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ALARIS HOLDINGS LIMITED - Unaudited Condensed Consolidated Results for the Six Months Ended 31 December 2016

Release Date: 06/03/2017 14:00
Code(s): ALH     PDF:  
Wrap Text
Unaudited Condensed Consolidated Results 
for the Six Months Ended 31 December 2016

Alaris Holdings Limited
Incorporated in the Republic of South Africa
(Registration number 1997/011142/06)
Share code: ALH ISIN: ZAE000201554
(“Alaris” or “the Company” or “the Group”)



UNAUDITED CONDENSED CONSOLIDATED RESULTS FOR THE SIX MONTHS ENDED 31 DECEMBER 2016

GROUP COMMENTARY

Highlights

-   Revenue from continuing operations increased by 135% from R36.1 million to R84.7million.

-   Profit after tax from continuing operations increased by 378% from R2.7 million to R12.9 million.

-   Normalised earnings from continuing operations increased by 40% from R9.3 million to R13.0 million.

-   COJOT business acquired on 1 May 2016 contributed profit after tax of R2.4 million for the six months.

-   Aucom business classified as held for sale.

WHAT WE ARE ALL ABOUT

Alaris Holdings Limited is a technology holding company listed on the JSE AltX since July 2008.

The Alaris Group consists of:

Alaris Antennas designs, manufactures and sells specialised broadband antennas as well as other related radio frequency
products. Its products are used in the communication, frequency spectrum monitoring, test and measurement, electronic
warfare and other specialised markets. Clients are located across the globe, mostly outside of South Africa (the Americas,
Europe and Asia). Its clients are system integrators, frequency spectrum regulators and players in the homeland security
space.

COJOT was founded in 1986 and is located in Espoo, Finland. The Company has 30 years of experience in the design,
development and manufacture of innovative antenna products, serving military and public safety markets globally. The
Company develops innovative broadband antennas to improve connectivity, coverage and competitiveness of radio
equipment which is deployed to save lives and protect property.

Aucom provides end–to–end turnkey solutions for radio and TV broadcasters. It designs, sells, implements and maintains
integrated broadcasting systems. It has specific expertise in digital compression platforms for Digital Terrestrial Television
(DTT), Direct to Home (DTH) and Internet Protocol Television (IPTV), signal distribution, multiscreen as well as over-the-top
(OTT) systems. It is well positioned to assist broadcasters with the migration to digital television and radio services and has
implemented several conversions to date. In accordance with the SENS announcement on 23 December 2016, the Group
is in the process of disposing of this subsidiary and therefore it is reflected as a discontinued operation. Refer to
supplementary note 3 for more information.

RESULTS OVERVIEW

The financial results for the periods include items which are not representative of the performance of the underlying
operations and are shown in the reconciliation to normalised profit after tax below.

                                                                                        Unaudited             Re-presented
                                                                                     six months ended           year ended

                                                                                 December        December             June
 R’000                                                                               2016        2015 (4)         2016 (4)

 Continuing Operations
 Profit for the period                                                             12 942           2 698            4 390
   Legal and consulting costs for acquisitions and disposals (1)                       25           2 679            4 894
   Contingent consideration asset                                                       -           3 954           22 206
 Normalised earnings after tax comprising (2)                                      12 967           9 331           31 490
   Alaris Antennas                                                                 20 845           5 967           34 032
   COJOT                                                                            2 433               -            5 193
   Corporate and consolidation (3)                                               (10 311)           3 364          (7 735)
 Weighted average number of ordinary shares in issue                          156 615 401     110 510 297      159 539 913
 Normalised earnings per ordinary share (cents) – Continuing                         8.28            8.45            19.74
 Operations

 Discontinued Operations (4)
 (Loss) / profit for the period                                                   (3 483)          (1 056)          17 101
   Legal and consulting costs for acquisitions and disposals (1)                        -                -             222
 Normalised earnings after tax comprising (3)                                     (3 483)          (1 056)          17 323
    Aucom                                                                         (2 731)            (304)          18 828
  Corporate and consolidation (4)                                                   (752)            (752)         (1 505)
 Weighted average number of ordinary shares in issue                          156 615 401      110 510 297     159 539 913
 Normalised earnings per ordinary share (cents) – Discontinued                     (2.22)           (0.96)           10.86
 Operations

(1)  Non-recurring legal, consulting and transaction fees relate to the previous potential acquisitions that did not
     materialise, finalisation of Compart sale and Aucom acquisition, recent Aucom disposal transaction and costs relating
     to the COJOT acquisition.

