Wrap Text
Reviewed Condensed Consolidated Provisional Financial Statements For The Year Ended 31 March 2017
TRUSTCO GROUP HOLDINGS LIMITED
Incorporated in the Republic of Namibia
(Registration number 2003/058)
NSX Share code: TUC
JSE share code: TTO
ISIN Number: NA000A0RF067
("the Group")
REVIEWED CONDENSED CONSOLIDATED PROVISIONAL FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH
2017
NATURE OF THE BUSINESS
Trustco is a diversified listed financial services group that invests and operates in sustainable high-growth assets in
emerging markets.
BUSINESS REVIEW
Trustco’s operations continue to demonstrate resilience in performance coupled with stable results in the face
of adverse financial conditions in the region.
Namibian inflation was recorded at a 7% year-on-year increase at 31 March 2017. Namibia has experienced four
consecutive quarters of negative growth in its GDP. The contraction in GDP was recorded at 2.7% in the first quarter
of this calendar year.
The group delivered overall business operating profit before tax of NAD 581 million, an increase of NAD 132
million or 29%. Revenue increased by 8% to NAD 1 247 million. Real estate in the investments segment
achieved a strong result whilst maintaining its focus on priority markets and extracting value from its core
business. Investment income continued its positive momentum mainly from investment property capital gains
and currency exchange gains.
Total expenses increased by 3%, which supported the growth of revenue. Interest cover ratio decreased from 4.35
times in FY2016 to 4.23 times in FY2017, however the number remains healthy.
Earnings per share increased to 69 cents from 55 cents, a 25% growth, whilst headline earnings per share grew by
28% from 55 cents to 71 cents.
SEGMENTAL PERFORMANCE
Insurance
The insurance segment’s net profit after tax decreased to NAD 40 million (FY2016 NAD 45 million) due to slow down
attributed to the local economic climate.
Banking and Finance
During the year under review the banking segment secured new funding of NAD 410 million from various foreign
funders. The funding was utilised in the consolidation of the advances book. Total advances increased by 54% to
NAD 1 818 million (FY2016: NAD 1 184 million).
Investments
The investments segment’s net profit after tax grew by NAD 123 million representing a 39% increase to NAD 440
million (FY2016: NAD 317 million). Solid performance is attributed to the monetization of the real estate inventory
held by the group and a strong demand within the local economy. The group disposed of 54.4 hectares during the
year and at the same time property debtors worth NAD 71.9 million were realised. The property debtors’ cycle is
approximately 24 months.
Resources
The reporting year saw the establishment of a new segment; namely “Resources”, through the acquisition of Meya
mining. The acquisition of the mine represents a natural progression of the group strategy. The acquisition offers a
best-fit strategic opportunity to diversify the revenue stream of the group and at the same time earn foreign
currency.
With positive drilling results, it is expected that this project will generate significant returns for shareholders in the
future.
A large part of value creation will be realised via the diamond cutting and polishing factory that forms part of the
Huso transaction. As a result, the payment terms of the aforementioned transaction was renegotiated to ensure
optimal wealth creation for all shareholders
CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS AT 31 MARCH 2017
31 31
Notes March 2017 March 2016
NAD'000 NAD '000
Reviewed Audited
ASSETS
Advances 3 1 818 811 1 184 063
Cash and cash equivalents 46 017 99 835
Trade and other receivables 4 762 225 765 949
Current income tax assets 7 534 7 496
Inventories 339 278 327 619
Property, plant and equipment 5 609 416 459 335
Investment property 1 010 812 816 180
Intangible assets 467 579 209 849
Deferred income tax assets 94 718 143 675
Total assets 5 156 390 4 014 001
