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WORKFORCE HOLDINGS LIMITED - Audited Summarised Consolidated Results for the year ended 31 December 2017

Release Date: 15/03/2018 07:08
Code(s): WKF     PDF:  
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Audited Summarised Consolidated Results for the year ended 31 December 2017

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")

Audited summarised consolidated results
for the year ended 31 December 2017

Highlights
Revenue increased by 11,3% to R2,8 billion
Gross profit has increased by 6,1% to R635 million
EBITDA has decreased marginally by 0,4% to R133,9 million
Profit after tax increased by 7,6% to R98,5 million
Headline earnings per share increased by 7,0% to 42,8 cents
NAV per share has increased by 21,5% to 237 cents per share
Net tangible asset value per share has increased by 18,7% to 159 cents per share
Net interest-bearing debt to total assets is 28% (2016: 27%)
Net interest-bearing debt to total tangible assets is 34% (2016: 32%)

Group statement of financial position
as at 31 December 2017
                                                                                     
                                                                             2017          2016
                                                              Notes         R'000         R'000
Assets                                                                                 
Non-current assets                                                        251 912       199 060
Property, plant and equipment                                     6        23 559        18 015
Goodwill                                                                  134 480       102 287
Intangible assets                                                 7        44 247        39 130
Deferred tax assets                                                        44 251        36 919
Other financial assets                                                      5 375         2 709
Current assets                                                            744 246       688 090
Trade and other receivables                                               714 389       610 219
Inventories                                                                 3 546         2 742
Taxation                                                                      763             -
Cash and cash equivalents                                                  25 548        75 129
Total assets                                                              996 158       887 150
Equity and liabilities                                                                 
Equity                                                                    542 345       446 768
Equity attributable to owners of the parent                               543 806       446 491
Stated capital                                                            234 051       241 867
Treasury shares                                                            (7 658)       (9 330)
Available-for-sale reserve                                                    923           462
Equity-settled employee benefits reserve                                    6 793         2 337
Retained earnings                                                         309 697       211 155
Non-controlling interests                                                  (1 461)          277
Non-current liabilities                                                    38 173        40 349
Financial liabilities                                                      26 407        30 840
Deferred tax liabilities                                                   11 766         9 509
Current liabilities                                                       415 640       400 033
Trade and other payables                                                  136 914       115 231
Financial liabilities                                                     278 726       283 857
Taxation                                                                        -           945
Total equity and liabilities                                              996 158       887 150
                                                                      
Group statement of comprehensive income                               
for the year ended 31 December 2017 
                                  
                                                                             2017          2016
                                                              Notes         R'000         R'000
Revenue                                                                 2 807 890     2 523 405
Cost of sales                                                          (2 172 461)   (1 924 425)
Gross profit                                                              635 429       598 980
Other income                                                                1 032           720
Operating costs                                                          (512 887)     (461 810)
Fair value adjustments                                                     10 365        (3 466)
Earnings before interest, taxation, depreciation                      
and amortisation ("EBITDA")                                               133 939       134 424
Depreciation and amortisation of non-financial assets                     (26 080)      (17 476)
Finance income                                                              1 486           711
Finance costs                                                             (23 360)      (26 491)
Profit before taxation                                                     85 985        91 168
Taxation                                                                   10 819           735
Profit for the year                                                        96 804        91 903
Other comprehensive income/(loss) for the period                              461          (224)
Fair value gain on available-for-sale financial assets                
to be reclassified                                                    
subsequent to profit or loss                                                  461          (224)
Total comprehensive income for the year                                    97 265        91 679
Profit for the year attributable to:                                  
Owners of the parent                                                       98 542        91 604
Non-controlling interests                                                  (1 738)          299
                                                                           96 804        91 903
Total comprehensive income attributable to:                           
Owners of the parent                                                       99 003        91 380
Non-controlling interests                                                  (1 738)          299
                                                                           97 265        91 679
Earnings per share (cents per share)                                  
Basic earnings per share                                          8          43,0          40,1
Diluted earnings per share                                        8          41,2          38,1

Group statement of changes in equity
for the year ended 31 December 2017

                                                      Attributable to owners of the parent
                                                                     
                                                                                        Equity-
                                                                                        settled 
                                                                       Available-      employee 
                                                 Stated    Treasury      for-sale      benefits 
                                                capital      shares       reserve       reserve 
                                                  R'000       R'000         R'000         R'000 
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 1 January 2017                       241 867      (9 330)          462         2 337 
Recognition of share-based payments              (7 816)          -             -         5 227 
Buy-back of shares                                    -      (3 124)            -             - 
Issue of ordinary shares under employee                                                   
share option plan                                     -       4 796             -          (771)
Total comprehensive income for the year               -           -           461             - 
Balance at 31 December 2017                     234 051      (7 658)          923         6 793 

