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WORKFORCE HOLDINGS LIMITED - Audited Summarised Consolidated Results for the Year Ended 31 December 2016

Release Date: 23/03/2017 07:10
Code(s): WKF     PDF:  
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Audited Summarised Consolidated Results for the Year Ended 31 December 2016

Workforce Holdings Limited
(Incorporated in the Republic of South Africa)
(Registration number 2006/018145/06)
(JSE Share Code: WKF ISIN: ZAE000087847)
("Workforce" or "the group" or "the company")

Audited summarised consolidated results
for the year ended 31 December 2016

Highlights
- Revenue increased by 29.4% to R2,52 billion
- EBITDA increased by 29.4% to R137,9 million
- Headline earnings per share increased by 20.1% to 40,0 cents
- Net asset value per share increased by 24.2% to R1,95
- Cash flow from operating activities improved to R69,2 million (2015: R22,5 million)
- Cash and cash equivalents available of R75,1 million at 31 December 2016 (2015: R13 million)
- Net interest-bearing debt to total assets has improved to 27% (2015: 36%)

Summarised consolidated statement of financial position
as at 31 December 2016

                                                                                2016           2015
                                                                 Notes         R'000          R'000
Assets
Non-current assets                                                           199 060        152 097
Property, plant and equipment                                        6        18 015         15 176
Goodwill                                                                     102 287         62 501
Intangible assets                                                    7        39 130         32 911
Deferred tax assets                                                           36 919         38 576
Other financial assets                                                         2 709          2 933
Current assets                                                               688 090        535 410
Trade and other receivables                                                  610 219        517 788
Inventories                                                                    2 742          4 111
Taxation                                                                           -            447
Cash and cash equivalents                                            8        75 129         13 064
Total assets                                                                 887 150        687 507
Equity and liabilities
Equity                                                                       446 768        354 247
Equity attributable to owners of the parent                                  446 491        354 275
Share capital and premium                                                    241 867        241 867
Treasury shares                                                               (9 330)        (9 488)
Available-for-sale reserve                                                       462            686
Equity-settled employee benefits reserve                                       2 337          1 659
Reverse acquisition reserve                                                        -       (125 499)
Retained earnings                                                            211 155        245 050
Non-controlling interests                                                        277            (28)
Non-current liabilities                                                       40 349         34 791
Financial liabilities                                                         30 840         24 076
Deferred tax liabilities                                                       9 509         10 715
Current liabilities                                                          400 033        298 469
Trade and other payables                                                     115 231         88 480
Financial liabilities                                                        283 857        209 989
Taxation                                                                         945              -
Total equity and liabilities                                                 887 150        687 507

Summarised consolidated statement of comprehensive income
for the year ended 31 December 2016

                                                                                          Increase/
                                                                  2016          2015      (decrease)
                                                    Notes        R'000         R'000              %
Revenue                                                      2 523 405     1 949 771           29.4
Cost of sales                                               (1 924 425)   (1 494 934)          28.7
Gross profit                                                   598 980       454 837           31.7
Other income                                                       720         1 700          (57.6)
Operating costs                                               (461 810)     (349 951)          32.0
Earnings before interest, taxation, depreciation
and amortisation ("EBITDA")                                    137 890       106 586           29.4
Depreciation and amortisation of
non-financial assets                                           (17 476)      (12 910)          35.4
Operating profit                                               120 414        93 676           28.5
Finance income                                                     711           297          139.4
Finance costs                                                  (29 957)      (17 250)          73.7
Profit before taxation                                          91 168        76 723           18.8
Taxation                                                           735           758           (3.0)
Profit for the year                                             91 903        77 481           18.6
Other comprehensive income for the year,
net of tax:                                                       (224)          917
Fair value gain on available-for-sale
financial assets
to be reclassified subsequent to profit or loss                   (224)          917
Total comprehensive income for the year                         91 679        78 398           18.1
Profit for the year attributable to:
Owners of the parent                                            91 604        76 785
Non-controlling interests                                          299           696
                                                                91 903        77 481           18.6
Total comprehensive income attributable to:
Owners of the parent                                            91 380        77 702
Non-controlling interests                                          299           696
                                                                91 679        78 398           16.9
Earnings per share (cents per share)
Basic earnings per share                                 9        40,1          34,1           17.6
Diluted earnings per share                               9        38,1          32,5           17.2
Headline earnings per share                              9        40,0          33,3           20,1

Summarised consolidated statement of changes in equity
for the year ended 31 December 2016

