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CURRO HOLDINGS LIMITED - Reviewed Provisional Results For The Year Ended 31 December 2015

Release Date: 23/02/2016 07:05
Code(s): COH     PDF:  
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Reviewed Provisional Results For The Year Ended 31 December 2015

Curro Holdings Limited Incorporated in the Republic of South Africa
(Registration number: 1998/025801/06) JSE share code: COH
ISIN: ZAE000156253 ("Curro" or "the Company" or "the Group")

Reviewed Provisional Results
For the year ended 31 December 2015

Headline earnings increased by 79% from R56m to R100m
HEPS increased by 67% from 17.2 cents to 28.7 cents
Schools EBITDA increased by 46% from R262m to R382m
Revenue increased by 38% from R1bn to R1.38bn
Number of learners ('16) increased by 16% from 35 970 to 41 864

CONDENSED CONSOLIDATED STATEMENT
OF COMPREHENSIVE INCOME
                                                                   Reviewed      Audited
                                                                     31 Dec       31 Dec
                                               Percentage              2015         2014
                                                   change         R million    R million
Revenue                                               38%             1 384        1 001
Operating expenses                                    35%           (1 092)        (809)
Earnings before interest, taxation,
depreciation and amortisation (EBITDA)                52%               292          192
 Schools EBITDA                                       46%               382          262
 Head office EBITDA                                   29%              (90)         (70)
Depreciation and amortisation                         47%              (85)         (58)
Earnings before interest and taxation
(EBIT)                                                54%               207          134
Investment revenue                                   125%                27           12
Gain from bargain purchase                                                4            –
Share of profits of associates                                            1            1
Impairment                                           500%               (6)          (1)
Finance costs                                         76%             (118)         (67)
Profit before taxation (PBT)                          46%               115           79
Taxation                                            (18%)              (23)         (28)
Profit for the year (PAT)                             80%                92           51
Other comprehensive income:
Net fair value profit/(loss) on cash flow hedges***                      25          (3)
Total comprehensive income                           144%               117           48
Profit attributable to:
Owners of the parent                                  78%                98           55
Non-controlling interest                              50%               (6)          (4)
                                                      80%                92           51
Total comprehensive income
attributable to:
Owners of the parent                                 137%               123           52
Non-controlling interest                              50%               (6)          (4)
                                                     144%               117           48
Reconciliation of headline earnings:
Earnings attributable to owners of the parent                            98           55
Adjusted for:
Impairment                                                                6            1
Gain from bargain purchase                                              (4)            -
Profit on disposal of property, plant
and equipment                                                            –*           –*
Headline earnings                                     79%               100           56
EBITDA margin                                                           21%          19%
EBITDA margin for schools                                               28%          26%
Earnings per share (cents) (EPS)
– Basic                                               66%              28.2       17.0**
– Diluted                                             65%              27.8       16.8**
Headline earnings per share (cents)
(HEPS)
– Basic                                               67%              28.7       17.2**
– Diluted                                             68%              28.3       17.0**
Number of shares in issue (millions)
– Basic                                                               356.9      325.6**
– Diluted                                                             362.4      330.1**
Weighted average number of shares
in issue (millions)
– Basic                                                               348.3      322.5**
– Diluted                                                             353.8      327.1**

Notes:
*    Balances less than R500 000 are displayed as RNil in million rounding.
**   Earnings per share and headline earnings per share for the year ended
     31 December 2014 have been adjusted downwards by 0.5 cents. This is due
     to the retrospective adjustment of the 2015 rights offer undertaken.
     The adjustment to the basic and diluted weighted average number of shares
     in issue for the year ended 31 December 2014 is an increase of 8.1 million
     shares due to the bonus element contained within the rights offer.
***  This has been reclassified to equity.

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
                                                                    Reviewed       Audited
                                                                      31 Dec        31 Dec
                                                    Percentage          2015          2014
                                                        change     R million     R million
Cash generated from operations                             54%           306           199
Taxation paid                                              13%           (9)           (8)
Net finance costs                                          65%          (91)          (55)
Working capital movements                               (140%)          (44)           111
Net cash generated from        
operating activities                                     (34%)           162           247
Net cash utilised in investing activities                (18%)       (1 030)       (1 257)
Net cash from financing activities                       (20%)           904         1 126
Cash and cash equivalents        
movement for the year                                                     36           116
Cash and cash equivalents        
at the beginning of the year                                             195            79
Cash and cash equivalents        
at the end of the year                                                   231           195

CONDENSED CONSOLIDATED STATEMENT
OF CHANGES IN EQUITY
                                                                    Reviewed       Audited
                                                                      31 Dec        31 Dec
                                                                        2015          2014
                                                                   R million     R million
Balance at the beginning of the year                                   2 211         1 563
Total comprehensive income                                               117            48
Issue of shares                                                          756           600
Share issue costs                                                       (14)           (8)
Recognition of share-based payments                                       11             8
Balance at the end of the year                                         3 081         2 211

