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HUGE GROUP LIMITED - Unaudited consolidated results for the six months ended 31 August 2015

Release Date: 27/11/2015 14:10
Code(s): HUG     PDF:  
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Unaudited consolidated results for the six months ended 31 August 2015

HUGE GROUP LTD
(Registration number 2006/023587/06)
Share code: HUG     ISIN: ZAE000102042
("Huge" or "the Group" or "the Company")

UNAUDITED CONSOLIDATED RESULTS FOR THE SIX MONTHS ENDED 31 AUGUST 2015

HIGHLIGHTS
-   Huge Telecom’s fixed-wireless combination of GSM and fixed-
    cellular routing is starting to gain traction as a substitute for
    fixed-copper landlines;
-   Huge Telecom’s growing distribution network of active Business
    Partners is expanding its indirect sales force rapidly;
-   Revenue - 8% higher than the previous comparable period being the
    6 months ended 31 August 2014;
-   Operating profit – 58% higher than the previous comparable period;
    and
-   Declaration of interim dividend.

The board of directors ("the Board") of Huge is pleased to present
the unaudited interim results of the Company and its subsidiary
companies and joint venture (“the Group”) for the six months ended 31
August 2015.

UNAUDITED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

                             Unaudited      Unaudited          Audited
                             31 August      31 August      28 February
                                  2015           2014             2015
                            (6 months)     (6 months)      (12 months)
                                 R’000          R’000            R’000

 Total revenue                 106 999         98 961         204 589
 Gross profit                   44 544         41 020          80 939
 Other income                      553            890           1 068
 Operating expenses           (31 027)       (33 028)        (66 074)
 Operating profit               14 070          8 882          15 933
 Investment income                  24            359             621
 Net change in fair
 value of financial
 instruments                         -          1 562            3 319
 Share of (losses) /
 earnings from equity
 accounted investments            (13)             26              11
 Finance costs                 (2 303)        (1 359)         (2 700)
 Profit before
 taxation                       11 777          9 470          17 184
 Income tax credit /
 (expense)                         805        (2 074)         (5 933)
 Net profit for the
 period                         12 582          7 396          11 251
 Non-controlling
 interest                           25             13            (274)
 Net profit
 attributable to
 owners of the company         12 557          7 383         11 525

 Basic earnings per
 share (cents)                  12.40           9.20          12.80
 Adjusted for:
 Profit on disposal of
 property, plant and
 equipment                     (0.04)              -         (0.02)
 Reversal of
 impairment                    (2.96)              -              -
 Headline earnings per
 share (cents)                   9.40           9.20          12.78
 Total number of
 shares in issue
 (‘000)                       101 901         80 255        101 901
 Weighted number of
 shares in issue
 (‘000)                       101 255         80 255         90 041

UNAUDITED CONSOLIDATED STATEMENT OF FINANCIAL POSITION

                            Unaudited      Unaudited         Audited
                            31 August      31 August     28 February
                                 2015           2014            2015
                           (6 months)     (6 months)     (12 months)
                                R’000          R’000           R’000

 ASSETS
 Property, plant and
 equipment                     50 584         42 133         46 085
 Goodwill                     215 153        215 153        215 153
 Intangible assets              4 922          2 130          2 298
 Investment in joint
 venture                          701            729            714
 Deferred tax                   6 984         11 303          3 333
 Deferred expenditure           4 972              -          4 444
                              283 316        271 448        272 027

 CURRENT ASSETS
 Inventories                    1 661            876           1 025
 Trade and other
 receivables                   35 511         76 991         34 860
 Derivative margin
 deposits                           -          4 874               -
 Deferred expenditure           8 205          7 417           6 825
 Cash and cash
 equivalents                    1 186          4 868          4 741
                               46 564         95 026         47 451
 Total assets                 329 880        366 474        319 478

 EQUITY AND
 LIABILITIES
 Share capital                229 323        208 411        229 323
 Reserves                           -          (482)              -
 Retained earnings             35 680         19 270         23 098
 Equity attributable
 to equity holders of
 parent                       265 003        227 199        252 421
 Non-controlling
 interest                     (4 076)        (3 647)        (4 101)
                              260 927        223 552        248 320