                                                    Attributable to owners of the parent


                                                                                              Equity-
                                                 Share                                        settled
                                               capital                         Available-    employee
                                                   and         Treasury          for-sale    benefits
                                               premium           shares           reserve     reserve
                                                 R'000            R'000             R'000       R'000
Balance at 1 January 2015                      236 867           (7 616)             (231)        898
Payment of dividends                                 -                -                 -           -
Recognition of share-based payments                  -                -                 -         761
Buy-back of shares                                   -           (1 872)                -           -
Issue of ordinary shares arising on the
acquisition of a business                        5 000                -                 -           -
Total comprehensive income for the year              -                -               917           -
Balance at 1 January 2016                      241 867           (9 488)              686       1 659
Payment of dividends                                 -                -                 -           -
Recognition of share-based payments                  -                -                 -       1 536
Buy-back of shares                                   -           (1 714)                -           -
Issue of ordinary shares under employee
share option plan                                    -            1 872                 -        (858)
Additional non-controlling interest
arising on business combination                      -                -                 -           -
Transfer of reverse acquisition reserve
to retained earnings                                 -                -                 -           -
Total comprehensive income for the year              -                -              (224)          -
Balance at 31 December 2016                    241 867           (9 330)              462       2 337


                                                         Attributable to owners of the parent


                                                                 Reverse
                                                             acquisition         Retained
                                                                 reserve         earnings       Total
                                                                   R'000            R'000       R'000
Balance at 1 January 2015                                       (125 499)         168 265     272 684
Payment of dividends                                                   -                -           -
Recognition of share-based payments                                    -                -         761
Buy-back of shares                                                     -                -      (1 872)
Issue of ordinary shares arising on the
acquisition of a business                                              -                -       5 000
Total comprehensive income for the year                                -           76 785      77 702
Balance at 1 January 2016                                       (125 499)         245 050     354 275
Payment of dividends                                                   -                -           -
Recognition of share-based payments                                    -                -       2 536
Buy-back of shares                                                     -                -      (1 714)
Issue of ordinary shares under employee
share option plan                                                         -             -       1 014
Additional non-controlling interest
arising on business combination                                           -             -           -
Transfer of reverse acquisition reserve
to retained earnings                                             125 499         (125 499)          -
Total comprehensive income for the year                                -           91 604      91 380
Balance at 31 December 2016                                            -          211 155     447 491

                                                                                     Non-
                                                                              controlling       Total
                                                                                interests      equity
                                                                                    R'000       R'000
Balance at 1 January 2015                                                            (371)    272 313
Payment of dividends                                                                 (353)       (353)
Recognition of share-based payments                                                     -         761
Buy-back of shares                                                                      -      (1 872)
Issue of ordinary shares arising on the
acquisition of a business                                                               -       5 000
Total comprehensive income for the year                                               696      78 398
Balance at 1 January 2016                                                             (28)    354 247
Payment of dividends                                                                 (417)       (417)
Recognition of share-based payments                                                     -       2 536
Buy-back of shares                                                                      -      (1 714)
Issue of ordinary shares under employee
share option plan                                                                       -       1 014
Additional non-controlling interest arising
on business combination                                                             423           423
Transfer of reverse acquisition reserve to
retained earnings                                                                       -           -
Total comprehensive income for the year                                               299      91 679
Balance at 31 December 2016                                                           277     447 768

Summarised consolidated statement of cash flows
for the year ended 31 December 2016

                                                                                     2016        2015
                                                                        Notes       R'000       R'000
Cash generated from operations before net working
capital changes                                                                   109 763      88 638
Cash generated from operations                                           10.1     136 989     104 899
Finance income                                                                        711         297
Finance costs                                                                     (26 493)    (17 250)
Taxation paid                                                            10.2      (1 444)        692
Increase in net working capital                                          10.3     (40 551)    (66 067)
Cash flows from operating activities                                               69 212      22 571
Cash flows from investing activities                                              (55 992)    (26 098)
Property, plant and equipment acquired - maintaining
operations                                                                  6      (7 170)     (6 929)
Proceeds on disposal of property, plant and equipment                                 791       1 562
Dividend income                                                                       720       1 700
Intangible assets acquired - maintaining operations                         7      (8 452)     (7 791)
Net cash flow on acquisition of business combinations                    10.4     (41 881)    (14 640)
Cash flows from financing activities                                               48 845       6 271
Increase of borrowings                                                             51 834       8 496
Payment for buy-back of shares                                                     (1 714)     (1 872)
Cash-settled share-based payments                                                    (858)          -
Dividends paid                                                                       (417)       (353)
Net change in cash and cash equivalents                                            62 065       2 744
Cash and cash equivalents at the beginning of the year                             13 064      10 320
Cash and cash equivalents at the end of the year                         10.5      75 129      13 064

Notes to the summarised consolidated results
for the year ended 31 December 2016

1.   Nature of operations and general information
     Workforce Holdings and its group of companies is a leading, trusted provider of employment,
     training, healthcare wellness, financial services and lifestyle services and benefits to
     individuals and their employers. Our human capital solutions include: temporary employment
     services, permanent placement recruitment, training and skills development, healthcare and
     wellness, disability solutions, financial and lifestyle services and business
     process outsourcing.