                                                          Attributable to owners of the parent                          
                                                                                                
                                                            Reverse                             
                                                        acquisition      Retained               
                                                            reserve      earnings         Total 
                                                              R'000         R'000         R'000 
Balance at 1 January 2016                                  (125 499)      245 050       354 275 
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                                                 -             -         1 014 
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 1 January 2017                                         -       211 155       446 491 
Recognition of share-based payments                               -             -        (2 589)
Buy-back of shares                                                -             -        (3 124)
Issue of ordinary shares under employee                                               
share option plan                                                 -             -         4 025 
Total comprehensive income for the year                           -        98 542        99 003 
Balance at 31 December 2017                                       -       309 697       543 806 

                                                                             Non-
                                                                         control-
                                                                             ling         Total
                                                                        interests        equity
                                                                            R'000         R'000
Balance at 1 January 2016                                                     (28)      354 247
Payment of dividends                                                         (417)         (417)
Recognition of share-based payments                                             -         1 536
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 1 January 2017                                                     277       446 768
Recognition of share-based payments                                             -        (2 589)
Buy-back of shares                                                              -        (3 124)
Issue of ordinary shares under employee                                              
share option plan                                                               -         4 025
Total comprehensive income for the year                                    (1 738)       97 265
Balance at 31 December 2017                                                (1 461)      542 345

Group statement of cash flows
for the year ended 31 December 2017
                                                                             2017          2016
                                                              Notes         R'000         R'000
Cash generated from operations before net working                                     
capital changes                                                           107 624       109 765
Cash generated from operations                                  9.1       128 860       136 989
Finance income                                                              1 486           711
Finance costs                                                             (23 360)      (26 491)
Taxation paid                                                   9.2           638        (1 444)
Increase in net working capital                                 9.3       (91 706)      (40 551)
Cash flows from operating activities                                       15 918        69 214
Cash flows from investing activities                                      (60 710)      (55 994)
Property, plant and equipment acquired - maintaining                                  
operations                                                        6       (12 068)       (7 170)
Proceeds on disposal of property, plant and equipment                       1 109           789
Dividend income                                                             1 032           720
Intangible assets acquired - maintaining operations               7        (7 645)       (8 452)
Net cash flow on acquisition of business combinations           9.4       (43 138)      (41 881)
Cash flows from financing activities                                       (4 789)       48 845
(Decrease)/increase in borrowings                                          (1 948)       51 834
Payment for buy-back of shares                                             (3 124)       (1 714)
Proceeds on disposal of shares                                              4 796             -
Settlement of share-based payments                              9.5        (4 513)         (858)
Dividends paid                                                                  -          (417)
Net change in cash and cash equivalents                                   (49 581)       62 065
Cash and cash equivalents at the beginning of the year                     75 129        13 064
Cash and cash equivalents at the end of the year                           25 548        75 129

Notes to the group financial statements
for the year ended 31 December 2017

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 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 2017 were compiled under 
     the supervision of Willie 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 2017.
     
3.   Audit opinion
     The consolidated results for the year ended 31 December 2017 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.
 
     Shaun Naidoo was appointed as a Non-Executive Director on 26 June 2017 as a representative 
     of the company's shareholder Vunani. Shaun replaces Mark Anderson who will remain as an 
     Alternative Director to Shaun.
 
     There were no other changes to the board during the period under review, up to and including 
     the date of this report.
 
4.   Posting of integrated annual report and notice of annual general meeting
     The integrated annual report for the year ended 31 December 2017 is expected to be 
     despatched to shareholders on or around 30 March 2018.
 
5.   Events after reporting date
     There were no events after reporting date.
 
                                               2017                            2016
   
                                              Accu-                           Accu-
                                            mulated                         mulated
                                             depre-    Carrying              depre-    Carrying
                                   Cost     ciation       value     Cost    ciation       value
                                   R'000      R'000       R'000    R'000      R'000       R'000
6.   Property, plant and                                                   
     equipment                                                             
     Motor vehicles               10 005     (5 550)      4 455    9 218     (5 525)      3 693
     Computer equipment           28 328    (21 765)      6 563   24 805    (20 665)      4 140
     Industrial equipment          8 636     (6 057)      2 579    5 522     (3 650)      1 872
     Office equipment             18 265    (14 194)      4 071   15 261    (12 434)      2 827
     Leasehold improvements        1 736     (1 175)        561    1 268     (1 138)        130
     Training manuals              9 807     (7 177)      2 630    9 854     (7 201)      2 653
     Land and buildings            2 700          -       2 700    2 700          -       2 700
                                  79 477    (55 918)     23 559   68 628    (50 613)     18 015

     The carrying value of property, plant and equipment can be reconciled as follows:
     