EQUITY AND LIABILITIES
Liabilities
Bank overdraft 12 640 17 249
Borrowings 6 1 657 445 1 104 695
Trade and other payables 477 513 215 806
Current income tax liabilities 28 018 10 257
Other liabilities 85 287 72 406
Deferred income tax liabilities 308 687 329 159
Insurance provisions 94 350 75 365
Total liabilities 2 663 940 1 824 937
Capital and reserves
Share capital 177 595 177 595
Share premium 46 300 46 300
Deemed treasury shares 7 (178 358) -
Other reserves 47 875 87 282
Retained earnings 2 399 031 1 877 887
Non-controlling interest 7 -
Total capital and reserves 2 492 450 2 189 064
Total equity and liabilities 5 156 390 4 014 001
CONDENSED CONSOLIDATED INCOME STATEMENT
For the year For the year
ended ended
31 Mar 2017 31 Mar 2016
NAD '000 NAD '000
Reviewed Audited
Revenue 1 246 762 1 150 286
Investment income 225 467 153 167
Income from operations 1 472 229 1 303 453
Insurance benefits and claims (48 292) (45 895)
Operating expenses (459 895) (400 587)
Cost of Sales (208 896) (272 818)
Finance costs (173 668) (134 279)
Profit before taxation 581 477 449 874
Taxation (51 525) (30 076)
Profit for the year 529 952 419 798
Other comprehensive income, net of tax
Items that will not be reclassified to profit or loss
Revaluation of PPE (23 904) 25 814
Items that will be reclassified to profit or loss
Exchange difference on translation of foreign operations 8 780 (1 699)
Total comprehensive income 514 828 443 913
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
For the year ended 31 March 2017
Deemed
Share Share treasury Other Distributable
Capital premium shares reserves reserves Total
NAD '0000 NAD '000 NAD '000 NAD '000 NAD '000 NAD '000
Balance at 1 April 2015 177 595 46 300 (57 043) 63 373 1 319 941 1 550 166
Transfer between
reserves - - - (206) 206 -
Deemed treasury shares
sold - - 57 043 - 187 342 244 385
Total comprehensive
income for the period - - - 24 115 419 798 443 913
Dividends for the period - - - - (49 400) (49 400)
Balance at
31 March 2016 177 595 46 300 - 87 282 1 877 887 2 189 064
Balance at 1 April 2016 177 595 46 300 - 87 282 1 877 887 2 189 064
Transfer between - - - - (24 283) 24 283
reserves
Deemed treasury shares
purchased - - (178 358) - - (178 358)
Total comprehensive
income for the period - - - (15 124) 529 952 514 828
Dividends for the period - - - - (33 091) (33 091)
Minority interest - - - 7 - 7
Balance at 177 595 46 300 (178 358) 47 875 2 399 031 2 492 450
31 March 2017
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
For the year For the year
ended ended
31 Mar 2017 31 Mar 2016
NAD'000 NAD '000
Reviewed Audited
Cash flow from operating activities
Cash generated by operations 432 040 446 182
Finance costs (170 456) (134 279)
Interest received 432 3 717
Finance cost (170 456) (134 279)
Net loans advanced (642 579) (375 622)
Net funding from student advances 308 810 76 252
Taxation paid (861) (7 810)
Net cash flow from operating activities (72 614) 4 723
Cash flow from investing activities
Net cash flow from investing activities (51 996) (140 733)
Cash flow from financing activities
(Purchase) / Sale of deemed treasury shares (775) 244 384
Net movement of borrowings and related parties 109 267 (80 068)
Dividends paid (33 091) (49 400)
Net cash flow from financing activities 75 401 114 916
Net change in cash and cash equivalents (49 209) (21 094)
Cash and cash equivalents at beginning of year 82 586 103 680
Cash and cash equivalents at end of year 33 377 82 586
CONDENSED SEGMENTAL ANALYSIS
Total Inter- Revenue Taxatio
segment segment from Depreciatio Impairmen n
revenue revenue external Profit n and Interes Interest t of
customer for the amortizatio t expenc receivables
s period n income e and loans
Reviewed NAD '000 NAD NAD '000 NAD NAD NAD NAD
'000 '000 NAD '000 '000 '000 NAD ‘000 '000
2017
Insurance 184 344 (24 658) 159 686 40 370 20 418 396 383 0 3 602
Banking 226 676 (13 647) 213 029 60 593 878 636 68 690 7 408 31 426
and finance
Investment 1 035 78 (161 742 874 047 440 331 195 (607) 101 0 16 497