(2)  Normalised earnings, as determined by the Group, is calculated by adjusting profit for the reversal of the contingent
     consideration asset and legal and consulting fees for acquisitions and disposals.

(3)  Costs relating to shared services, fees associated with being a listed company, net foreign exchange gains/losses
     and costs of the incentive share options are included in this segment. Net funding costs, including the interest paid
     on the PSG preference shares are also included in the segment.

(4)  The Group is in the process of disposing its Aucom business and has classified Aucom as a discontinued operation in
     accordance with IFRS5: Non-current Assets held for sale and Discontinued Operations. Comparative numbers were
     represented to reflect the discontinued operations of Aucom.

BUSINESS OVERVIEW

The continuing operations performed well in the first half of the period resulting in robust profit growth compared to a slow
start in the comparative period.

The overall results were also negatively impacted by a net foreign exchange loss of R2.9 million compared to net gains of
R15 million in the comparitve period. Foreign currency gains and losses are treated as part of normalised earnings given
the global nature of the Group’s operations and have been consistently treated in line with the prior year. Despite this
normalised earnings from continuing operations was up 40%.

The Group’s cash postion decreased by R35.4 million to R64.2 million. A cash outflow from operating activities of R6.7
million (Dec 2015: R17.6 million inflow) relates to working capital timing. Trade and other payables relating to high value
projects invoiced close to the 30 June 2016 year end were paid in the period reported on.

Alaris Antennas

Revenue increased by 86% from R36.1 million to R67.3 million, while profit after tax (“PAT”) increased by 249% from R6.0
million to R20.8 million.

The year started off with a healthier confirmed order book, compared to last year, resulting in a better spread of workload
and therefore improving efficiency in production recoveries against invoicing and improved margins.

Alaris Antennas continued to be a leader in product innovation, adding 44 (Dec 2015: 50) new products to its portfolio in
the six months to support future top line growth.

Although the headcount remained stable at 101 compared to the June 2016 year end, the Group has employed highly
skilled staff in specialised areas to support the Company’s client-centric approach. There has been expansion in
engineering resources, finance and supply chain management. This supports our strategy to deliver high quality products
to our customers within the committed timelines.

COJOT

The integration of the COJOT business into the Group is progressing well. There are already roughly R1 million intersegment
sales generated in the Group by cross selling the products of the two underlying businesses into the customerbase of both
companies.

COJOT contributed revenue of R17.5 million and a profit after tax of R2.4 million. A significant expected order out of
Europe is delayed and we hope to see this order coming though in the second half of FY2017.

The results of COJOT were included in the full year to June 2016 for 2 months (from 1 May 2016). As mentioned in the
previous results, large orders were delivered during these two months in the prior financial year resulting in high profit
margins, which should not be seen as representative of the profitability over a longer period.

Corporate and consolidation

In addition to the shared services costs, cost of incentive share options and fees associated with being a listed company,
this segment houses the centralised treasury function, where foreign currency hedging is managed. Therefore foreign
exchange gains / losses and the interest paid on the PSG preference shares are also included in this segment.

Discontinued Operations

In line with the Group’s strategy to focus on development, manufacturing and selling of Radio Frequency (RF) products
to global niche markets, the board of directors of Alaris (“Board”) has decided to sell its Aucom subsidiary to the
management of Aucom.

The Transaction has been agreed in principle between the parties and will be subject to the fulfilment of various Conditions
Precedent as per the announcement released on SENS on 23 December 2016. In accordance with IFRS 5, the business is
disclosed as a discontinued operation and will continue to be consolidated until the effective date of the disposal
transaction.

Aucom managed to deliver healthy growth on last year’s revenue with an increase of 125% from R17.8 million to R40.1
million. Delays in the recovery of long outstanding trade receivables balances have resulted in a doubtful debt provision
of R8.9 million being raised. Management continues to focus on collecting long outstanding trade receivables balances
from the respective customers.