 Non-current
 liabilities
 Finance lease
 obligations                      831            557             770
 Deferred tax                   1 103          9 381             499
                                1 934          9 938           1 269

 Current liabilities
 Interest bearing
 liability                     20 672               -        20 612
 Loans from
 shareholders                       -          1 161           2 757
 Other financial
 liabilities                      835          1 273             788
 Finance lease
 obligations                      813              539           606
 Trade and other
 payables                      44 691        116   764       45 127
 Bank overdraft                     7         13   247            -
                               67 020        132   984       69 889
 Total liabilities             68 953        142   922       71 158
 Total equity and
 liabilities                  329 880        366 474        319 478

 Number of shares in
 issue (‘000)                 101 901         80 255        101 901
 Net asset value per
 share (cents)                 257.69         278.55         245.24
 Net tangible asset
 value per share
 (cents)                        40.35           7.81           30.49

UNAUDITED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

                            Unaudited      Unaudited         Audited
                            31 August      31 August     28 February
                                 2015           2014            2015
                           (6 Months)     (6 months)     (12 months)
                                R’000          R’000           R’000

 Balance at 1 March           248 320        216 156        216 156
 Total comprehensive
 income for the period         12 582          7 396         11 252
 Issue of new shares                 -               -         20 912
 Acquisition of non-
 controlling interest               25               -              -
 Balance at 28
 February/31 August            260 927        223 552         248 320

UNAUDITED CONSOLIDATED STATEMENT OF CASH FLOWS

                             Unaudited      Unaudited         Audited
                             31 August      31 August     28 February
                                  2015           2014            2015
                            (6 months)     (6 months)     (12 months)
                                 R’000          R’000           R’000

 Cash flows from
 operating activities            9 831           8 707       (12 251)
 Cash flows from
 investing activities         (10 904)       (11 456)        (20 294)
 Cash flows from
 financing activities          (2 489)            198          43 113
 Net cash movement for
 the period                    (3 562)        (2 551)          10 568
 Cash at the beginning
 of the period                   4 741        (5 827)         (5 827)
 Total cash at the end
 of the period                   1 179        (8 378)           4 741

SEGMENTAL REPORTING
The directors have considered the implications of IFRS 8: Operating
segments and are of the opinion that the current operations of the
Group constitute one operating segment.     Resource allocation and
operational management are performed on an aggregate basis.
Performance is measured based on profit or loss before tax as shown
in internal management reports that are reviewed regularly by the
Chief Operating Decision Maker (“CODM”), who is the Group’s Chief
Executive Officer.    The CODM also regularly reviews the Group
Statement of Financial Position.

COMMENTARY
BASIS OF PREPARATION
The unaudited consolidated interim financial results have been
prepared in accordance with the recognition and measurement principles
of International Financial Reporting Standards and presented in
accordance with the minimum content, including disclosures, prescribed
by IAS 34 Interim Financial Reporting applied to year-end reporting,
the Companies Act of South Africa, and the JSE Limited’s Listings
Requirements.

Any information included in this announcement that might be perceived
as a forward looking statement has not been reviewed and reported on
by the Company’s auditors in accordance with section 8.40(a) of the
JSE Limited’s Listings Requirements. Any references to post interim
period performance are based on management accounts.

ACCOUNTING POLICIES
The accounting policies applied in the preparation of these unaudited
consolidated interim financial results are consistent with those
applied in the last comparable six month period, as well as those
applied in the preparation of the annual financial results of the
Company for the year ended 28 February 2015.

COMPANY PROFILE
Huge is an investment holding company listed on the Alternative
Exchange (“AltX”) of the JSE Limited’s Stock Exchange (“JSE”).