CONDENSED CONSOLIDATED STATEMENT
OF FINANCIAL POSITION
                                                                    Reviewed       Audited
                                                                      31 Dec        31 Dec
                                                                        2015          2014
                                                                   R million     R million
ASSETS                                     
Non-current assets                                                     4 796         3 813
Property, plant and equipment                                          4 290         3 338
Goodwill                                                                 333           338
Intangible assets                                                        134           121
Investment in associate                                                   10             9
Other financial assets                                                    29             7
Current assets                                                           283           259
Inventories                                                                8            17
Current tax receivable                                                     6             3
Other financial assets                                                     2             –
Loan to associate                                                          –             6
Trade and other receivables                                               36            38
Cash and cash equivalents                                                231           195
Total assets                                                           5 079         4 072

EQUITY AND LIABILITIES
EQUITY
Equity attributable to equity holders
of parent                                                              3 088         2 212
Share capital                                                          2 834         2 092
Reserves                                                                  39             9
Retained income                                                          215           111
Non-controlling interest                                                 (7)           (1)
Total equity                                                           3 081         2 211
                                   
LIABILITIES                                   
Non-current liabilities                                                1 750         1 561
Loans and other financial liabilities                                  1 561         1 395
Deferred tax                                                             189           166
Current liabilities                                                      248           300
Loans and other financial liabilities                                     28            23
Current tax payable                                                        –             2
Trade and other payables                                                 110           122
Prepaid school fees and deposits                                         104           114
Acquisition payables                                                       6            39
Total liabilities                                                      1 998         1 861
Total equity and liabilities                                           5 079         4 072
                                   
Net asset value per share (cents)                                      865.3         679.1

CONDENSED CONSOLIDATED SEGMENTAL REPORT
                                                                    Reviewed       Audited
                                                                      31 Dec        31 Dec
                                                        Percentage      2015          2014
                                                            change R million     R million
Revenue                                                       38%      1 384         1 001
– Curro                                                       41%      1 149           817
– Meridian                                                    28%        235           184
Schools EBITDA                                                46%        382           262
– Curro                                                       49%        326           219
– Meridian                                                    30%         56            43
Net head office expenditure                                   29%       (90)          (70)
Headline earnings                                             79%        100            56
– Curro                                                       79%        111            62
– Meridian                                                    83%       (11)           (6)
Headline earnings per share (cents)                           67%       28.7          17.2
– Curro                                                       67%       31.8          19.0
– Meridian                                                    72%      (3.1)         (1.8)
Earnings per share (cents)                                    66%       28.2          17.0
– Curro                                                       66%       31.3          18.9
– Meridian                                                    63%      (3.1)         (1.9)
Total assets                                                  25%      5 079         4 072
– Curro                                                       28%      4 398         3 437
– Meridian                                                     7%        681           635
Total liabilities                                              7%      1 998         1 861
– Curro                                                        5%      1 350         1 283
– Meridian                                                    12%        648           578

KEY RATIOS

                                           31 Dec    31 Dec    31 Dec    31 Dec     31 Jan
                                            2012*     2013*     2014*     2015*      2016*
Number of campuses                             22        26        32        42         47
Number of schools                              61        72        80       101        110
Number of learners                         12 473    21 027    28 737    35 970     41 864
Average number of
learners per campus                           567       809       898       856        891
Number of employees                         1 630     2 387     3 128     3 969      4 350
Number of teachers                          1 151     1 593     1 905     2 339      2 637
Learner/teacher ratio                          11        14        15        15         16
Building size (m(2))                      169 024   261 004   392 314   449 067    461 312
Land size (ha)                                153       188       298       359        364
Capital investment (Rm)                       782     1 076     1 305     1 030   
– Current campuses                            223       602       651       646   
– New campuses                                237       242       482       369   
– Acquisitions                                322       232       172        15   