PROSPECTS

The Group remains focused on achieving sustainable growth (organic and acquisitive) and improving profitability in the
short term.

Alaris Antennas

The business has grown turnover and profits consistently since its establishment in 2005. Organic growth is stimulated and
achieved through understanding customers’ needs and adding new innovative products to the portfolio. Further
opportunities for growth are achieved by adding distributors, agents and new system houses as clients. We are also
diversifying territories and entering new market segments where the Company’s core competencies find application.
Management believes the business has significant potential for organic growth, as well as acquisitive growth where there
is a complimentary opportunity in markets and products.

Our products are designed locally by our team of engineers and manufactured at our premises in Centurion. This
distinguishes the business from value added resellers and makes us competitive in the global market, resulting in
approximately 80% of our revenue from exports.

Projects to improve our operational scalability are under way. This is to ensure that we remain agile and are able to adapt
to our clients’ needs as the business grows, while still delivering excellent quality on time.

Orders are obtained from around the world, supporting our strategy of global growth and diversifying our product
portfolio. The outlook for this segment remains positive as we continue to nurture new opportunities in multiple
geographies.

COJOT

COJOT is a customer intimate organisation where new product development is centered around customer needs. Sales
are generated by the company’s sales team with the help of its channel partners. By taking cognisance of our customers’
needs and adjusting our product features and operations accordingly, we stay competitive. The organisation’s efficiency
is complemented by partnerships with contract manufacturers and a professional service provider network to enable
sustainable growth.

COJOT launched a new product range called MIDAS. This product range is a set of antennas (vehicle, manpack and
handheld) which automatically adapts to the radios it is connected to. Typically, it provides improved range and better
link quality. About €0.7 million was invested into this product range over the past 6 years. Samples are currently placed
with several radio manfucturers world wide. The success of this product could significantly boost growth of the COJOT
business over time.

The Group

A significant portion of the Group’s performance is associated with long sales cycles and three to six month delivery
timeframes. In order to mitigate this, the Group continues to expand its regional and product diversity to improve its
proximity to clients, as well as meet clients’ needs.

The current focus is to finalise the Aucom disposal and ensure profitable organic growth of both Alaris Antennas and
COJOT.

Post-merger integration processes to capitalise on synergies between Alaris and COJOT, as well as cross selling
opportunities, will remain a priority in the next six months. The two businesses are complimentary and the combined
operations will allow existing customers to receive an improved service as well as an expanded product portfolio. Both
companies are strongly focused on research and development and both hold exploitable patented technologies. We
expect that the fostering of design innovation and the continued pursuit of novel technologies will be enhanced through
the sharing of ideas and talent in both organisations.

As such, the design and development of new products from the combined skill sets of the two companies will provide
more competitive features, enabling increased performance for end users.

International expansion is an important part of the Group’s global strategy and management will remain on the lookout
for further opportunities to increase the global footprint.


CONDENSED CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME

                                                                              Unaudited six months ended     Re-presented
                                                                                                               year ended
                                                                                December        December             June
 R’000                                                                              2016        2015 (2)         2016 (2)
 Continuing Operations
 Revenue                                                                          84 723          36 126          132 116
 Cost of sales                                                                  (22 457)        (11 551)         (35 057)
 Gross profit                                                                     62 266          24 575           97 059
 Other income                                                                        130          11 754           14 628
 Operating expenses                                                             (41 387)        (23 696)         (67 396)
 Trading operating profit (1)                                                     21 009          12 633           44 291
 Finance income                                                                      307             575              836
 Contingent consideration asset adjustment                                             -         (3 954)         (22 206)
 Finance costs                                                                   (2 516)         (2 329)          (4 953)
 Profit before taxation                                                           18 800           6 925           17 968
 Taxation                                                                        (5 858)         (4 227)         (13 578)
 Profit from continuing operations                                                12 942           2 698            4 390