                                                     Motor    Computer   Industrial      Office
                                                  vehicles   equipment    equipment   equipment
                                                     R'000       R'000        R'000       R'000
     Carrying value at 1 January 2016                3 393       2 524        2 026       1 361
     Additions                                         984       3 345          445       2 193
     Disposals                                        (637)        (23)         (16)          -
     Acquired through business combinations          1 259          43           53          62
     Depreciation                                   (1 306)     (1 749)        (636)       (789)
     Carrying value at 31 December 2016              3 693       4 140        1 872       2 827
     Additions                                       3 137       5 128        1 060       1 177
     Disposals                                        (317)        (22)           -         (24)
     Acquired through business combinations            421         718          686         985
     Depreciation                                   (2 441)     (3 439)      (1 039)       (894)
     Carrying value at 31 December 2017              4 493       6 525        2 579       4 071
      
                                                 Leasehold    Training     Land and   
                                              improvements     manuals    buildings       Total
                                                     R'000       R'000        R'000       R'000
     Carrying value at 1 January 2016                  183       2 989        2 700      15 176
     Additions                                          25         178            -       7 170
     Disposals                                           -           -            -        (676)
     Acquired through business combinations              -           -            -       1 417
     Depreciation                                      (78)       (514)           -      (5 072)
     Carrying value at 31 December 2016                130       2 653        2 700      18 015
     Additions                                         534       1 032            -      12 068
     Disposals                                          (6)       (147)           -        (516)
     Acquired through business combinations              -           -            -       2 810
     Depreciation                                      (97)       (908)           -      (8 818)
     Carrying value at 31 December 2017                561       2 630        2 700      23 559
     
     All depreciation charges are included in "Depreciation and amortisation of non-financial 
     assets" in the statement of comprehensive income. No property, plant and equipment have been 
     impaired during the year (2016: Nil). 
 
     The net book value of motor vehicles held under instalment credit agreements at 
     31 December 2017 amounted to R3 785 842 (2016: R1 460 340). Motor vehicles acquired under 
     instalment credit agreements amounted to R3 723 606 (2016: R728 139). The instalment sales 
     relate solely to motor vehicles. 
     
     A 100% interest in KBC Holdings Proprietary Limited ("KBC") was acquired on 1 January 2017, 
     in order to increase the group's technical training offerings. Property, plant and equipment 
     to the value of R2 750 000 was acquired as part of the business combination.
 
     Oxyon Human Capital Solutions ("Oxyon") was acquired on 1 February 2017 in order to expand 
     the group's skilled artisan and technical segments of the engineering industry. Property, 
     plant and equipment to the value of R19 000 was acquired as part of the 
     business combination.
 
     A 76% interest in Day-Click Limited ("Day-Click") was acquired on 1 March 2017, in order to 
     give the group an entry point into the Mauritian market where business opportunities have 
     been identified. Property, plant and equipment to the value of R37 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.

                                             2017                              2016   
 
                                            Accu-                             Accu-   
                                          mulated                           mulated   
                                          amorti-    Carrying               amorti-    Carrying
                                  Cost     sation       value      Cost      sation       value
                                 R'000      R'000       R'000     R'000       R'000       R'000
7.   Intangible assets                                                                
     Computer software          62 146    (45 081)     17 065    51 162     (35 407)     15 755
     Brands                      3 209     (3 209)          -     3 209      (2 453)        756
     Client relationships       31 522    (15 260)     16 262    19 510      (5 443)     14 067
     Work in progress           10 920          -      10 920     8 552           -       8 552
                               107 797    (63 550)     44 247    82 433     (43 303)     39 130

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

                                                                    Client
                                              Computer           relation-    Work in
                                              software   Brands      ships   progress     Total
                                                 R'000    R'000      R'000      R'000     R'000
     Carrying value at 1 January 2016           16 555    1 800      9 078      5 478    32 911
     Additions                                   5 378        -          -      3 074     8 452
     Disposals                                      (9)       -          -          -        (9)
     Acquired through business combinations          -        -     10 180          -    10 180
     Amortisation                               (6 169)  (1 044)    (5 191)         -   (12 404)
     Carrying value at 31 December 2016         15 755      756     14 067      8 552    39 130
     Additions                                   5 277        -          -      2 368     7 645
     Disposals                                     (39)       -          -          -       (39)
     Acquired through business combinations      2 761        -     12 012          -    14 773
     Amortisation                               (6 689)    (756)    (9 817)         -   (17 262)
     Carrying value at 31 December 2017         17 065        -     16 262     10 920    44 247
 
     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 (2016: Nil). Computer software is mostly internally 
     generated.
 
     A 100% interest in KBC was acquired on 1 January 2017, in order to increase the group's 
     technical training offerings. Intangibles to the value of R14 773 000 was acquired as part 
     of the business combination.
 
     The group has no further contractual commitments to acquire intangible assets at 
     reporting date. No restrictions exist over intangible assets.