Note:
Unreviewed

J-Curve

The table below illustrates the J-Curve effect from newly established schools to more mature schools by age
                              Unreviewed                   Unreviewed            Unreviewed             Unreviewed               Unreviewed           Unreviewed
                          Number at 31 Dec 2015       Learner numbers (Dec)       Growth%         Schools EBITDA (R million)      Growth%        Schools EBITDA margin
                          Schools Campuses           2013     2014     2015   13/14     14/15     2013     2014     2015      13/14     14/15    2013     2014    2015
Developed schools             74           29      10 577   14 645   20 694     38%       41%       52      111      171       113%       54%     16%      23%     23%
2009 and before                8            3       2 961    3 100    3 332      5%        7%       24       31       35        29%       13%     26%      28%     27%
2010                           6            2       1 636    1 994    2 120     22%        6%        8       17       24       113%       41%     17%      25%     29%
2011                          16            6       2 962    3 721    4 337     26%       17%        7       25       40       257%       60%      8%      19%     23%
2012                           6            2       1 002    1 362    1 618     36%       19%        2        8       15       300%       87%      7%      17%     23%
2013                          11            4       2 016    3 645    4 922     81%       35%       11       37       66       236%       78%     19%      32%     37%
2014                           8            4                  823    1 271               54%               (7)        1               (114%)            (32%)      2%
2015                          19            8                         3 094                                         (10)                                         (13%)
Acquired schools              27           13      10 450   14 092   15 276     35%        8%      103      151      211        47%       40%     35%      30%     33%
2012 and before               17            8       6 050    6 483    6 851      7%        6%       76       97      121        28%       25%     34%      36%     38%
2013                           3            2       4 400    5 690    5 779     29%        2%       27       45       52        67%       16%     38%      29%     30%
2014                           5            2                1 919    2 046                7%                 9       34                 278%              12%     28%
2015                           2            1                           600                                            4                                           17%
             
                             101           42      21 027   28 737   35 970     37%       25%      155      262      382        69%       46%     25%      26%     28%

Note:
Acquired schools included from the year the school was incorporated in Curro. All acquired schools have at least been established for more than seven years.

NOTES TO THE FINANCIAL STATEMENTS
1. STATEMENT OF COMPLIANCE
The condensed consolidated financial information for the year ended 31 December 2015 has
been prepared in accordance with the framework concepts and 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, and as a minimum, contain the information required by IAS 34: Interim Financial
Reporting, the Listings Requirements of the JSE and the requirements of the Companies
Act of South Africa, as amended. The report has been prepared using accounting
policies that comply with IFRS which are consistent in all material respects with those
applied in the financial statements for the year ended 31 December 2014. The reviewed
condensed consolidated results have been prepared internally under the supervision of the
Chief Financial Officer, B van der Linde, CA(SA) CFA.

2. REVIEW CONCLUSION
The condensed consolidated financial information for the year ended 31 December 2015 has
been independently reviewed by the Group's auditor, Deloitte & Touche. The review was
conducted in accordance with ISRE 2410 "Review of Interim Financial Information performed
by the Independent Auditor of the Entity". A copy of their unmodified review conclusion is
available for inspection at the Company's registered office. Any reference to future financial
performance included in this announcement, has not been reviewed or reported on by the
Company's auditors.
The auditor's report does not necessarily cover all of the information contained in this
announcement/financial report. Shareholders are therefore advised that in order to obtain
a full understanding of the nature of the auditor's work they should obtain a copy of that
report together with the accompanying financial information from the registered office of
the Company. The directors take full responsibility for the preparation of the report and
that the financial information was accurately extracted from the underlying annual financial
statements.

3. ACCOUNTING POLICIES
The accounting policies adopted in the preparation of the condensed consolidated financial
information are consistent with those of the annual financial statements for the year ended
31 December 2014. For a full list of standards and interpretations which have been adopted,
we refer you to our 31 December 2014 annual financial statements.

4. SHARE CAPITAL
Effective 8 May 2015, 29.6 million shares were issued by way of an underwritten renounceable
rights offer at a subscription of R25.00 per rights offer share, in the ratio of 1 rights offer share
for every 11 Curro ordinary shares. On 15 October 2015, 1.7 million shares were issued to
employees through the Curro share incentive scheme.

5. BUSINESS COMBINATIONS
Effective 1 January 2015, Curro acquired the business operations and properties of an
independent school for a purchase consideration equal to its business liabilitis as at 1 January 2015. 
A bargain purchase gain of R4 million was recognised at acquisition due to the fair value of assets 
acquired of R16 million exceeding the fair value of liabilities assumed of R12 million. No contingent 
consideration has been recognised at acquisition.

6. EVENTS AFTER THE REPORTING PERIOD
Effective 1 February 2016, Curro acquired the business operations and properties of Windhoek
Gymnasium, for a consideration of R185 million. No other events have been identified. The
accounting for this transaction is still in progress.

RESULTS COMMENTARY
FINANCIAL RESULTS
Revenue increased by 38% from R1 billion in 2014 to R1.38 billion in 2015. Schools EBITDA
increased by 46% from R262 million to R382 million over the same period with EBITDA
increasing by 52% from R192 million to R292 million. The increase is attributable to the
increase in learner numbers offset by once-off head office expenses that occurred in the prior
year. Due to tougher economic circumstances, bad debts as a percentage of turnover has
increased from 0.6% in 2014 to 1% in 2015, which is in line with Curro's long-term average.