 Discontinued Operations (2)
 Revenue                                                                          40 075          17 769          116 383
 Cost of sales                                                                  (25 792)        (11 510)         (76 338)
 Gross profit                                                                     14 283           6 259           40 045
 Other income                                                                         62           3 571            3 503
 Operating expenses                                                             (19 480)        (11 661)         (20 282)
 Trading operating (loss) / profit                                               (5 135)         (1 831)           23 266
 Finance income                                                                      307             361              696
 Finance costs                                                                      (11)            (12)            (258)
 (Loss) / profit before taxation                                                 (4 839)         (1 482)           23 704
 Taxation                                                                          1 356             426          (6 603)
 (Loss) / profit from discontinued operations                                    (3 483)         (1 056)           17 101

 Profit for the period                                                             9 459           1 642           21 491
 Other comprehensive income net of tax:
 Items that may be reclassified subsequently to profit or loss:
      -   Foreign currency translation reserve                                   (5 886)               -            (299)
 Total comprehensive income                                                        3 573           1 642           21 192

(1)  Trading operating profit comprises sale of goods, rendering of services and directly attributable costs, but excludes
     investment income, fair value adjustments, impairment of goodwill and finance costs.

(2)  Aucom was classified as a discontinued operation and comparative numbers have been represented accordingly.
     Refer to supplementary note 3.

                                                                       Unaudited six months    Re-presented
                                                                                      ended      year ended
                                                                     December      December            June
 R’000                                                                   2016          2015            2016
 Weighted average number of ordinary shares in issue              156 615 401   110 510 297     159 539 913
 Weighted average number of diluted ordinary shares in issue      177 110 357   156 489 936     179 939 913
 Basic- and headline earnings per ordinary share (cents)
 Continuing operations                                                   8.26          1.69            2.75
 Discontinued operations                                               (2.22)        (0.66)           10.72
 Total                                                                   6.04          1.03           13.47
 Diluted- and headline earnings per ordinary share (cents)
 Continuing operations                                                   8.72          3.21            5.09
 Discontinued operations                                               (1.97)          1.84            9.50
 Total                                                                   6.75          5.05           14.59
 Normalised earnings per ordinary share (cents)
 Continuing operations                                                   8.28          8.45           19.74
 Discontinued operations                                               (2.22)        (0.96)           10.86
 Total                                                                   6.06          7.49           30.60

CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION
                                                                     Unaudited six months ended     Re-presented
                                                                                                      year ended
                                                                         December      December             June
 R’000                                                                       2016          2015             2016
 Assets
 Non-Current Assets
 Plant and equipment                                                        5 710         6 956            7 904
 Goodwill                                                                  24 150        22 115           47 101
 Intangible assets                                                         12 193        11 465           17 486
 Deferred tax assets                                                        3 495         7 468            5 420
                                                                           45 548        48 004           77 911
 Current Assets
 Inventories                                                               13 749        14 030           18 040
 Other financial assets                                                         -         8 955            6 969
 Current tax receivable                                                       272           179            1 617
 Assets classified as held-for-sale (1)                                    71 755             -                -
 Contingent consideration asset                                                 -        18 251                -
 Trade and other receivables                                               38 231        51 176           78 819
 Cash and cash equivalents                                                 64 215        99 582           94 481
                                                                          188 222       192 173          199 926
 Total Assets                                                             233 770       240 177          277 837
 Equity and Liabilities
 Equity
 Equity attributable to owners of the Company
 Share capital and preference shares                                          897           897              897
 Share premium                                                            222 051       229 226          226 369
 Share-based payment reserve                                                3 599         1 379            2 430
 Foreign currency translation reserve (“FCTR”)                            (6 185)             -            (299)
 Accumulated loss                                                        (86 292)     (115 600)         (95 751)
 Total equity                                                             134 070       115 902          133 646

 Liabilities
 Non-Current Liabilities
 Preference share liability                                                     -        50 111           50 111
 Loans and borrowings                                                           -             -              581
 Other financial liabilities                                                    -             -                -
 Deferred tax liabilities                                                   1 126         1 853            2 941
                                                                            1 126        51 964           53 633
 Current Liabilities
 Preference share liability                                                50 111             -                -
 Loans and borrowings                                                         166           843              153
 Trade and other payables                                                  18 076        58 036           81 348
 Current tax payable                                                        2 039         5 974            3 264
 Provisions                                                                 2 478         3 985            3 576
 Other financial liabilities                                                    -         3 473            2 217
 Liabilities classified as held-for-sale (1)                               25 704             -                -
                                                                           98 574        72 311           90 558
 Total Liabilities                                                         99 700       124 275          144 191
 Total Equity and Liabilities                                             233 770       240 177          277 837
 Number of ordinary shares legally in issue, less treasury shares     156 116 771   159 825 752      158 116 771
 Net asset value per ordinary share (cents) (2)                             85.88         72.52            84.52
 Net tangible asset value per ordinary share (cents) (2)                    46.95         40.09            43.68

(1)  Refer to supplementary note 3.