                                                                              2017         2016
                                                                             R'000        R'000
8.   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)                                                        98 542       91 604
     Weighted average number of ordinary shares in issue ('000)            229 336      228 577
     Diluted weighted average number of shares in issue ('000)             238 973      240 643
     Basic earnings per share (cents)                                         43,0         40,1
     Diluted earnings per shares (cents)                                      41,2         38,1
     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)                                                        98 542       91 604
     Headline earnings adjustment (R'000)                                     (400)         (87)
     Gain on disposal of property, plant and equipment (R'000)                (555)        (121)
     Tax effects of adjustments (R'000)                                        155           34
     Total headline earnings (R'000)                                        98 142       91 517
     Weighted average number of shares in issue ('000)                     229 336      228 577
     Headline earnings per share (cents)                                      42,8         40,0
     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:                                        229 336      228 577
     Shares deemed to be issued for no consideration in respect of:
     Employee options                                                        9 637       12 066
     Weighted average number of ordinary shares in the calculation 
     of diluted earnings per share                                         238 973      240 643
 
9.   Notes to the statement of cash flows
     9.1   Cash generated from operations
           Profit before taxation                                           85 985       91 168
           Interest income                                                  (1 486)        (711)
           Other income                                                     (1 032)        (720)
           Finance costs                                                    23 360       26 489
           Adjusted for non-cash items:
           Gain on disposal of property, plant and equipment                  (555)        (121)
           Depreciation and amortisation of non-financial assets            26 080       17 476
           Gain arising on financial liability at fair value through 
           profit or loss                                                  (10 385)           -
           Expense recognised in respect of cash-settled 
           share-based payment                                               1 666            -
           Expense recognised in respect of equity-settled 
           share-based payment                                               5 227        3 408
                                                                           128 860      136 989

     9.2   Taxation paid
           Charged to profit or loss                                        10 819          735
           Adjusted for deferred tax                                        (9 210)      (2 400)
           Movement in taxation balance                                       (971)         221
                                                                               638       (1 444)
     9.3   Working capital changes
           Change in trade and other receivables                          (100 527)     (52 182)
           Change in inventories                                              (486)       1 369
           Change in trade and other payables                                9 307       10 262
                                                                           (91 706)     (40 551)
     9.4   Net cash flow on acquisition of business combinations
           Net cash outflow on the acquisitions of subsidiaries            (21 959)     (41 881)
           Net cash outflow on the acquisitions of subsidiaries - prior
           year acquisitions                                               (21 179)           -
                                                                           (43 138)     (41 881)
   
     9.5   Equity-settled share-based payments
           Employees received shares in settlement of the equity-settled share-based payment 
           scheme. The employees were given the option of retaining the shares they were granted, 
           or selling their shares on the open market. The company sold the shares on the 
           employees behalf and paid to them the proceeds from the sale.
   
                                                  1 January       Cash    Non-cash  31 December
                                                       2017      flows       flows         2017
     9.6   Changes in liabilities arising from                           
           financing activities                                          
           Non-current Treasury share loan            7 711          -        (72)        7 783
           Interest-bearing borrowings              259 109      1 072          -       258 037
           Instalment sales liabilities               2 118        948          -         3 066
                                                    268 938      2 020        (72)      268 886
 
10.  Segment reporting
     During the reporting period, the group consolidated its five previous reporting segments 
     into three segments, namely:
     - Staffing and Outsourcing: Comprising temporary employment services, permanent 
       recruitment, executive search, payroll management, HR and IR consulting services, 
       disability solutions, turnkey staffing solutions and business process outsourcing 
       solutions;
     - Training and Consulting: Comprising accredited short courses, skills programmes, full 
       qualifications, learnerships, apprenticeships, internships and adult education training 
       ("AET");
     - Financial and Healthcare: Comprising funeral cover, hospital cover, day-to-day medical 
       insurance, lending products, primary healthcare, occupational healthcare, employee 
       wellness programmes and health risk assessments.
   
     These operating segments are monitored and strategic decisions are made on the basis of 
     adjusted segment operating results.
 
     These new segments better represent the current core trading of the group and allows for a 
     simpler understanding and communication of the performance of the business.
 