Huge Telecom, a wholly-owned subsidiary company of Huge and the
principal trading operation of the Group, is one of South Africa’s
leading providers of connectivity services to the small, medium and
micro enterprises enterprise (“SME”) market. It provides wireless,
GSM-based,    fixed-cellular,    last-mile    connectivity    services
(connections) for voice, messaging and data. It procures these last-
mile connectivity services from the mobile network operators (“MNOs”).

Eyeballs Mobile Advertising Proprietary Limited (“Eyeballs”), which
is 96% owned by Huge, is an application technology developer and
provider.   The “Eyeballs” technology application is downloaded and
installed by recipient users on their mobile phones. The application
displays advertising and content images on the phone screen when calls
or messages are received on the recipient user’s phone.

Further investor and shareholder information is available at
www.hugegroup.com.

FINANCIAL OVERVIEW
GROUP FINANCIAL PERFORMANCE
During the period under review, Huge has increased revenue and
operating profit, improved operational efficiencies and reduced
operating expenses.

INVESTMENT HOLDING ACTIVITIES
The loan funding agreement with Afrasia Special Opportunities Fund
(Pty) Ltd (“ASOF”) for the provision of short term funding in the
amount of R20 million, has been extended for a further 12 month period,
subject to interest at a rate of prime plus 9% per annum and repayable
in one lump sum on 30 November 2016.

The Board of Directors of the Company has taken into account the rapid
growth being experienced by the Company and the various sources of
capital that are available to it in order to fund this growth. After
careful consideration, the Board is of the view that the cost of the
ASOF Funding will, on a rolling twelve month basis, be cheaper than
the cost of equivalent equity funding.

TELECOMMUNICATIONS ACTIVITIES
Huge Telecom is the Group’s principal revenue generator.
Review of operations
Distribution
Huge Telecom has continued to grow its distribution capabilities
during H1FY16. As at the date of this announcement, Huge Telecom has
in excess of 550 Business Partners.
Business Partner activity levels measured by the number of active
Business Partners increased during H1FY16 by more than 20% when
compared to H1FY15.
Market positioning
Huge Telecom’s connectivity services are distributed mainly to small
and medium enterprise (“SMEs”). Huge Telecom provides connectivity
services to over 11 000 customers. It has no more than a 1% exposure
to its single largest customer and therefore customer concentration
risk remains low.
Sales
Monthly sales of telephone lines averaged approximately 800 during
H1FY16 (H1FY15: 1 100).
Churn
Monthly churn of telephone lines averaged approximately 300 during
H1FY16 (H1FY15: 250).
Revenue
Revenue for H1FY16 is 8% higher than the revenue for H1FY15.

Billed minutes for H1FY16 are 13% higher than billed minutes for
H1FY15.

Average Revenue per User (“ARPU”), where the user is defined as an
installed telephone line, amounted to just over R600 for H1FY16.

The ratio of calls to mobile and to fixed-line numbers (where prices
to the former are higher than to the latter) for H1FY16 was 64%:36%
(H1FY15: 86%:14%).

The average selling price for a mobile minute during H1FY16 was R0.84
per minute (H1FY15: R0.87).

The average selling price for a fixed-line minute during H1FY16 was
R0.36 cents per minute (H1FY15: R0.35).

The current monthly annuity book of fixed annuity charges at 31 August
2015 amounted to R4.1m (31 August 2014: R2.9m).
Gross margins
Gross margins of 41.6% were achieved during H1FY16 (H1FY15: 41.5%).

Overheads
Operating expenses during H1FY16 amounted to R31m (H1FY15: R33m).

Employee expenses during H1FY16 amounted to R21.2m (H1FY15: R21.2m).

Depreciation during H1FY16 amounted to R4.7m (H1FY15: R4m).
MEDIA ACTIVITIES
On 8 September 2015, the Company increased its shareholding in
Eyeballs by 12% from 84% to 96% and concluded a licence agreement with
a subsidiary company of a global platform operator of Internet, e-
commerce, media and social network services.

FUTURE PROSPECTS
INVESTMENT HOLDING ACTIVITIES
On 30 October 2015, the Company announced the signature of a Memorandum
of Agreement relating to the proposed acquisition of CentraCom
Proprietary Limited for a consideration of R81.6m, which consideration
will be satisfied through the issue of Huge Group shares at an issue
price yet to be determined.