(2)  Net asset value is calculated by dividing total equity by the number of ordinary shares in issue, being the number of
     shares legally in issue less treasury shares. Net tangible asset value is calculated by dividing total equity less contingent
     consideration asset less goodwill and intangible assets by the number of ordinary shares legally in issue less treasury
     shares.


CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
                                                                     Unaudited six months ended    Re-presented
                                                                                                     year ended
                                                                         December      December            June
 R’000                                                                       2016          2015            2016

 Profit before taxation                                                    13 961         5 443          41 672
 Adjusted for non-cash items                                                1 666       (4 205)          36 240
 Working capital changes                                                 (22 339)        16 362           2 698
 Cash (utilised in) / generated from operations                           (6 712)        17 600          80 610
 Net finance cost                                                         (1 913)       (1 405)         (3 679)
 Taxation paid                                                            (6 288)       (3 696)        (22 754)
 Net cash (used in) / from operating activities                          (14 913)        12 499          54 177
 Net cash used in investing activities                                    (7 367)       (3 114)        (35 819)
 Net cash from financing activities                                            67           756             638
 Net (decrease) / increase in cash and cash equivalents for the          (22 213)        10 141          18 996
 period
 Cash classified as held-for-sale (1)                                     (8 029)             -               -
 Cash and cash equivalents at the beginning of the year                    94 481        74 386          74 386
 Effect of exchange rate movement on cash balances                           (24)        15 055           1 099
 Total cash and cash equivalents at end of the period                      64 215        99 582          94 481

(1)  Refer to supplementary note 3.


CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

                                                       Share                  Share
                                                 capital and                  based               Accumu
                                                  preference       Share    payment               -lated       Total
 R’000                                                shares     premium    reserve      FCTR       loss      equity
 Six months ended
 Balance at 1 July 2016                                  897     226 369      2 430     (299)    (95 751)    133 646
 Total comprehensive income for the period                 -           -          -   (5 886)       9 459      3 573
 - Profit for the period                                   -           -          -                 9 459      9 459
 - Foreign currency transaltion reserve net of
 taxation                                                  -           -          -   (5 886)           -    (5 886)
 Share based payment charge for existing
 options                                                   -           -      1 169         -           -      1 169
 Movement in treasury shares                               *     (4 318)          -         -           -    (4 318)
 Balance at 31 December 2016                             897     222 051      3 599   (6 185)    (86 292)    134 070


 Balance at 1 July 2015                                  897     231 265        406         -   (117 242)    115 326
 Total comprehensive income for the period                 -           -          -         -       1 642      1 642
 Shares repurchased Poynting Empowerment
 Trust                                                     -       (964)          -         -           -      (964)
 Share based payment charge for existing
 options                                                   -           -        973         -           -        973
 Movement in treasury shares                               *     (1 075)          -         -           -    (1 075)
 Balance at 31 December 2015                             897     229 226      1 379         -   (115 600)    115 902


 Year ended
 Balance at 1 July 2015                                  897     231 265        406         -   (117 242)    115 326
 Total comprehensive income for the year                   -           -          -     (299)      21 491     21 192
 - Profit for the year                                     -           -          -         -      21 491     21 491
 - Foreign currency translation reservenet of
 taxation                                                  -           -          -     (299)           -      (299)
 Share based payment charge for existing
 options                                                   -           -      2 024         -           -      2 024
 Shares repurchased Poynting Empowerment
 Trust                                                     -       (904)          -         -           -      (904)
 Movement in treasury shares                               *     (3 992)          -         -           -    (3 992)
 Balance at 30 June 2016                                 897     226 369      2 430     (299)    (95 751)    133 646

* Nominal amount – amount smaller than R1 000.