s 9 ) 131 383
Resources 0 0 0 (11 142 1 4 3 213 0 0
)
Total 1 446 (200 047 1 246 762 529 54 492 429 173 7 408 51 525
809 ) 952 669
Audited
2016
Insurance 203 866 (2 508) 201 286 45 033 18 064 1 540 81 0 4 192
Banking 231 157 (9 664) 221 493 57 326 471 937 52 910 (8 921) 16 772
and finance
Investment 846 242 (118 735 727 507 317 27 846 1 240 81 288 0 9 112
s ) 439
Total 1 281 (130 979 1 150 286 419 46 381 3 717 134 (8 921) 30 076
265 ) 798 279
2017 Total assets Total liabilities
Reviewed
Insurance 210 432 114 571
Banking and Finance 1 908 870 605 912
Investments 2 554 628 1 651 152
Resources 482 460 292 305
Total 5 156 390 2 663 940
2016
Audited
Insurance 325 639 148 914
Banking & Finance 1 507 636 561 563
Investments 2 180 726 1 114 460
Total 4 014 001 1 824 937
Geographical Information Revenue by Revenue Assets by Assets by location of
location of by location of assets - 2016
customer - location assets - 2017 (Audited)
2017 of (Reviewed)
(Reviewed) customer
– 2016
(Audited)
(NAD ‘000)
Namibia 1 238 436 1 134 274 4 538 453 3 796 320
Rest of Africa 8 326 16 012 617 937 217 681
Total 1 246 762 1 150 286 5 156 390 4 014 001
Revenue from major products and services
The following is analysis of the group’s revenue from operations from its major products and services.
For the year For the year
ended 31 ended 31
March 2017 - March 2016
Reviewed - Audited
Insurance premium revenue 153 726 192 841
Property sales 770 039 620 901
Tuition and other related fees 80 068 155 532
Interest earned on student advances 160 237 142 575
Interest earned on property advances 39 681 0
Other revenue 43 011 38 437
Total 1 246 762 1 150 286
Information about major customers
Included in revenue arising from direct sales property of NAD770 million (2016: NAD 621 million) are revenues of
approximately NAD618 million (2016: NAD327 million) from the investments segments which arose from sales to the
groups largest customers. No other single customers contributed 10% or more to the group revenue for both 2017
and 2016.
Basis of Preparation
The reviewed provisional condensed consolidated financial statements are prepared in thousands of Namibian
Dollar (“NAD ’000”). The Group’s functional and presentation currency is Namibian Dollar. At 31 March 2017,
NAD 1 was equal to ZAR 1.
The accounting policies applied in the preparation of these reviewed provisional condensed consolidated results
(“results”), which are based on reasonable judgements and estimates, are in accordance with International Financial
Reporting Standards (“IFRS”). The accounting policies adopted are consistent with those of the annual financial
statements for the year ended 31 March 2016.
These results, as set out in this report, have been prepared in accordance with the framework concepts and the
measurement and recognition requirements of IFRS and the SAICA Accounting Practices Committee and the
Financial Reporting Standards Council and must also as a minimum contain the information requirements of
IAS34 interim financial reporting in accordance with the SAICA Financial Reporting Guidelines as issued by the
Financial Reporting Standards Council, the Namibian Companies Act, No 28 of 2004 (as amended) and the Listings
Requirements of the JSE Limited and the NSX.
The Company’s auditors, BDO Namibia and BDO South Africa Inc., have reviewed the condensed consolidated
provisional financial statements for the year ended 31 March 2017. The unqualified review report is available for
inspection at the registered office of the Company.
The reviewed condensed consolidated provisional financial statements was compiled under the supervision of the
Group Financial Director, Floors Abrahams, B Com (Namibia).
Appreciation
With all the success enjoyed by the Group during the year, the board extends its gratitude for the tremendous effort
from all Group staff in order to achieve these results. The board would also like to express its thanks to the service
providers and clients, without whom these results would not have been possible.