2.   Basis of preparation and significant accounting policies
     This report is extracted from audited information, but is not itself audited. The board of
     directors of Workforce ("the board") takes full responsibility for the preparation of this
     report and that the financial information has been correctly extracted from the underlying
     annual financial statements. The audited underlying group financial statements are available
     for inspection at the company's registered office. The summarised consolidated results have
     been prepared in accordance with the Listings Requirements of the JSE Limited, International
     Accounting Standard (IAS) 34, SAICA Financial Reporting Guides and the South African
     Companies Act, No 71 of 2008, as well as the SAICA Financial Reporting Pronouncements as
     issued by the Financial Reporting Standards Council.

     The summarised consolidated results for the year ended 31 December 2016
     were compiled under the supervision of W van Wyk, the group financial director. The
     summarised consolidated results have been prepared in accordance with International
     Financial Reporting Standards ("IFRS") and have been applied consistently with
     the accounting policies applied in the annual financial statements for the year ended
     31 December 2016.

3.   Audit opinion
     The summarised consolidated results for the year ended 31 December 2016 have been audited
     by the group's auditors, Horwath Leveton Boner, and their unqualified audit report is
     available for inspection at the registered office of the group.

4.   Posting of integrated annual report
     The integrated annual report for the year ended 31 December 2016 will be despatched to
     shareholders on 31 March 2017.

5.   Events after reporting date
     Effective 1 January 2017, KBC Holdings Proprietary Limited and 1 February 2017 Oxyon Human
     Capital Solutions Proprietary Limited were acquired by Workforce Holdings Limited for
     maximum contingent considerations of R47 million and R9 million respectively, and effective
     1 March 2017, Day-Click Limited was acquired by Workforce Holdings Limited for a
     consideration of R484 000.

                                                  Accum-                              Accum-
                                                  ulated                              ulated
                                                 deprec-    Carrying                  depre-     Carrying
                                       Cost       iation       value      Cost        iation        value
                                       2016         2016        2016      2015          2015         2015
                                      R'000        R'000       R'000     R'000         R'000        R'000
6.   Property, plant and equipment
     Motor vehicles                   9   218    (5 525)       3 693     8   296     (4 903)        3 393
     Computer equipment              24   805   (20 665)       4 140    20   259    (17 735)        2 524
     Industrial equipment             5   522    (3 650)       1 872     4   674     (2 648)        2 026
     Office equipment                15   261   (12 434)       2 827    12   322    (10 961)        1 361
     Leasehold improvements           1   268    (1 138)         130     1   242     (1 059)          183
     Training manuals                 9   854    (7 201)       2 653     9   677     (6 688)        2 989
     Land and buildings               2   700         -        2 700     2   700          -         2 700
                                     68   628   (50 613)      18 015    59   170    (43 994)       15 176

     The carrying value of property, plant and equipment can be reconciled as follows:

                                                               Motor          Computer         Industrial
                                                            vehicles         equipment          equipment
                                                               R'000             R'000              R'000
     Carrying value at 1 January 2015                          2 105             1 865                463
     Additions                                                 1 668             2 251              1 975
     Disposals                                                  (570)             (225)                 -
     Acquired through business combinations                    1 212                35                  -
     Depreciation                                             (1 022)           (1 402)              (412)
     Carrying value at 31 December 2015                        3 393             2 524              2 026
     Additions                                                   984             3 345                445
     Disposals                                                  (637)              (23)               (16)
     Acquired through business combinations                    1 259                43                 53
     Depreciation                                             (1 306)           (1 749)              (636)
     Carrying value at 31 December 2016                        3 693             4 140              1 872

                                                                             Leasehold
                                                              Office          improve-           Training
                                                           equipment             ments            manuals
                                                               R'000             R'000              R'000
     Carrying value at 1 January 2015                          1 263               227              1 129
     Additions                                                   916                78                 41
     Disposals                                                   (14)                -                  -
     Acquired through business combinations                       33                 -              3 030
     Depreciation                                               (837)             (122)            (1 211)
     Carrying value at 31 December 2015                        1 361               183              2 989
     Additions                                                 2 193                25                178
     Disposals                                                     -                 -                  -
     Acquired through business combinations                       62                 -                  -
     Depreciation                                               (789)              (78)              (514)
     Carrying value at 31 December 2016                        2 827               130              2 653

                                                                              Land and
                                                                             buildings              Total
                                                                                 R'000              R'000
     Carrying value at 1 January 2015                                                -              7 052
     Additions                                                                       -              6 929
     Disposals                                                                       -               (809)
     Acquired through business combinations                                      2 700              7 010
     Depreciation                                                                    -             (5 006)
     Carrying value at 31 December 2015                                          2 700             15 176
     Additions                                                                                      7 170
     Disposals                                                                       -               (676)
     Acquired through business combinations                                          -              1 417
     Depreciation                                                                    -             (5 072)
     Carrying value at 31 December 2016                                          2 700             18 015

     All depreciation charges are included in "Depreciation and amortisation of non-financial
     assets" in the statement of comprehensive income. No property, plant and equipment has
     been impaired during the year (2015: Nil).