     Due to the above change in reporting segments the prior year segment information has been 
     restated. Segment information can be analysed as follows for the reporting periods 
     under review:
                                                                
                                                           Staffing      Training     Financial  
                                                           and Out-           and           and  
                                                           sourcing    Consulting    Healthcare  
                                                              R'000         R'000         R'000  
     2017                                                                                        
     Segment revenues                                     2 521 071       158 000       127 005  
     Inter-segment revenue                                   23 085        17 681         1 474  
     Cost of sales                                       (2 054 073)      (70 119)      (45 254) 
     Inter-segment cost of sales                            (22 400)       (8 566)            -  
     Operating costs                                       (295 249)      (60 995)      (67 091) 
     Inter-segment operating costs                             (685)       (9 115)       (1 474) 
     Fair value adjustments                                       -        (3 464)        2 205  
     Other income                                                 -            92           940  
     EBITDA                                                 171 749        23 514        17 805  
     Depreciation and amortisation of                                                                             
     non-financial assets                                    (3 468)       (3 372)       (2 936) 
     Net finance costs                                          (98)          748          (857) 
     Segment profit/(loss) before tax                       168 183        20 890        14 009  
     Capital expenditure                                      9 737         8 599         4 845  
     Segment total assets                                   519 019       110 711       244 849  
     Segment total liabilities                             (111 240)      (88 885)     (272 158) 
     Net segment assets/(liabilities)                       407 779        21 826       (27 309) 
     
                                                             Shared                
                                                           Services      Consoli-   
                                                        and Central        dation   
                                                              costs       entries         Total
                                                              R'000         R'000         R'000
     2017                                                                           
     Segment revenues                                         1 814             -     2 807 890
     Inter-segment revenue                                        -       (42 240)            -
     Cost of sales                                           (3 015)            -    (2 172 461)
     Inter-segment cost of sales                                  -        30 966             -
     Operating costs                                        (89 552)            -      (512 887)
     Inter-segment operating costs                                -        11 274             -
     Fair value adjustments                                  11 624             -        10 365
     Other income                                                 -             -         1 032
     EBITDA                                                 (79 129)            -       133 939
     Depreciation and amortisation of                                                                
     non-financial assets                                    (5 866)      (10 435)      (26 080)
     Net finance costs                                      (21 667)            -       (21 874)
     Segment profit/(loss) before tax                      (106 662)      (10 435)       85 985
     Capital expenditure                                      2 103        12 012        37 296
     Segment total assets                                   312 728      (191 149)      996 158
     Segment total liabilities                              (21 992)       40 462      (453 813)
     Net segment assets/(liabilities)                       290 736      (150 687)      542 345
 
                                                                                                  
                                                           Staffing      Training     Financial 
                                                           and Out-           and           and 
                                                           sourcing    Consulting    Healthcare 
                                                              R'000         R'000         R'000 
     2016                                               
     Segment revenues                                     2 301 670        88 375       132 998 
     Inter-segment revenue                                   14 348        16 361         4 026 
     Cost of sales                                       (1 833 073)      (44 012)      (44 755)
     Inter-segment cost of sales                            (13 974)            -        (4 026)
     Operating costs                                       (288 739)      (34 409)      (71 970)
     Fair value adjustment                                        -        (3 464)            - 
     Other income                                                 -             -           720 
     EBITDA                                                 180 232        22 851        16 993 
     Depreciation and amortisation of                                    
     non-financial assets                                    (3 804)         (863)       (3 042)
     Net finance costs                                          528           (29)       (1 573)  
     Segment profit/(loss) before tax                       176 956        21 959        12 378   
     Capital expenditure                                     21 613         1 591         4 014   
     Segment total assets                                   408 122        79 401       224 837   
     Segment total liabilities                              (59 754)      (64 249)     (240 117)  
     Net segment assets/(liabilities)                       348 368        15 152       (15 280)  
 
                                                             Shared
                                                           Services      Consoli-
                                                        and Central        dation
                                                              costs       entries         Total
                                                              R'000         R'000         R'000
     2016                                                
     Segment revenues                                           362             -     2 523 405
     Inter-segment revenue                                        -       (34 735)            -
     Cost of sales                                           (2 585)            -    (1 924 425)
     Inter-segment cost of sales                                  -        18 000             -
     Operating costs                                        (83 427)       16 735      (461 810)
     Fair value adjustment                                        -             -        (3 464)
     Other income                                                 -             -           720
     EBITDA                                                 (85 650)            -       134 426
     Depreciation and amortisation of                    
     non-financial assets                                    (4 875)       (4 891)      (17 476)
     Net finance costs                                      (24 706)            -       (25 780)
     Segment profit/(loss) before tax                      (115 231)       (4 891)       91 170
     Capital expenditure                                          -             -        27 218
     Segment total assets                                   174 790             -       887 150
     Segment total liabilities                              (76 262)            -      (440 382)
     Net segment assets/(liabilities)                        98 528             -       446 768

Directors' commentary
Background and our purpose
Workforce Holdings is a leading trusted provider of employment, training, healthcare, wellness 
and financial services and lifestyle benefits to individuals and their employers, covering all 
industry sectors through the economy.

Our purpose is to make a meaningful and sustainable difference to people's lives - to uplift 
them, to find employment for people and empower them with appropriate training, healthcare and 
financial services and lifestyle benefits. These are key objectives and goals of our South 
African government too.