The EBITDA margin increased from 19% to 21%. Net interest expense has increased by 65%
from R55 million to R91 million as a result of a higher interest expense in the Meridian business.
Headline earnings increased by 79% from R56 million to R100 million. However, headline
earnings per share increased by 67% from 17.2 cents to 28.7 cents due to the increase in the
weighted average number of shares in issue following the rights offer in May 2015.

LEARNERS
Curro currently has 41 864 (2015: 35 970) learners in 110 (2015: 101) schools on 47
(2015: 42) campuses.

Approximately 50% of our learners attend our schools where the average school fees
range between R2 000 and R4 000 per month, with 30% in schools with average school
fees of less than R2 000 per month. The balance of learners attend schools where the average 
school fee is in excess of R4000 per month.

ACADEMIC RESULTS
Curro's "Class of 2015" Matrics produced another year of pleasing results. Of particular
significance was the increase in the overall pass rate and bachelor degree pass rate for
learners who wrote the National Senior Certificate exams.

                                     Unreviewed Unreviewed  Unreviewed Unreviewed
                                            IEB        IEB       NSC*        NSC*
                                           2014       2015       2014        2015
Number of learners                          637        724        488         707
Pass rate                                   99%        99%        90%         98%
University exemption                        82%        82%        43%         57%
Average number of A's per learner           1.1        1.1        0.7         0.6
Average > 60%                               66%        69%        29%         43%

Note:*
Meridian and Curro Academy Schools

INSTITUTE FOR HIGHER EDUCATION
In 2016, our Embury Institute for Teacher Education ("Embury"), based in KwaZulu-
Natal, will educate more than 800 full-time and 100 distance learning students. It will
also provide continuous professional development education courses to approximately
4 000 teachers.

This year will also mark the expansion of Embury's geographic footprint and academic
offerings. Embury will commence with the conversion of a new larger site in Durban
to accommodate 2 600 students, construct a new campus at Waterfall Estate (Midrand) with
a capacity of 1 400 students, as well as acquire a 800-student capacity campus in
Montana (Pretoria).

We are in the process of developing and registering a number of new courses,
diplomas and degrees which will include BSc, BCom and BA degrees. We are also
converting and registering our campus-based courses into distance learning offerings.

INVESTMENT AND EXPANSION
In 2015 Curro invested R1 billion in growth and expansion projects. The most significant
investments included:
-  R284 million in the construction of new Curro campuses at Sitari (Somerset West) and a
   high school at Hillcrest (KwaZulu-Natal), as well as three new Curro Castles (pre-schools)
   at Waterfall Estate, Bryanston and Douglasdale (all based in Gauteng).
-  R646 million invested to expand existing campuses, which included significant
   expansions at, inter alia, Waterstone College, Grantleigh, St Dominic's Academy, Curro
   Hazeldean, Curro Serengeti and Curro Bankenveld.
-  R85 million was invested as part of our land banking initiative to secure an office site
   in Rivonia (Gauteng) which will be converted into a Curro Castle and a Curro primary
   school in 2016.
Curro intends to invest up to R2 billion in 2016. R800 million is earmarked for the
construction of new campuses and R450 million for the expansion of existing campuses.
The remainder will be used for acquisitions and land banking opportunities.

ACQUISITIONS
Effective 1 February 2016, Curro acquired Windhoek Gymnasium (Namibia) with
1 700 learners.

RIGHTS OFFER
Curro plans to raise a further R1 billion in 2016 through an underwritten rights offer
to fund future growth. In terms of the rights offer, shareholders will receive the right to
acquire one additional share at R33 per share for every 11 shares held. This represents
a 26% discount to the 30-day VWAP of R44.45 at 19 February 2016. The rights offer will
take place during May 2016 and further details in respect thereof will be communicated
in due course.

DIVIDEND
No dividend has been declared for the year under review (2014: RNil).

PROSPECTS
Curro believes in the long-term potential of South Africa and remains on track to achieve its
target of 200 schools (80 campuses) by 2020.

On behalf of the board
SL Botha          CR van der Merwe
Chairperson                  Chief Executive Officer
23 February 2016

STATUTORY AND ADMINISTRATION
Directors: SL Botha** (Chairperson),ZL Combi** ,AJF Greyling (COO),HG Louw (CIO),PJ Mouton*,
SWF Muthwa**, B Petersen**, B van der Linde (CFO), CR van der Merwe (CEO)
* Non-executive ** Independent non-executive   

Registered office: 38 Oxford Street, Durbanville, 7550
Transfer secretaries: Computershare Investor Services (Pty) Ltd, 70 Marshall Street,
Johannesburg, 2001. PO Box 61051, Marshalltown, 2107
Corporate advisor and sponsor: PSG Capital (Pty) Ltd

World-class education for tomorrow's leaders

website: www.curro.co.za


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