     The net book value of motor vehicles held under instalment credit agreements at
     31 December 2016 amounted to R1 460 340 (2015: R2 152 341). Motor vehicles acquired under
     instalment credit agreements amounted to R728 139 (2015: R1 147 227).
     The Quyn Group was acquired on 1 February 2016, in order to give Workforce an increased
     presence in the provision of outsourced technical skills. Property, plant and equipment to
     the value of R1 389 000 was acquired as part of the business combination.

     Gcubed was acquired on 1 May 2016 in order to increase Workforce's skills base and to
     enhance its permanent placement and executive search capability. Property, plant and
     equipment to the value of R28 000 was acquired as part of the business combination.

     The group has no further contractual commitments to acquire property, plant and equipment
     at reporting date.

                                                Accumu-                            Accumu-
                                                  lated                              lated
                                                deprec-    Carrying                deprec-     Carrying
                                       Cost      iation       value      Cost       iation        value
                                       2016        2016        2016      2015         2015         2015
                                      R'000       R'000       R'000     R'000        R'000        R'000
7.   Intangible assets
     Computer software               51   162   (35 407)     15 755    45 711      (29 156)      16 555
     Brands                           3   209    (2 453)        756     3 209       (1 409)       1 800
     Client relationships            19   510    (5 443)     14 067     9 330         (252)       9 078
     Work in progress                 8   552         -       8 552     5 478            -        5 478
                                     82   433   (43 303)     39 130     63 728     (30 817)      32 911

     The carrying amounts of intangible assets can be reconciled as follows:

                                                                                                 Client
                                                           Computer                           relation-
                                                           software             Brands            ships
                                                              R'000              R'000            R'000
     Carrying value at 1 January 2015                        18 297              2 870                -
     Additions                                                4 840                  -                -
     Acquired through business combinations                       -                  -            9 330
     Amortisation                                            (6 582)            (1 070)            (252)
     Carrying value at 31 December 2015                      16 555              1 800            9 078
     Additions                                                5 378                  -
     Disposals                                                   (9)                 -                -
     Acquired through business combinations                       -                  -           10 180
     Amortisation                                            (6 169)            (1 044)          (5 191)
     Carrying value at 31 December 2016                      15 755                756           14 067

                                                                               Work in
                                                                              progress            Total
                                                                                 R'000            R'000
     Carrying value at 1 January 2015                                            2 527           23 694
     Additions                                                                   2 951            7 791
     Acquired through business combinations                                          -            9 330
     Amortisation                                                                    -           (7 904)
     Carrying value at 31 December 2015                                          5 478           32 911
     Additions                                                                   3 074            8 452
     Disposals                                                                       -               (9)
     Acquired through business combinations                                          -           10 180
     Amortisation                                                                    -          (12 404)
     Carrying value at 31 December 2016                                          8 552           39 130

     The above amortisation expense is included in "Depreciation and amortisation of
     non-financial assets" in the statement of comprehensive income. No intangible assets
     have been impaired during the year (2015: Nil). Computer software is mostly internally
     generated.

     The Quyn Group was acquired on 1 February 2016, in order to give Workforce an increased
     presence in the provision of outsourced technical skills. Intangibles to the value of
     R6 180 000 was acquired as part of the business combination.

     Gcubed was acquired on 1 May 2016 in order to increase Workforce's skills base and to
     enhance its permanent placement and executive search capability. Intangibles to the value
     of R4 000 000 were acquired as part of the business combination.

     The group has no further contractual commitments to acquire intangible assets at
     reporting date.

                                                                            2016           2015
                                                                           R'000          R'000
8.   Cash and cash equivalents
     Cash and cash equivalents include the following components:
     Cash at bank and in hand                                             74 181         12 142
     Short-term deposits                                                     948            922
                                                                          75 129         13 064

     The carrying value of cash and cash equivalents is considered
      a reasonable approximation of fair value.