We continued to make a meaningful and sustainable difference in people's lives. We are proud to 
be providing permanent employment to 1 343 employees, remunerating 34 241 assignees weekly, 
training 137 000 people annually, facilitating 4 600 learnership and internship programmes, 
insuring over 36 277 lifestyle benefit policies and conducting over 71 396 medical examinations 
through our  26 operating brands, network of 103 branches and 18 training centres across 
South Africa.

The year under review and external operating environment
2017 was a year characterised by a volatile political environment, low economic growth and 
investment and a continued deterioration in unemployment levels. Notwithstanding the tough 
trading environment, the group's results continued to show improvement, albeit modest, on 
previous years and again highlighted the resilience of our integrated and diversified 
business model.

Government's promised infrastructure development plan continued to be subject to indefinite 
delays, resulting in less demand for our services. We are hopeful, however, that 2018 will 
experience the early stages of project development in this regard.

Another significant external factor affecting our staffing and outsourcing segment, is the 
ongoing legal labour legislation dispute, which currently awaits a ruling by the Constitutional 
Court, following the Labour Appeal Court's ruling in July 2017. This relates to section 198A 
of the Labour Relations Amendment Act, 6 of 2014, and interpretation of the "deeming provision" 
and the definition of who the "employer" is in the employment relationship of an assignee. An 
assignee, in this instance, is only someone working longer than three months and earning less 
than R205 433 annually. We remain confident together with our Temporary Employment Services 
("TES") industry body, the Confederation of Associations in the Private Employment Sector 
("CAPES"), that the initial ruling in the Labour Court will be upheld and that assignees will 
continue to be deemed to be an employee of both Workforce and our clients. There always 
naturally remains the risk of clients initially adopting a "wait and see approach" prior to 
investing further in assignees with TES providers despite our engagement and ongoing 
communication with clients. Regardless of initial reactions, we are confident that the TES 
industry will be sustained. We have various robust solutions to continue to provide our clients 
with our services regardless of the ruling of the Constitutional Court.

Financial performance
Our 11,3% increase in revenue arose from organic revenue growth of 4,6% with the remaining 
growth in revenue attributable to acquisitions. Our gross profit, however, only increased by 
6,1% as gross margins reduced from 23,7% to 22,6%. The reduction in gross margins arose as a 
result of a reduction in the relatively high margin energy infrastructure sector coupled with 
the acquisition of Oxyon, a high turnover, low margin business.

Operating expenses increased by 11,1% resulting in an unchanged operating expense to turnover 
ratio of 18,3% (2016: 18,3%). Organic operating expenses only increased by 2,9%. Debtor's 
impairments were, however, at much improved levels compared to the comparative period. 
Excluding debtor's impairments, organic operating expenses increased by 8,8% compared to the 
comparative period. Our management of operating expenses in the period under review was 
commendable given that Workforce continues to invest in the future growth of the group in the 
form of early stage businesses, technology, human capital, and improved shared services 
delivery.

Fair value adjustments of R10,4 million (2016: (R3,4 million)) include the revaluation of the 
cell captive and adjustments of the contingent consideration payable on business combinations.

EBITDA decreased marginally to R133,9 million (2016: R134,4 million). EBITDA to turnover 
reduced to 4,8% (2016: 5,3%).

The depreciation and amortisation charge increased by 49% to R26,1 million (2016: R17,5 million) 
mostly due to amortisation of intangible assets as a result of the KBC and Oxyon acquisitions.

Net finance cost marginally decreased by 15,2% to R21,8 million (2016: R25,8 million), in 
spite of R43,1 million spent on acquisitions during the financial year.

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 employment tax incentive remains a significant contributor to our financial results. 
This programme, which incentivises the employment of youth for new projects, currently continues, 
pending any extension, until February 2019.

The group also continues to invest and benefit from learnership programmes, with the learnership 
tax allowances been extended until 1 April 2022. The increased tax credit for the year of 
R10,8 million (2016: R735 000) is due to the fact that the fair value gain on adjustment of 
liabilities is a capital item and hence not taxable.

Cash flow
Cash flow from operating activities reduced to R16 million (2016: R69,2 million), mostly as a 
result of a substantial increase in working capital. This increase is also attributable to:
- Increased turnover;
- A longer billing cycle in December compared to the previous financial year;
- The fact that the Oxyon business was bought excluding tangible assets, hence the build in the 
  debtors' book is defined as operating cash flow and not investment cash flow; and
- Deterioration in days sales outstanding to 53 days (2016: 46 days) due to the above.

Furthermore, the fair value adjustment is a non-cash flow item impacting cash conversion. 
Improving cash generation is a key focus of management.

Balance sheet and gearing
Net interest-bearing debt to total tangible assets increased to  28%  (2016:  27%), in spite 
of net cash flow on acquisition of business combinations totalling R43,1 million. Net 
interest-bearing debt to total tangible assets also improved marginally to 34% (2016: 32%).