The board of directors of Huge is committed to pursuing further smart
acquisitions aggressively, which will enhance future potential earning
prospects.

TELECOMMUNICATIONS ACTIVITIES
Undoubtedly, a huge portion of Huge Telecom’s intrinsic value can be
found in its distribution capability. Huge Telecom continues to grow
the number of Business Partners impacting revenue and profitability
positively.
The subscriber value associated with Huge Telecom’s base of installed
telephone lines also continues to grow and underpins the value of a
Huge ordinary share.
Huge Telecom has built and, more importantly, owns and controls the
“last-mile” network or local loop between each of its customers and a
number of the mobile network operators. As many commentators suggest,
the last-mile or local loop is the most valuable part of a network
and the fight over the unbundling of Telkom SOC Limited’s local loop
in respect of its fixed-copper (or landline) last-mile is testimony
to this fact. With the total cost of installing a subscriber telephone
line at about R5 000, the value of Huge Telecom’s last-mile network
is substantial.
The Huge Telecom fixed-wireless last-mile (which combines GSM and
fixed cellular routing (“FCR”) technology) is a substitute for
traditional fixed-copper (or landline) infrastructure.

MEDIA ACTIVITIES
The board of directors of Huge and of Eyeballs are of the opinion that
the conclusion by Eyeballs of its first licence agreement marks a
change in the fortunes of Eyeballs. The licensee is a subsidiary of a
global company that has the balance sheet and reach to ensure the
successful commercialisation of the technology, including the
generation of advertising revenue. In addition, the conclusion of the
licence agreement allows Eyeballs to demonstrate the value of the
technology to other potential licensees.

TREASURY SHARES
As at 31 August 2015, the Company has 110 901 443 ordinary shares in
issue. 9 646 926 ordinary shares are held by Huge Telecom in treasury,
resulting in a net 101 254 517 listed ordinary shares.

LEGAL AND REGULATORY REQUIREMENTS
The Company is currently party to the following litigation:
Arbitration
Dispute between    Huge   Group   and   Telemasters   Proprietary   Limited
(“Telemasters”)
During February 2013 Telemasters cancelled an agreement with Huge
Group for the supply of MTN airtime and suspended the SIM cards held
by the Company.

In its Statement of Claim issued on 31 May 2013, Telemasters alleges
that the Company is indebted to it in the amount of R4.176m plus
interest thereon.

In its Plea and Counterclaim issued on 11 June 2014, the Company
claims that Telemasters is indebted to it in the amount of R4.392m
plus interest thereon in respect of amounts overcharged by Telemasters
and which is made up as follows:
-   R1.215m in respect of “Itemised Billing” for which it was not
    entitled to charge;
-   R1.034m in respect of “Administration Fees” for which it was not
    entitled to charge;
-   R4.053m in respect of “Gross Out of Bundle Charges” for which it
    was not entitled to charge.

In November 2012, Telemasters admitted that it had overcharged Huge
and credited the Company with an amount of approximately R1.910m. In
the result, Huge alleges that Telemasters is indebted to the Company
in the amount of R4.392m, being the R6.302m less the credit of R1.910m
already passed by Telemasters, as indicated above.

Huge Group is claiming an amount of R2.674m from Telemasters, being
the R4.932m less an amount of R1.718m (of the R4.176m) that Telemasters
was entitled to raise against Huge Group.

The matter will be subject to arbitration by the Arbitration
Foundation of Southern Africa. The assets and liabilities relating to
this dispute have been recognised at levels appropriate to the
Company’s assessment of the outcome of the arbitration hearing. A date
has not yet been set for the arbitration hearing.

Pro-Active Monitoring of Financial Statements
On 21 February 2013, the Company received a letter from the JSE
Limited, instructing the Company to restate its 2010, 2011 and 2012
Annual Financial Statements (the “Relevant Financial Statements”) in
so far as this related to the accounting by the Company for the
acquisition of certain single stock futures contracts (“SSFs”) (the
“Restatement Decision”).