9.    Earnings per share
      Basic earnings per share
      The earnings and weighted average number of ordinary shares
      used in the calculation of basic earnings per share are as
      follows:
      Profit attributable to equity shareholders of the parent
      company(R'000)                                                      91 604         76 785
      Weighted average number of ordinary shares in issue ('000)         228 577        225 328
      Diluted weighted average number of shares in issue ('000)          240 643        236 619
      Basic earnings per share (cents)                                      40,1           34,0
      Diluted earnings per shares (cents)                                   38,1           32,5
      Headline earnings per share
      The earnings used in the calculation of headline earnings per
      share are as follows:
      Profit attributable to equity shareholders of the parent
      company (R'000)                                                     91 604         76 785
      Headline earnings adjustment (R'000)                                   (87)        (1 806)
      (Gain) on disposal of property, plant and equipment                   (121)          (809)
      Dividend income                                                          -         (1 700)
      Tax effects of adjustments                                              34            703
      Total headline earnings (R'000)                                     91 517         74 979
      Weighted average number of shares in issue ('000)                  228 577        225 328
      Headline earnings per share (cents)                                   40,0           33,3
      The weighted average number of ordinary shares for the purpose
      of diluted earnings per share reconciles to the weighted
      average number of ordinary shares used in the calculation
      of basic earnings per share as follows:                            228 577        225 328
      Shares deemed to be issued in respect of:
      Employee options                                                    12 066         11 291
      Weighted average number of ordinary shares in the calculation
      of diluted earnings per share                                      240 643        236 619

                                                                            2016           2015
                                                                           R'000          R'000
10.   Notes to the statement of cash flows
      10.1   Cash generated from operations
             Profit before taxation                                       91 168         76 723
             Interest income                                                (711)          (297)
             Dividend income                                                (720)        (1 700)
             Finance costs                                                26 489         17 250
             Adjusted for non-cash items:
             Gain on disposal of property, plant and equipment              (121)          (809)
             Depreciation and amortisation of non-financial assets        17 476         12 910
             Equity-settled share-based payments                           1 536            761
             Shares issued                                                 1 872              -
             Other                                                             -             61
                                                                         136 989        104 899
      10.2   Taxation paid
             Charged to profit or loss                                       735            758
             Adjusted for deferred tax                                    (2 400)          (520)
             Movement in taxation balance                                    221            454
                                                                          (1 444)           692
      10.3   Working capital changes
             Change in trade and other receivables                       (52 182)       (69 404)
             Change in inventories                                         1 369         (1 026)
             Change in trade and other payables                           10 262          4 363
                                                                         (40 551)       (66 067)

      10.4   Net cash flow on acquisition of business combinations
             Net cash outflow on the acquisition of subsidiaries
             Quyn Group                                                  (39 381)             -
             Net cash outflow on the acquisition of subsidiaries
             Gcubed                                                       (2 500)             -
             Net cash outflow on the acquisition of subsidiaries -
             prior year acquisition                                            -        (14 640)
                                                                         (41 881)       (14 640)

      10.5   Cash and cash equivalents
             Bank and cash balances (note 8)                              75 129         13 064
                                                                          75 129         13 064

11.   Segment reporting
      The group's segmental analysis is based on the following five core business segments:
      - Staffing and Recruitment: Comprises the provision of staff and labour outsourcing
        solutions and recruitment and specialist staffing, which includes permanent and
        temporary placements, ad-response handling, executive search and the importing and
        exporting of skills.
      - Training and Consulting: Comprises the provision of industry and job-specific skills
        assessments and training interventions to business and their employees across all
        industry sectors.
      - Employee Health Management: Comprises the provision of a comprehensive range of
        occupational and primary health management services and assistance and wellness
        services.
      - Financial and Lifestyle Products: Comprises the provision of a range of lifestyle
        products and support services to employees and their families.
      - Process Outsourcing: Comprises the delivery of productive and functional business
        process outsourcing solutions, including the statutory and legal elements associated
        therewith.

Segment information can be analysed as follows for the reporting periods under review:

                                                                                      Employee
                                              Staffing and      Training and            health
                                               recruitment        consulting        management
                                                     R'000             R'000             R'000
2016
Segment revenues                                 2 160 288            88 383            39 508
Inter-segment revenue                                1 614            16 361                 -
Cost of sales                                   (1 702 335)          (43 862)          (13 628)
Inter-segment cost
of sales                                            (1 616)                -                 -
Operating costs                                   (284 660)          (35 704)          (22 884)
Other income                                             -                 -                 -
EBITDA                                             173 291            25 178             2 996
Depreciation and amortisation of
non-financial assets                                (3 691)             (870)             (865)
Segment operating profit                           169 600            24 308             2 131
Capital expenditure                                 21 548             1 591               617
Segment total assets                               402 977            79 401             2 883
Segment total liabilities                          (54 217)          (64 249)           (2 915)
Net segment assets                                 348 760            15 152               (32)
2015
Segment revenues                                 1 665 232            48 210            36 591
Inter-segment revenue                                    3             5 969                 -
Cost of sales                                   (1 314 678)          (23 606)          (14 915)
Inter-segment cost
of sales                                                 -                 -                 -
Operating costs                                   (213 790)          (26 693)          (18 894)
Other income                                             -                 -                 -
EBITDA                                             136 767             3 880             2 782
Depreciation and amortisation of
non-financial assets                                (2 799)             (741)             (671)
Segment operating profit                           133 968             3 139             2 111
Capital expenditure                                  2 084            17 059             2 251
Segment total assets                               311 680            76 034             3 208
Segment total liabilities                          (18 873)          (62 162)           (2 776)
Net segment assets                                 292 807            13 872               432