Group structure
During the reporting period, we consolidated our previous five reporting segments into three 
segments which we believe better represent the current core trading of the group and allows 
for a simpler understanding  and communication of the performance of the business. The new 
segmental structure is now reflected as (i) Staffing and Outsourcing, (ii) Training and 
Consulting and (iii) Financial and Healthcare.

The Staffing and Outsourcing segment accounts for 81% of EBITDA prior to central costs 
(2016: 82%). The acquisitions of Prisma Training Solutions Proprietary Limited ("Prisma") in 
2015 and KBC in 2017 have contributed to our diversification strategy with the Training and 
Consulting segment now accounting for 11% of total EBITDA (2016: 10,2%). The Financial and 
Healthcare segment contributed 8% to EBITDA (2016: 7,8%).

Segmental review
Staffing and Outsourcing segment
Turnover of the Staffing and Outsourcing segment increased by 9,5% but the gross margin 
percentage decreased from 20,3% to 18,5%. The reduction in margin is as a result of the 
conclusion of a significant high margin infrastructure contract in 2017, the acquisition of 
Oxyon, a high turnover, low margin business and the poor performance of our white-collar 
permanent recruitment businesses.

Our core business, Workforce Staffing, improved EBITDA despite the conclusion of one of its 
major infrastructure project contracts described above. Workforce Staffing has an encouraging 
pipeline of new business that hopefully augers well for 2018.

The continued delay in government infrastructure spending resulted in a disappointing 
performance from the Quyn group of companies ("Quyn") acquired in  2016. Government's renewed 
investment on its delayed infrastructure development projects and the entry of independent power 
producers ("IPPs") in the electricity sector however present exciting opportunities for Quyn 
moving forward.

Our Allmed Healthcare Professionals and Nursing Emergencies brands in the nursing and healthcare 
staffing sector experienced solid growth in 2018 with increasing market share and new clients.

We continued to invest in our new "green shoot" businesses locally and in Africa. Although these 
businesses are loss making, lots of progress and momentum is being achieved, resulting in 
improved financial performance and promising progress into 2018.

Training and Consulting segment
The Training and Consulting segment increased revenues by 78,8% to R158,0 million and EBITDA by 
2,9% to R23,5 million for the reporting period.

The substantial increase in turnover is attributable to KBC. KBC trains over 120 000 inductees 
annually through eight training facilities in the country, including two "walk-in" centres based 
on client sites and one fully inclusive onsite contractor on-boarding hub.

EBITDA was constrained in 2017 in this segment as Prisma, acquired in 2015, experienced a 
challenging year with a lack of committed spend and investment by the mining sector.

Training Force performed well with pleasing growth. In addition to being a leader in the 
learnerships and apprenticeships area, Training Force are growing their training reach with a 
variety of focused skills programmes and short courses.

Our Training and Consulting cluster is a strategic growth area for the group.

Financial and Healthcare segment
The Financial and Healthcare segment turnover decreased by 4,5% to R127,0 million with EBITDA 
increasing by 4,7% to R17,8 million.

Babereki Employee Support Services (incorporating Dreams Direct and Debtworx), tightened its 
credit vetting criteria during 2017, resulting in less loans advanced and less products sold. 
This resulted in lower growth in profitability in this segment but improved cash utilisation. 
Compliance remains a key focus of our Babereki and Debtworx businesses.

Despite market challenges, collection performance improved in 2017. The gross advances book 
was R251 million (2016: R225 million).

Companies are recognising the positive impact employee wellness has on a business, from reducing 
absenteeism to improved levels of productivity and quality of life. We experienced encouraging
growth in our employee wellness programmes and now cover over 45 320 lives through our Employee 
Assistance Programme ("EAP") call centre and additional value-added products are being offered 
via this channel.

Acquisitions
During the period under review, we announced the acquisition of 100% of the shares of KBC, the 
acquisition of the business of Oxyon and the acquisition of a 76% stake in Day-Click.

KBC was acquired with effect from 1 January 2017 and we are pleased to report that it has 
performed ahead of expectations as described in our training and consulting segment review above.

The Oxyon acquisition was effective  1 February  2017 and has contributed positively to the 
group's profitability. Oxyon is a temporary employment service provider and permanent recruiter 
concentrating on higher level technical and artisanal skills in the engineering industry. The 
Oxyon acquisition resulted in an operating cash flow investment by Workforce to fund the client 
debtors' book as we purchased the business of Oxyon and not the company itself.

Day-Click, based in Mauritius, was effective 1 March 2017 and is at this stage not material in
financial terms. We do, however, see Mauritius as an exciting business opportunity within its 
own borders as well as it being a possible base to further expand our other African operations 
as they increase in size and scale.