SEGMENTAL ANALYSIS
                                                                                  Unaudited six months          
                                                                                                 ended    Re-presented
                                                                                                            year ended
 R’000                                                                        December        December            June
                                                                                2016          2015 (3)        2016 (3)
 Continuing Operations
 Segmental revenue
 Alaris Antennas                                                                 67 269         36 125         117 294
 - Total revenue                                                                 67 717         36 125         117 294
 - Inter-segmental                                                                 (448)             -               -
 COJOT (1)                                                                       17 454              -          14 822
 - Total revenue                                                                 18 172              -          14 822
 - Inter-segmental                                                                 (718)             -               -
                                                                                 84 723         36 125         132 116
 Operating earnings before interest, tax, depreciation and amortisation (2)


 Alaris Antennas                                                                  30 335        10 762          51 852
 COJOT (1)                                                                         2 927             -           6 822
 Corporate and consolidation                                                    (10 142)         5 001         (9 058)
                                                                                  23 120        15 763          49 616
 Profit / (loss) for the period
 Alaris Antennas                                                                  20 845         5 967          33 910
 COJOT (1)                                                                         2 433             -           5 193
 Corporate and consolidation                                                    (10 336)       (3 269)        (34 713)
                                                                                  12 942         2 698           4 390
 Normalised earnings after tax for the period
 Alaris Antennas                                                                  20 845         5 967          34 032
 COJOT (1)                                                                         2 433             -           5 193
 Corporate and consolidation                                                    (10 311)         3 364         (7 735)
                                                                                  12 967         9 331          31 490
 Discontinued Operations (3)
 Segmental revenue
 Aucom                                                                            40 075        17 770         116 383


 Operating earnings before interest, tax, depreciation and amortisation (2)
 Aucom                                                                           (3 843)         (638)          25 733


 Profit / (loss) for the period
 Aucom                                                                           (2 731)         (304)          18 606
 Corporate and consolidation (3)                                                   (752)         (752)         (1 505)
                                                                                 (3 483)       (1 056)          17 101
 Normalised earnings after tax for the period
 Aucom                                                                           (2 731)         (304)          18 828
 Corporate and consolidation (3)                                                   (752)         (752)         (1 505)
                                                                                 (3 483)       (1 056)          17 323
 Segment assets
 Alaris Antennas                                                                  73 310        69 550          74 550
 COJOT                                                                            17 203             -          48 764
 Corporate and consolidation                                                      71 502        66 226          39 981
 Aucom (Discontinued operation assets held for sale) (3)                          72 674       104 401         114 542
                                                                                 234 689       240 177         277 837
 Segment liabilities  
 Alaris Antennas                                                                (17 225)      (51 513)        (33 590)
 COJOT                                                                           (8 160)             -        (13 099)
 Corporate and consolidation                                                    (48 612)      (18 219)        (45 493)
 Aucom (Discontinued operations liabilities held for sale) (3)                  (26 623)      (54 543)        (52 009)
                                                                               (100 620)     (124 275)       (144 191)

(1)  COJOT was consolidated into Group results from 1 May 2016 in the June 2016 financial year.

(2)  Operating EBITDA is trading operating profit per Condensed Consolidated Statement of Profit or Loss and Other
     Comprehensive Income excluding depreciation and amortisation:

                                                                                  Unaudited six months             Re-
                                                                                                 ended       presented
                                                                                                            year ended
 R’000                                                                          December      December            June
                                                                                    2016      2015 (3)        2016 (3)
 Continuing Operations
 Trading operating profit                                                         21 009        12 633          44 291
 Depreciation and amortisation                                                     2 111         3 130           5 325
 Operating earnings before interest, tax, depreciation and amortisation           23 120        15 763          49 616
 Discontinued Operations 3
 Trading operating profit                                                        (5 135)       (1 831)          23 266
 Depreciation and amortisation                                                     1 292         1 193           2 467
 Operating earnings before interest, tax, depreciation and amortisation          (3 843)         (638)          25 733

(3)  Aucom was classified as a discontinued operation and comparative numbers have been re-presented accordingly.
     Refer to supplementary note 3.

