Goodwill increased by R47 million from 30 June 2014, mainly as a result of the acquisition of Minosucra
SARL, DR Forklifts, and IFRS 3 measurement period adjustments relating to the acquisition of Control Instruments Group Limited.
REVIEW OF OPERATIONS
PLANT AND EQUIPMENT
SA French
Higher levels of tower crane sales and full utilisation of the rental fleet has allowed SA French to deliver a strong performance in the first
half of this financial period. The prospects for the remainder of the year are positive.
Manhand
The combination of Manhand with Forktech and DR Forklifts is complete and the enlarged entity has an attractive market position with
a comprehensive, price competitive product range as well as an extensive offering of aftermarket parts and servicing capabilities for all
machine types. Financial performance in the first half was subdued. However this is expected to improve in the second half as a result of
increased investment and the appointment of a new managing director with effect from 1 February 2015.
Kanu Equipment
The Ebola outbreak and the collapse in the iron ore and oil prices contributed to an extremely challenging environment in West Africa.
Despite this Kanu Equipment performed satisfactorily in the first half and is expected to improve further in the second half as the new
territories are bedded down and the business environment returns to normal.
SERVICES AND SUPPLIES
Tractor and Grader Supplies (TGS)
TGS had a difficult first half as a result of the NUMSA strikes and the slowdown in the mining sector. Initiatives to streamline the cost base
and optimise inventory management are underway and an improved second half is expected from this business unit.
Torre Automotive
Torre Automotive performed strongly in the first half as a result of the rationalisation of the cost base and enhanced efficiencies in
manufacturing and distribution. The new management team is performing admirably and results in the second half are expected to
be maintained.
FINANCIAL SOLUTIONS
Torre Capital
Torre Capital commenced operations in August 2014 with an initial focus on providing rentals and finance leases to Manhand customers. At
present the book is internally funded by the Group.
FINANCIAL ASSISTANCE
Notice is hereby given in terms of section 45 (5) (a) of the Companies Act that the Board of the Company at a meeting held on 2 March
2015, authorised and ratified the Company to provide financial assistance to its subsidiary companies in terms of section 45 of the Compa-
nies Act, pursuant to the authority granted to the Board by shareholders on 10 December 2014. The approved financial assistance included
guarantees on behalf of Group companies and general facilities and loans to Group companies already provided totaling R357 million.
Further approval was authorised to provide financial assistance in a maximum aggregate amount of R46 million, on terms and conditions
approved by the Board, as determined by any executive director of the Company from time to time under delegated authority, until the
Board meeting scheduled for June 2015.
PROSPECTS
The external environment remains challenging in South Africa and in the other parts of the continent where the Group is operating. The
Group does not foresee any significant improvement in the trading environment in the short-term. However the stabilization of the SA
environment and further development in the Group's African business units should contribute to organic growth in earnings going forward.
In addition Torre will continue to focus on cost controls, acquisitions and further optimisation of our capital structure to enhance margins and profitability.
Any forward-looking statements in this announcement have not been reviewed nor audited by the Company's Auditors.
SUBSEQUENT EVENTS
Events that have occurred in the period between 31 December 2014 and the date of this report include:
- the completion of the R180m acquisition of 100% of Elephant Lifting Equipment (Pty) Ltd on 1 January 2015; and
- the announcement on 16 February 2015 of the intended acquisition of 100% of Set Point Group (Pty) Ltd for R370m as well as a private
placement of Torre shares to BEE investors to raise R350m such that the BEE shareholding of the Group will increase to 26%
DIVIDENDS
The Board has instituted a policy of having dividends covered 4 times by headline earnings going forward. Accordingly notice is hereby given
that the Board declared a maiden cash dividend of 3.5 cents per share (2.975 cents net of dividend withholding tax) for the interim period
ended 31 December 2014 ("Interim Dividend"). The commencement of dividend payments is an indication of the confidence that the Board
has in the long term ability of the Group to sustain earnings and free cash flow.
The Interim Dividend will be payable to shareholders recorded in the register of the company at the close of business on the record date
appearing below. This dividend has been declared from income reserves of the company.
The number of ordinary shares in issue at the date of this declaration is 350 476 897. The company has no Secondary Tax on Companies
credits to be utilised resulting in a net dividend of 2,975 cents per share for those shareholders who are not exempt from dividend
withholding tax (at a rate of 15%).
The salient dates applicable to the Interim Dividend are as follows:
Finalisation announcement date: Tuesday, 3 March 2015
Last date to trade cum dividend: Friday, 20 March 2015
Shares commence trading ex dividend: Monday, 23 March 2015
Record date: Friday, 27 March 2015
Payment Date: Monday, 30 March 2015
Rematerialised/Dematerialised dates: Monday, 23 March 2015 to Friday, 27 March 2015
No share certificates may be dematerialised or rematerialised between Monday, 23 March 2015 and Friday, 27 March 2015 both days inclu-
sive. Dividend cheques will be posted and electronic payments made, where applicable, to certificated shareholders on the payment date.
Dematerialised shareholders will have their accounts with their Central Securities Depository Participant or broker credited on the payment
date. The company`s income tax reference number is 9698735157.
DIRECTORATE
There were no changes to the board of directors during the period under review.
APPRECIATION
We are grateful for the support provided to the Group by our employees, customers, suppliers, shareholders and banking partners.
Collectively we have continued to make progress towards achieving our strategic goals for Torre and as a result have been able to move into
2015 with strong momentum. Our challenge now is to continue to refresh our strategy, apply ourselves consistently and build on what has
been achieved to date.
On behalf of the Board
CE Pettit SR Midlane
Chief Executive Officer Chief Financial Officer
3 March 2015
Directors
PJ van Zyl (Chairman)*, CE Pettit (Chief Executive Officer), SR Midlane (Chief Financial Officer), JWLM Fizelle^, CWJ Lyons#, CS Seabrooke#,
MM Ngoasheng#
* Non-executive
^ Lead independent non-executive
# Independent non-executive
Company Secretary
Sean Graham
Registered Office
59 Merino Avenue, City Deep, Johannesburg, 2197, South Africa
Sponsor and Corporate Finance Adviser
AfrAsia Corporate Finance (Pty) Ltd
Transfer secretaries
Link Market Services South Africa (Pty) Ltd
Torre Industries
A: 59 Merino Avenue, City Deep, Johannesburg, 2197
PA: PO Box 86222, City Deep, South Africa, 2049
T: +27 11 627 2500 F: +27 11 627 2600
W: www.torreindustries.com
Date: 03/03/2015 10:48:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.
Sharenet Sites 