Our previous acquisitions, comprising Prisma, Quyn and Gcubed Boutique Recruitment all faced 
challenging trading conditions during 2017. Prisma was unable to continue the momentum it had 
enjoyed in 2016 against the backdrop of curtailed training spend in the mining sector, caused by 
the uncertainty and slowdown in the industry, and recorded a decline in its profits. The 
continued delays in renewable energy and other infrastructure projects also hampered Quyn whose 
profitability also fell short of expectations.

Given government's renewed outlook on the mining industry as well as its planned spend on 
infrastructure projects, the outlook for the coming year for both Prisma and Quyn is looking 
favourable and their respective management teams remain committed to delivering growth in revenue 
and profitability for 2018.

Our acquisition strategy is still a key pillar for our growth and we have commenced the 2018 
financial year with clearly defined objectives and some exciting acquisition opportunities within 
our various operational segments. We will continue to pursue acquisitions that will enhance the 
group and its value offering whilst mitigating business risk.

Funding
During the year under review, communication with shareholders, the capital markets and all our 
stakeholders was deliberately enhanced. We successfully increased and improved our terms of our 
borrowing facilities in 2017 with our existing bankers.

Diversification of our shareholder base and an improvement in the liquidity of our equity shares 
on the AltX is recognised and constantly being considered.

Directors
Shaun Naidoo was appointed as a Non-Executive Director on 26 June 2017 as a representative of 
the company's shareholder Vunani. Shaun replaces Mark Anderson who will remain on the board as 
an Alternate Director to Shaun.

Outlook
The TES industry has significant milestone events in the next 12 months including:
- The Constitutional Court ruling on the "deeming provision";
- The introduction of the National Minimum Wage in May 2018; and
- ETI expiry, pending an extension or replacement, on 28 February 2019.

We are actively engaging with our clients to determine and assist them with any implications 
and opportunities arising from the introduction of the national minimum wage. From a regulatory 
point of view, we welcome the introduction of the minimum wage legislation during 2018 and 
although it may initially create a degree of uncertainty, we believe it will, in the longer 
term, improve the stability of labour in the country and will provide fairer and more
sustainable pay structures.

The State of the Nation address in February 2018 highlighted the understood plight of youth in 
the job market and we are hopeful that the employment tax incentive, a significant and material 
component of our group's results, will be either extended or at least replaced in 2019.

Although we operate in a complex regulatory environment it is important to note that the TES 
industry enable just short of 10% of all employment in South Africa. Many of the assignees 
Workforce place into employment are the "vulnerable". In other words, the youth, people with 
disabilities and the unemployed or first-time job seekers.

In addition, we provide accredited training courses and learnership programmes, training 
thousands of people each year through our 18 training centres nationally. Although we are 
driven commercially, we are proud of the meaningful societal impact we make.

Workforce is a significant player in the markets in which we operate.

Government aims to transform the economy through job creation and increased infrastructure 
investment. Many initiatives and partnerships between government and business are under way to 
spur growth. These include the "YES Initiative" - a three-year programme to create one million 
youth internships - being negotiated by government, business and labour, and through the entry 
of independent power producers ("IPPs"). The IPPs are private investors who build solar and wind 
power generation plants and sell the electricity to Eskom. Government plans to continue with the 
IPP's programme and extend the model to other sectors. The YES Initiative should result in more 
business for at least our training segment and government's renewed investment on its delayed 
infrastructure development plans should result in further demand for our group's staffing 
services. These all represent significant opportunities for our group.

The world of work is constantly changing. In an increasingly competitive environment, companies 
need to be flexible and as a result, they tend to focus more on their core activities, 
increasingly outsourcing human capital management activities.

We continue to also strategically diversify our business. South Africa experiences significant 
skills shortages and our training segment is a key area for both organic and acquisitive growth.

We are positive and are looking forward to the challenges and exciting opportunities that 
2018 presents.

Appreciation
We commend and thank all our divisional directors, management and staff of the group who 
continued to show commitment, perseverance and determination in a particularly challenging 
operating environment. A warm thank you is also extended to all our assignees, trainees, 
learners and interns for their reliable support and commitment. To our customers, who continue 
to demonstrate faith in our ability to provide the vital component of human capital solutions 
into their organisations, we thank you for your loyal support.

Finally, we would like to thank our fellow board members for their support and counsel in our 
business and their valuable input to the strategies of the group, it is much appreciated.

Ronny Katz                  Philip Froom                     Willie van Wyk
Executive Chairman          Chief Executive Officer          Financial Director

15 March 2018

Executive Directors                      
RS Katz (Executive Chairman)             
PM Froom (Chief Executive Officer)       
WP van Wyk (Financial Director)          
                                         
Non-Executive Directors
S Naidoo (Alternative: 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

www.workforce.co.za
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