SUPPLEMENTARY NOTES
TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
For the six months ended 31 December 2016

1.   RECONCILIATION OF PROFIT TO HEADLINE EARNINGS

                                                Total Operations                          Continuing Operations
                                     Unaudited six months    Re-presented        Unaudited six months           Re-
                                            ended              year ended               ended             presented
                                                                                                               Year
                                                                                                              ended
                                   December      December       June 2016      December      December     June 2016
 R’000                                 2016          2015                          2016          2015
 Profit from operations for           9 459         1 642          21 491        12 492         2 698         4 390
 the period
 Earnings attributable to                 -         (509)               -             -         (836)             -
 shares subject to recall
 Headline earnings                    9 459         1 133          21 491        12 942         1 862         4 390
 attributable to ordinary
 shareholders


2.   FINANCIAL INSTRUMENTS CARRIED AT FAIR VALUE

The fair value of a financial instrument is the price that would be received for the sale of an asset or paid for the transfer
of a liability in an orderly transaction between market participants at the measurement date.

The existence of published price quotations in an active market is the best evidence of fair value and, where they exist,
they are used to measure the financial asset or financial liability. A market is considered to be active if transactions occur
with sufficient volume and frequency to provide pricing information on an ongoing basis. Financial instruments fair valued
using quoted prices would generally be classified as level 1 in terms of the fair-value hierarchy.

The carrying values of other financial assets and liabilities, trade and other receivables, payables, loans and borrowings
approximate their fair value. The Group measures currency futures at fair value using inputs as described in level 1 of the
fair value hierarchy.


3.   ASSETS AND LIABILITIES CLASSIFIED AS HELD FOR SALE AND DISCONTINUED OPERATIONS

We refer to the announcement released on SENS on 23 December 2016. In line with the strategy to focus on development,
manufacturing and selling of RF products to global niche markets, the Board has decided to sell its Aucom subsidiary.

Terms have been agreed between Alaris and the management team of the Company’s subsidiary, Aucom (“Aucom
Management”), for the sale by Alaris to Aucom Management of the Company’s entire 100% shareholding in Aucom, in
exchange for 30 000 000 Alaris shares held by Aucom Management at a consideration of R2.00 per share (“Disposal and
Repurchase”). In addition, the Company will repurchase a further 10 000 000 Alaris shares from Aucom Management at
a consideration of R2.00 per share (“Specific Repurchase”).

The Disposal and Repurchase and the Specific Repurchase (collectively, the “Transaction”) are subject to the fulfilment
of various conditions precedent. Management expects this deal to be concluded by 30 April 2017.

As a result of the above decision, this business has been classified as a discontinued operation. The relevant requirements
of IFRS5 have been met for this classification.

The Aucom business was not previously classified as held-for-sale or as a discontinued operation. The comparative
Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income and Segmental Analysis have
been re-presented to show the impact of the discontinued operation and its related assets and liabilities separately from
continuing operations.

 Identifiable assets and liabilities held-for-sale consist of:                                       Unaudited six
                                                                                                      months ended
 R’000                                                                                               December 2016
 Assets classified as held-for-sale                                                                         71 755
 Plant and equipment                                                                                         1 647
 Intangible assets                                                                                           4 529
 Goodwill                                                                                                   19 908
 Current tax receivable                                                                                      1 763
 Deferred tax asset                                                                                          3 922
 Inventories                                                                                                 7 054
 Trade and other receivables                                                                                24 903
 Cash and cash equivalents                                                                                   8 029
 Liabilities classified as held-for-sale                                                                  (25 704)
 Deferred tax liability                                                                                    (1 268)
 Loans and borrowings                                                                                        (635)
 Trade and other payables                                                                                 (23 259)
 Provisions                                                                                                  (542)

 Total identifiable net assets                                                                              46 051


                                                                  Unaudited six months ended     Re-presented year
                                                                                                             ended
 Cash flows used in discontinued operation:                   December 2016        December 2015         June 2016
 Net cash generated from operating activities                         1 317               12 799            16 283
 Net cash utilised in investing activities                            (240)              (1 206)           (1 499)
 Net cash generated from financing activities                            79                  649                 -
 Net cash inflow for the period                                       1 156               12 242            14 784


4. STATEMENT OF COMPLIANCE

Alaris Holdings Limited is a South African registered company. These condensed consolidated interim financial statements
comprise of the Company and its subsidiaries.