The Company is in possession of unqualified audit reports relating to
the Relevant Financial Statements on the basis that the accounting
policy in respect of the accounting for the SSFs has resulted in fair
presentation and is in accordance with IFRS.

There has been protracted correspondence between the Company and the
JSE in this regard, culminating in the Company instituting an action
in the Gauteng Local Division of the High Court of South Africa, for
the judicial review of, amongst other things, the JSE’s Restatement
Decision, on the basis that the Restatement Decision constitutes
administrative action that is reviewable in terms of section
6(2)(e)(iii) of the Promotion of Administrative Justice Act, 2 of
2000. The matter has not as yet been set down for hearing.

Other litigation
The Company and Group engage in a certain level of litigation in the
ordinary course of business. The directors have considered all pending
and current litigation and are of the opinion that, unless
specifically provided, none of these will result in a loss to the
Group. All significant litigation which the directors believe may
result in a possible loss has been disclosed.

SUBSEQUENT EVENTS
Subsequent to 31 August 2015 and on 30 October 2015, the Company
announced the signature of a Memorandum of Agreement with the vendors
of CentraCom Proprietary Limited, with a view to acquiring 100% of
the issued share capital of CentraCom Proprietary Limited.

Other than as disclosed in this announcement, there are no events
subsequent to 31 August 2015 and to the date of this announcement
which have had or may have a material impact on the Company.


GOING CONCERN
The Board has undertaken a detailed review of the going concern
capability of the Company (and all subsidiary companies of the Company
that form the Group) with reference to certain assumptions and plans
underlying various cash flow forecasts.
The Board has not identified any events or conditions that
individually or collectively cast significant doubt on the ability of
the Company and the Group to continue as a going concern.

CHANGES TO THE BOARD
There were no changes to the board of directors of the Company during
the six months ended 31 August 2015.


DIVIDENDS
A gross dividend of 4 cents per share was declared on 29 May 2015,
and paid on 6 July 2015.

Interim dividend
Notice is hereby given that the directors have declared an interim
gross dividend of 4 cents per ordinary share (2014: nil), payable out
of the income reserves for the six months ended 31 August 2015 to the
ordinary shareholders in accordance with the timetable below.

Timetable:
Declaration date                            Friday, 27 November 2015
Last day to trade with dividend            Thursday, 17 December 2015
Shares commence trading ex-dividend         Friday, 18 December 2015
Record date                                Thursday, 24 December 2015
Dividend payment date                       Monday, 28 December 2015


In terms of South African dividends tax, the following additional
information is disclosed:
Local divided withholding rate                                    15%
Net   local    dividend   payable to          3.4 cents per ordinary
shareholders who are not exempt from                           share
dividends withholding tax
Total number of ordinary shares in issue                  110 961 443
Company income tax reference number                        9378909155


Share certificates may not be dematerialised or rematerialised between
Friday, 18 December 2015 and Thursday, 24 December 2015, both days
inclusive.


GOVERNANCE
The Group recognises the need to conduct its business with integrity,
transparency and equal opportunity, and subscribes to good corporate
governance as set out in the King III Report on Corporate Governance.
Johannesburg
27 November 2015

Designated Adviser
Stellar Advisers Proprietary Ltd
Level P3, Oxford Corner, cnr Jellicoe and Oxford Road, Rosebank,
Johannesburg

Registered office:
1st Floor, East Wing, 146a Kelvin Drive, Woodmead, Johannesburg, 2191
(PO Box 16376, Dowerglen, 1610)

Transfer Secretaries
Computershare Investor Services Proprietary Ltd
Ground Floor, 70 Marshall Street, Johannesburg

Directors:
VM Mokholo* (Chairman), SP Tredoux* (Lead Independent Director), DR
Gammie*, AD Potgieter*, JC Herbst (Chief Executive Officer), D
Deetlefs (Group Financial Director)
*Non-executive

Date: 27/11/2015 02:10:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
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