                                                                                        Shared
                                             Financial and                            services
                                                 lifestyle           Process       and central
                                                  products       outsourcing             costs
                                                     R'000             R'000             R'000
2016
Segment revenues                                    93 490           141 736                 -
Inter-segment revenue                                4 026            12 734                 -
Cost of sales                                      (30 927)         (130 224)           (3 449)
Inter-segment cost of sales                         (4 026)          (12 360)                -
Operating costs                                    (48 708)           (9 230)          (77 357)
Other income                                           720                 -                 -
EBITDA                                              14 575             2 656           (80 806)
Depreciation and amortisation of
non-financial assets                                (2 177)             (108)           (4 874)
Segment operating profit                            12 398             2 548           (85 680)
Capital expenditure                                  3 397                65                 -
Segment total assets                               221 954             5 145           174 790
Segment total liabilities                         (237 202)           (4 537)          (76 262)
Net segment assets                                 (15 248)              608            97 528
2015
Segment revenues                                    69 710           130 028                 -
Inter-segment revenue                                9 414                 -                 -
Cost of sales                                      (21 855)         (119 880)                -
Inter-segment cost of sales                         (6 778)                -                 -
Operating costs                                    (37 093)           (7 306)          (54 783)
Other income                                         1 700                 -                 -
EBITDA                                              15 098             2 842           (54 783)
Depreciation and amortisation of
non-financial assets                                (2 622)              (93)           (5 984)
Segment
operating profit                                    12 476             2 749           (60 767)
     Capital expenditure                             3 343                46           6   277
     Segment total assets                          166 435            17 152         113   024
     Segment total liabilities                   (174 910)           (16 692)        (57   873)
     Net segment assets                            (8 475)               460          55   151

                                                                    Consoli-
                                                                      dation
                                                                     entries             Total
                                                                       R'000             R'000
     2016
     Segment revenues                                                      -         2 523 405
     Inter-segment revenue                                           (34 735)                -
     Cost of sales                                                         -        (1 924 425)
     Inter-segment cost of sales                                      18 002                 -
     Operating costs                                                  16 733          (461 810)
     Other income                                                          -               720
     EBITDA                                                                -           137 890
     Depreciation and amortisation
     of non-financial assets                                          (4 891)          (17 476)
     Segment operating profit                                         (4 891)          120 414
     Capital expenditure                                                   -            27 218
     Segment total assets                                                  -           887 150
     Segment total liabilities                                             -          (440 382)
     Net segment assets                                                    -           446 768
     2015
     Segment revenues                                                      -         1 949 771
     Inter-segment revenue                                           (15 386)                -
     Cost of sales                                                         -        (1 494 934)
     Inter-segment cost of sales                                       6 778                 -
     Operating costs                                                   8 608          (349 951)
     Other income                                                          -             1 700
     EBITDA                                                                -           106 586
     Depreciation and amortisation of
     non-financial assets                                                  -           (12 910)
     Segment operating profit                                              -            93 676
     Capital expenditure                                                   -            31 060
     Segment total assets                                                  -           687 533
     Segment total liabilities                                             -          (333 286)
     Net segment assets                                                    -           354 247

Directors' commentary

Background and year under review
Workforce Holdings is a leading and trusted provider of employment, training, healthcare
wellness and financial services and lifestyle benefits to individuals and their employers,
across all industries throughout the economy.

Our purpose is to make a meaningful and sustainable difference to people's lives by finding
employment for people and to further empower them by providing access to appropriate
training, healthcare wellness, financial services and lifestyle benefits. These key objectives
and goals are aligned with those of the South African government.

We are proud to report that we employ 1 186 people and paid 75 138 temporary contractors during
the year under review. In addition, we trained 14 573 people (3 109 on learnership and
internship programmes), have issued over 24 000 lifestyle benefit insurance policies and
conducted over 50 000 medical examinations through our 27 operating brands, network of
93 branches and nine training centres across South Africa.

Financial performance
Our results for the reporting period have shown significant improvement on previous years.
This has been achieved against the backdrop of a sluggish economy coupled with ever increasing
levels of unemployment and amended labour regulations. The prevailing tough economic environment
has highlighted the resilience of our diversified and integrated business model, reinforced by
the effectiveness of our customer-centric product and service solutions that have been delivered
to the market from our national branch network.

These results were achieved mainly from a strong performance in our two largest operating
segments - the staffing and recruitment segment, led by our core blue collar Workforce Staffing
business, and our training segment, which benefited from the acquisition of Prisma Training
Solutions Proprietary Limited ("Prisma") in October 2015 and which was included in our results
for a full 12 months for the first time during this financial year.