The condensed consolidated interim financial statements for the six months ended 31 December 2016 are prepared in
accordance with the International Financial Reporting Standard (“IFRS”), IAS 34 Interim Financial Reporting, the SAICA
Financial Reporting Guides as issued by the Accounting Practices Committee and Financial Pronouncements as issued
by Financial Reporting Standards Council and the requirements of the Companies Act of South Africa. The accounting
policies applied in the preparation of these interim financial statements are in terms of International Financial Reporting
Standards and are consistent with those applied in the previous annual financial statements.

BASIS OF PREPARATION
The accounting policies applied in the preparation of the condensed consolidated interim financial statements are in
terms of IFRS5 and are consistent with those accounting policies applied in the preparation of the previous consolidated
annual financial statements.

The condensed consolidated interim results have been presented on the historical cost basis except for the contingent
consideration asset and currency futures, which are fair valued. These results are presented in Rand, rounded to the
nearest thousand, which is the functional currency of Alaris and the Group presentation currency. These condensed
consolidated interim results incorporate the financial statements of the Company, its subsidiaries and entities that, in
substance, are controlled by the Group. Results of subsidiaries are included from the effective date of acquisition up to
the effective date of disposal. All significant transactions and balances between Group entities are eliminated on
consolidation.

The condensed consolidated interim financial statements were prepared under the supervision of the Group Financial
Director, Gisela Heyman CA(SA).

5.   SUBSEQUENT EVENTS

Other than mentioned in this report, there were no material subsequent events that required disclosure.

6.   GOING CONCERN

The directors have made an assessment of the ability of the Group and its subsidiaries to continue as going concerns and
have no reason to believe that the businesses will not be going concerns in the year ahead.

7.   DIRECTORATE

Mr H. Weilert was appointed as an independent non-executive director of the Board on 17 February 2017.

By order of the Board



Jürgen Dresel                                        Gisela Heyman
Group Chief Executive Officer                        Group Financial Director

6 March 2017
Johannesburg


ALARIS HOLDINGS LIMITED
(incorporated in the Republic of South Africa)
www.alarisholdings.co.za

Directors
Coen Bester*^ (Chairman), Nico de Waal^, Jürgen Dresel# (CEO), Villiers Joubert, Richard Willis*^, Heinz Weilert*^,
Andries Mellet^@, Gisela Heyman (Financial Director)
*Independent ^Non-executive #German @Alternate

Business address and registered office
1 Travertine Avenue, N1 Business Park, Old Johannesburg Road, Centurion, 0157
(Private Bag X4, The Reeds, Pretoria, 0166)

Designated Adviser
Merchantec Capital
Registration Number 2008/027362/07
2nd Floor, North Block, Hyde Park Office Tower, Corner 6th Rd and Jan Smuts Ave, Hyde Park, 2196
(PO Box 41480, Craighall, 2024)

Company Secretary
Merchantec Proprietary Limited

Transfer Secretaries
Computershare Investor Services Proprietary Limited
Registration Number 2004/003647/07
Ground Floor, 70 Marshall Street, Johannesburg, 2001
(PO Box 61051, Marshalltown, 2107)

Auditors
KPMG Inc.

Bankers
Standard Bank

PRINCIPAL SUBSIDIARIES

Alaris Antennas Proprietary Limited
Registration Number 2013/048197/07

Alaris Antennas Division
Managing Director: Jürgen Dresel
1 Travertine Avenue, N1 Business Park, Old Johannesburg Road, Centurion, 0157
Tel +27 (0)11 034 5300

COJOT Oy
Registration Number 0620465-3

COJOT Division
Managing Director: Samu Lentonen
PL 59, 02271 Espoo, Finland
Tel +358 (0) 9 452 2334

African Union Communications Proprietary Limited
Registration Number 1999/000409/07

Aucom Division
Managing Director: Villiers Joubert
394 Cliff Avenue, Waterkloof Ridge X2, Pretoria
Tel +27 (0)12 001 8670

Date: 06/03/2017 02:00:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
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