NOTES TO THE REVIEWED PROVISIONAL CONDENSED CONSOLIDATED FINANCIAL STATEMENTS AS AT 31 MARCH 2017
1. Headline Earnings Reconciliation
For the year For the year
ended ended
31 March 31 March
2017 2016
NAD ‘000 NAD ‘000
Reviewed Audited
Profit attributable
to ordinary shareholders 529 952 419 798
Adjustments: 12 565 (366)
Profit/Loss on disposals of property,
plant and equipment 18 393 (221)
Fair value adjustments on
investment properties 80 (300)
Gain on bargain purchase - -
Loss on disposal of intangible assets
Tax effect (5 908) 155
Headline earnings 542 517 419 432
2. Per Share Information
For the year For the year
ended ended
31 March 31 March
2017 2016
Reviewed Audited
Earnings per share (cents) 69.11 55.37
Diluted earnings per share (cents) 68.67 55.02
Headline earnings per share (cents) 70.75 55.32
Diluted headline earnings per share (cents) 70.30 70.30 54.97
Dividends declared per share (cents) 0 8.40
Dividends paid per share (cents) 5 7.40
WANOS 767 million (2016: 758million)
Diluted WANOS 772 million (2016: 763 million)
Shares in issue 772 million (2016: 772 million)
3. Advances
31 March 31 March
2017 2016
NAD ‘000 NAD ‘000
Reviewed Audited
Gross loans advanced 1 859 635 1 220 056
Student advances (40 824) (35 993)
Net Advances 1 818 811 1 184 063
Short-term portion 561 980 199 102
Long-term portion 1 256 831 984 961
4. Trade and other receivables
VAT receivables 44 517 29 076
Property sales receivables 644 555 690 785
Other receivables 33 870 46 088
Amounts due by related parties 39 283 -
Total 762 225 765 949
Amounts due by related parties include a balance relating to mining equipment worth NAD 39.5 million to be
purchased by Northern Namibia Development Company (Pty) Ltd (a subsidiary of Next Investments (Pty) Ltd) on the
perfection of the Huso transaction. NNDC is now using this equipment in its mining operations.
5. Property, plant and equipment
Property acquired 275 041 181 749
Disposals (61 122) (7 953)
6. Borrowings
Term loans 1 186 020 454 166
Bonds issued 159 057 300 000
Mortgages and other borrowings 312 368 350 529
Total 1 657 445 1 104 695
7. Deemed Treasury Shares
The carrying value of treasury shares as at 31 March 2017 is NAD 178 million (2016: NAD 0). In September 2016 the
company purchased 225 675 treasury shares at an average price of NAD 3.40. Settlement consideration of NAD
775,000 was paid in cash.
On 15 February 2017, the company acquired 41,806 778 treasury shares at a price of NAD 4.80. Settlement of the
purchase consideration of NAD 200 672 534 was deferred to 31 January 2018. At year-end the fair value of the
unsettled amount was included in trade and other payables.
8. Financial instruments and fair value hierarchy
Land and buildings, aircraft and investment property which are fair valued or revalued are valued either by
independent experts or by reference to quoted similar assets. The techniques and inputs used have not changed since
the previous year end. Technical provisions and policy holder liabilities under insurance contracts remain calculated
on a forecast modelling and/or pre-identified factor. Such factors have not been adjusted since financial year end.
For the year For the year
ended ended
31 March 31 March
2017 2016
Reviewed Audited
NAD ‘000 NAD ‘000
Level 2
Non-financial Assets
Land and buildings - 128 642
Aircraft - 247 091
Investment Property - 816 180
Total 1 191 913
Level 3
Non-financial Assets
Investment property 1 010 812 -
Land and buildings 133 981 -
Aircraft 217 707 -
Non-financial assets were moved out of level 2 into level 3 in 2017 financial year as variables used to determine their
fair values are not observable by the public. Management’s policy for recognising transfers between levels is to
recognise the transfer at the end of the reporting period.