Turnover for the 2016 fiscal year reflects an increase of 29.4% to R2,52 billion
(2015: R1,95 billion). Turnover grew organically by 16.6% whilst the remainder of the increase
is attributable to the two acquisitions made during the 2015 and 2016 financial years, namely
Prisma and the Quyn group of companies, effective 1 February 2016. Operating costs have
increased by 32% while operating costs as a percentage of revenue is at 18.3% (2015: 17.9%).
Operating expenses were negatively affected by an increase in trade receivable impairments of
R29,5 million (2015: R8,5 million) and an increased spend in shared services, to support
business growth.

EBITDA increased by 29.4% to R137,9 million (2015: R106,6 million). EBITDA attributable to
organic growth, though positive, has been negated by the increase in trade receivable
impairments and shared services costs as described above. The companies acquired during the
2015 and 2016 financial years contributed R25,4 million (2015: R1,5 million) to EBITDA.
However, due to the IFRS charges of imputed interest, intangible amortisations, and incremental
interest paid on the increased debt to fund the acquisitions, the contribution of the acquired
companies to our earnings per share has been marginal.

Our diversification strategy is starting to bear fruit with the staffing and recruitment
segment now contributing 79% of our segmental EBITDA versus an 86% contribution in 2015. Our
training and consulting operating segment has grown significantly and now comprises 11.5% of
our segmented EBITDA (2.4% in 2015). We will continue to drive growth in our training segment
both organically and acquisitively. We recognise too that the staff outsourcing segment of our
group is an important and growing business and, coupled with the consolidated opportunities in
this industry, we will continue to pursue potential acquisitions in this space.

The increase in depreciation and amortisation to R17,4 million (2015: R12,9 million) primarily
relates to intangible asset amortisation as a result of the acquisitions.

Net interest cost increased to R29,2 million (2015: R16,9 million). The increase is mostly
attributable to imputed interest as prescribed by International Financial Reporting Standards,
as well as relatively higher debt levels during the year due to acquisitions funded
by debt. Despite this, net debt levels increased only marginally by 8.4% at year end to
R239,5 million (2015: R221 million).

Headline earnings per share increased by 20.1% to 40,0 cents (2015: 33,3 cents).

Taxation
The group continued to benefit from the employment tax incentive programme as well as from
learnership allowances in terms of section 12H of the Income Tax Act, 1962 (Act 58 of 1962).
The result is a near net nil tax expense for the financial year.

The employment tax incentive represents a lower percentage of total EBITDA in 2016 relative to
2015 but remains a significant contributor to our financial results. This program, which
incentivises the employment of youth for new projects, was extended until February 2019.
The learnership tax allowances have been extended until 1 April 2022.

Cash flow
Days sales outstanding has remained relatively stable at 46 days (2015: 45 days).
Overdue debtors older than 90 days improved to 5.0% (2015: 7.8%). Operating cash flows
generated improved to R69,2 million (2015: R22,5 million). The group's operating cash
conversion ratio improved to 70% (2015: 36%). This ratio has been curtailed by the high growth
experienced during the year as well as the higher than normal bad debt write offs as described
earlier in this review. Cash flows from operating activities was mostly utilised to fund
acquisition of businesses to the amount of R41,9 million (2015: R14,6 million). The group
ended the year with cash and cash equivalents of R75,1 million (2015: R13,1 million).

Gearing
Net interest bearing debt to total assets improved to 27% (2015: 36%) despite payments arising
from acquisitions. Included in interest bearing debt are contingent amounts owing to sellers
of acquired companies to the amount of R45 million (2015: R22 million).

Group structure and Africa
In alignment with our strategy to diversify the group's income, we continued our efforts to
solidify leadership and management structures. In addition to the appointment of Philip Froom
as group CEO, we are also currently expanding the depth and quality of our internal
audit, financial resources and group financial department. The growth in our underlying
businesses is also necessitating further investments in our shared services areas including
information technology, human resources, marketing and legal.

The restructure of our core business, Workforce Staffing and the appointment of Sean Momberg as
its managing director in January 2016, produced positive results with this business gaining
market share and delivering particularly pleasing returns. The period under review also saw
the official commencement of Workforce Africa operations and branches were opened in Mozambique,
Namibia and Botswana. We are currently investigating partnership opportunities in other African
territories. Our presence in these territories has been initiated on a conservative basis to
establish an operational footprint with as little risk as possible and has largely been pursued
via our existing client base.

Workforce delegates authority and responsibility to its divisions and businesses to give its
people a sense of ownership and responsibility. This motivates them to innovate within a
defined business model and risk parameters, enhanced by corporate support and shared services,
including a governance framework.

Acquisitions
During the financial year under review, we continued with our stated acquisition strategy of
actively seeking to grow market share within both our core business and our diversified service
offerings by sourcing and concluding relevant and meaningful acquisitions of suitable businesses.
We have refined our acquisition criteria and have become more efficient in identifying quality,
businesses which are profitable and cash generative and that are also underpinned by strong
management teams that share Workforce's entrepreneurial culture and values. Prisma,
the mining focused training provider as reported above performed well and has exceeded its
profit projections.