Financial instruments by category
Financial Assets (Loans and receivable)
Cash and cash equivalents 46 017 99 835
Advances 1 818 811 1 184 063
Trade and other receivables 678 425 765 949
Related Party balances 39 283 -
Bank overdraft (12 640) (17 249)
Related party balances (2 678) (30 368)
Borrowings (1 657 445) (1 104 695)
Trade and other payables (472 602) (215 806)
Insurance contract liabilities (94 350) (75 365)
Other liabilities (82 609) (42 038)
Total 1 622 712 564 326
9. Net profit before tax
For the year For the year
ended ended
31 March 31 March
2017 2016
Reviewed Audited
NAD ‘000 NAD ‘000
Depreciation and amortisation 54 492 46 381
Employee cost 151 130 145 672
Profit on foreign exchange differences 25 179 6 978
Fair value gains on investment property 194 500 131 305
Loss / (Profit) on disposal of property plant and equipment 18 393 (221)
Impairment and provision of receivables 7 831 (1 476)
10. Business Combinations
Business combinations occurring during the current year (Meya mining)
On 11 November 2016 the group acquired 51% of the voting equity interest of Meya Mining, which resulted in the
group obtaining control over Meya Mining Ltd. Meya Mining is incorporated in Mauritius and is the holder of
Exploration License No EL 07/2015 granted under the Provisions of the Mines and Minerals Act 2009, of the republic of
Sierra Leone. This acquisition represents a natural progression of the group’s expansion strategy. The acquisition
offers a best-fit strategic opportunity to diversify the revenue stream of the group. The numbers used for business
combinations are provisional.
Goodwill of NAD 206 million arising from the acquisition is attributable largely to the intangible asset. Goodwill is not
deductible for income tax purposes.
Fair value of assets acquired and liabilities assumed
Other assets 14
Total identifiable net assets 14
Non-controlling interest (7)
Goodwill 205 630
Total 205 637
Acquisition date fair value of consideration paid
Cash (14 146)
Contingent consideration arrangement (191 491)
Total (205 637)
Contingent consideration arrangements
Upon completion of an eighteen 18 months exploration programme from the date of purchase if the results are either
of the following conditions:
- resource statement of at least 3,000,000 carats, or
- resource statement valued at least USD 1,000,000,000 (at international market price)
The Group will pay an additional USD 25,000,000 to the sellers provided that a mining license has been issued. The
directors estimate that the group has a 60% chance of paying the contingent amount. The fair value of contingent
consideration is included in trade and other payables. The estimate accounted for as provisional and might change
after the resource evaluation program is completed by October 2017.
Meya Mining Ltd commenced a resource evaluation program in November 2016, with the aim of verifying the intrinsic
geo economic potential within the exploration license area, EL07/2015. The evaluation programme is scheduled into
several phases and multiple zones across the license area. Dyke Zone B was prioritised for the 2017/2018 periods.
The phases include; diamond drilling, bulk sampling, geological modelling, micro diamond analysis and diamond
valuation. A total of 9,559m was drilled along the 11,500m strike, which confirms continuation of Dyke Zone B. The
intersections range from 120m to 370m vertical depths, thus proving the depth of kimberlite extensions.
Based on the drilling results and assumptions derived from historical information from previous experience of the
management team, regarding diamond grade, rock density and diamond values from this specific ore body, a
preliminary high level estimation by management indicates that the potential in situ diamond resource of Dyke Zone B
alone (down to 500m) is 6.5 million carats contained in 11 million tonnes of kimberlite, thus an in situ value of more
than USD 2 billion. Processing of the bulk samples extracted from EL 07/2015 will start during July 2017.
Acquisition related costs
Acquisition-related costs of NAD250 000 have been charged to administrative expenses in the consolidated income
statement for the period ended 31 March 2017.
Group revenue and profit or loss for full year
Had the business combination taken place at the beginning of the reporting year, the revenue for the group would
have been NAD nil (2016: NAD nil) and the net loss would have been NAD nil (2016: NAD nil loss).
Non-controlling interest
Non-controlling interest, which is a present ownership interest, and entitle their holders to a proportionate share of
the entity’s net assets in the event of liquidation, is measured at the present ownership interest proportionate share
of the acquirer’s identifiable net assets. There are no other components of non-controlling interest.
11. Liquidity tables
2017 reviewed
Effective Due in less Due in one Due in two Due after
Interest than one to two to three Due in three four years
rate year years years to four years Total
% NAD '000 NAD '000 NAD '000 NAD '000 NAD ‘000 NAD '000
Liabilities
Maturity analysis
Other financial
liabilities
Non-interest
bearing
Trade and other
payables 281 110 191 492 472 602
Variable interest
rate
Term loans 9.96-15.5 261 574 294 998 433 846 313 086 259 624 1 569 128
Listed bonds 8.98-11.58 135 877 26 600 14 000 - - 176 477
Mortgage loans 8.5-10.75 8 894 8 894 8 894 8 464 61 003 96 149
Instalment sale
agreement 7.43-10.75 31 726 83 770 49 095 27 536 109 138 301 268
Amounts due to
related parties 10.5 2 866 2 866
Finance lease -
obligations 8.25-12.75 49 677 34 093 - - 83 770
Bank overdraft 10.5 12 640 - - - - 12 640
Insurance
contract liabilities 10.5 22 606 10 550 10 550 10 550 40 094 94 350
Total 812 782 650 397 516 385 359 636 469 859 2 809 059
2016 audited
Effective Due in less Due in one Due in two Due after
Interest than one to two to three Due in three four years
rate year years years to four years Total
% NAD '000 NAD '000 NAD '000 NAD '000 NAD ‘000 NAD '000
Liabilities
Maturity analysis
Other financial
liabilities
Non-interest
bearing
Trade and other
payables 215 806 - 215 806
Variable interest
rate
Term loans 6.75-12.65 274 251 292 807 206 502 157 492 176 831 1 107 983
Listed bonds 8.98-11.83 153 883 145 402 29 003 13 300 - 341 588
Mortgage loans 6.5-10.50 91 316 7 761 7 761 7 761 18 057 132 656
Instalment sale
agreement 8.00-10.5 53 869 7 957 128 509 7 957 89 571 287 863
Amounts due to
related parties 9.25 30 368 30 368
Finance lease
obligations 8.00-10.50 11 252 6 687 4 989 4 612 3 821 31 361
Vendors for
acquisition 10.5 15 000 - - - - 15 000
Bank overdraft 10.5 17 249 - - - - 17 249
Insurance
contract liabilities 10.5 24 980 12 282 14 234 15 729 34 761 101 986
Sub Total 672 168 472 896 391 098 206 851 323 041 2 066 054
Total 887 974 472 896 391 098 206 851 323 041 2 281 960
12. Transactions with related parties
For the year For the year
ended ended
31 March 31 March
2017 2016
Reviewed Audited
NAD ‘000 NAD ‘000
Next Investments (Pty) Ltd
Management Fees paid (14 407) (28 359)
Security fees paid (21 694) (18 641)
Charter income received 1 367 498
Northern Namibia Development Company (Pty) Ltd
Charter income received 738 842
Advertising income received 24 -
Equipment rent received 1 239 -
Portsmut Hunting Safaris (Pty) Ltd
Charter income received 467
Morse Investments (Pty) Ltd
Advertising income received 5
13. Subsequent events
The parties of the Huso transaction entered into an agreement in terms whereof the payment terms of the Huso
transaction be amended. The payment terms were amended to reflect an EBITDAASA (earnings before interest, tax,
depreciation, amortisation after stock adjustments) payment instead of a resource driven payment. The shareholders
approved the amendment to the Huso transaction on the 13th of June 2017. The amendment will be effective upon
conclusion of the Huso transaction when the mining license is issued to NNDC and the Huso transaction becomes
effective.
Other than the event noted above, no other material events requires disclosure.
CHANGES TO THE BOARD
During the year under review, Mr Ryan McDougall the financial director of Trustco Group Holdings Limited resigned on
the 31st of December 2016. Mrs Marizanne van Niekerk, was appointed in his stead from the 1st of January 2017 and
subsequently resigned on the 5th of April 2017. Mr Floors Abrahams, executive director of Trustco Group Holdings
Limited resumed the responsibility of Financial Director from the 5th of April 2017 to date.
DIVIDEND DECLARATION
During the year under review, the board recommended that no dividend be declared for the financial period ended 31
March 2017. The main reasons for the decision is that the board believes that Trustco shareholders would be better
served over the long term by capitalising the banking and finance segment and to further invest in the resource
segment. The company will also implement an aggressive share buyback programme for the next reporting period.
The full integrated report including the notice of AGM will be uploaded to the company’s website and posted to the
shareholders of the company who were recorded as such in the company’s securities register in due course
By order of the board
A Bruyns
Company Secretary
30 June 2017
JSE Sponsor
Sasfin Capital
(a division of Sasfin Bank Limited)
NSX Sponsor
Simonis Storm Securities (Pty) Limited
Date: 30/06/2017 05:06:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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