On 1 February 2016, we concluded the acquisition of the Quyn group of companies ("Quyn").
Quyn is primarily a temporary employment services ("TES") provider which focuses on the
outsourcing of higher skilled technical and engineering staff, whilst also providing allied
services such as payroll administration and human resources/industrial relations services.
This acquisition has allowed Workforce to broaden and upgrade its temporary skills offering
into the market and to also diversify its client base. Whilst Quyn has contributed positively
to the profitability of the group, it has also been impacted by delays in the commencement
of certain infrastructural projects.

With effect from 1 May 2016, we acquired the business of Gcubed Boutique Recruitment ("Gcubed")
as a going concern. Gcubed is a niche permanent placement recruitment and executive search
business. The transaction, while not material from a size or value perspective, has given the
group access to a unique skillset in the executive search arena whilst at the same time
complementing our existing recruitment businesses.

We continue evaluating and assessing a range of acquisition opportunities. Acquisitive growth
remains a core strategic thrust for the group.

Events after reporting date
Effective 1 January 2017, KBC Holdings Proprietary Limited ("KBC") was acquired by the group
for a maximum contingent consideration of R47 million. KBC is a training business that provides
induction training and safety health and environment training as well as contractor on-boarding
and management services primarily to the mining and minerals sectors, where KBC enjoys
meaningful market share and brand equity.

Effective 1 February 2017, the business of Oxyon Human Capital Solutions, was acquired for a
maximum contingent consideration of R9 million. Oxyon was established 20 years ago as a TES
provider and permanent placement recruitment business with a niche focus on higher level
technical and artisanal skills, primarily within the engineering industry.

Effective 1 March 2017, we acquired 76% of Day-Click Limited, a business that provides TES and
permanent recruitment services in Mauritius.

Management anticipates that meaningful synergies and value will be unlocked from the
above acquisitions.

The board
During the year, non-executive director Lulu Letlape resigned. The board extends its
appreciation to Lulu for the valuable contribution she made to the group during the six years
she served on the board.

Philip Froom was appointed as an executive director and group chief executive officer in August 2016.

Shelley Thomas was appointed as a non-executive director, a member of the audit and risk
committee and chairperson of the social and ethics committee in December 2016.

Investor policy
Diversification of our shareholder base and an improvement in the liquidity of our shares
on the JSE is constantly being considered. Communication with shareholders, the capital markets
and all our stakeholders have been deliberately enhanced. This coupled with our improved
financial performance has seen Workforce's market capitalisation exceed R500 million
for the first time.

Outlook
The nature of the group's business model is defensive in nature and the various businesses that
make up the Workforce group of companies continue to benefit from the various initiatives that
the government introduces to drive economic growth.

Government aims to transform the economy through training, job creation and increased investment.
Government's progress on its delayed infrastructure development plans should result in further
demand for our group's services.

From a regulatory point of view, we welcome the introduction of a minimum wage and although it
may initially create a degree of uncertainty, in the longer term, we believe it will improve the
stability of labour in the country and will provide fairer and more sustainable pay structures.
We do not, at this stage, believe it will have any material impact on our earnings.

With the activities and services that our group undertakes, we create shared value by making a
meaningful and sustainable difference in people's lives and see ourselves as a substantial
contributor to the socio-economic development of the communities in which we operate. There is a
clear sense of purpose within the group and our business unit leaders are optimistic about the
prospects of their respective businesses.

Appreciation
People are the heart of our business and we would like to thank our group's directors, managers,
employees and professional advisers for their ongoing passion and contribution to the various
businesses of the group. We also extend our appreciation to our outsourced employees, trainees,
learners and interns for the dedication and commitment they continue to display and to our
customers for the faith that they have demonstrated in our ability to provide the vital
component of labour into their organisations. Collectively, their contribution and confidence
is paramount to our business success.

Ronny Katz
Executive chairman

Philip Froom
Chief executive officer

Willie van Wyk
Financial director

Executive directors
RS Katz
PM Froom
WP van Wyk
Non-executive directors
NM Anderson
JR Macey
K Vundla
S Thomas

Designated adviser
Merchantec Proprietary Limited trading as Merchantec Capital

Company secretary
S van Schalkwyk

Registered office
The registered office, which is also its principal place of business, is:

11 Wellington Road
Parktown
2193

PO Box 11137
Johannesburg
2000

Transfer secretaries
Link Market Services (South Africa) Proprietary Limited

11 Diagonal Street
Johannesburg
2001

Commercial bankers
ABSA Business Bank

Company registration number
2006/018145/06

Website address
www.workforce.co.za

Date: 23/03/2017 07:10:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
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