|
IQG
IQG
IQG - IQuad Group Limited - Change statement, audited abridged reports and
notice of Annual General Meeting
IQuad Group Limited
Registration Number 2004/025177/06)
Share Code: IQG ISIN: ZAE000101622
("Iquad" or "the Company" or "the Group")
Change statement, audited abridged reports and notice of Annual General
Meeting
1. Change statement
Shareholders are advised that the Annual Report will be posted to
shareholders on 2 June 2008. This report contains the audited abridged
annual financial statements for the year ended 29 February 2008 and
contains certain modifications, as indicated in the notes, to the
preliminary report which was published on 27 March 2008.
2. Audited condensed reports
Condensed income statement for the year ended 29 February 2008
2008 2007
Audited Audited
R`000 R`000
Revenue 62,353 47,636
Operating profit 24,049 18,607
Profit before taxation 25,019 18,009
Taxation 7,797 4,459
Profit after taxation 17,222 13,550
Attributable to:
Minority shareholders 305 716
Equity shareholders of the company 16,917 12,834
Basic earnings per share (cents) 65.5 56.1
Headline earnings per share (cents) 65.5 56.0
Reconciliation of Basic and headline
earnings
Basic earnings
16,917 12,834
Profit on disposal of property, plant
and equipment (5) (12)
Impairment of property, plant and 7 -
equipment
Headline earnings 16,919 12,822
Dividends per share(cents)
Interim 10.0 9.0
Final (Proposed) 20.0 11.0
Total 30.0 20.0
Number of shares:
(excl treasury shares)(`000)
In issue 27,396 22,937
Weighted average 25,842 22,872
Condensed balance sheet as at 29
February 2008
2008 2007
Audited Audited
Notes R`000 R`000
Assets
Non-current assets 1 111,785 88,643
Current assets 2 36,900 17,055
Total assets 148,685 105,698
Equity and liabilities
Equity and reserves 3 130,297 90,705
Non-current liabilities 4 300 42
Current liabilities 5 18,088 14,951
Total equity and liabilities 148,685 105,698
Net asset value per share 461.4 391.7
(cents)
Net tangible asset value per
share (cents) 128.2 8.7
Condensed cash flow statement as at 29 February 2008
2008 2007
Audited Audited
Notes R`000 R`000
Cash flows from operating 6 10,841 6,364
activities
Cash flows from investing 7 (23,931) 2,300
activities
Cash flows from financing 8 22,598 (5,469)
activities
Increase in cash and cash 9,518 3,195
equivalents
Cash and cash equivalents at the 6,897 3,702
beginning of the year
Cash and cash equivalents at the 16,415 6,897
end of the year
Condensed statement of changes in equity for the year ended 29 February
2008
Attributable Minority Total
ordinary share- Equity
shareholders holders
Notes R`000 R`000 R`000
Balance at 1
March 2006
- Audited 9 23,709 298 24,007
Net profit for 12,834 716 13,550
the year
Issue of share 10 55,384 - 55,384
capital
Dividends (2,064) (118) (2,182)
Decrease in - (54) (54)
minority
interest on
business
combinations
Balance at 1
March 2007
- Audited 11 89,863 842 90,705
Net profit for 16,917 305 17,222
the year
Foreign exchange (168) (263) (431)
difference
Total income and 16,749 42 16,791
expenses
recognised
Issue of share 12 33,668 - 33,668
capital
Treasury shares (3,584) - (3,584)
Share buy-back (4,605) - (4,605)
Dividends (5,681) (500) (6,181)
Increase in 13 - 3,503 3,503
minority
interest on
business
combinations
Balance at 29
February 2008
- Audited 14 126,410 3,887 130,297
3. Notes to modifications
The changes relate to the re-classification of certain balance sheet and
cash flow items and did not result in any change to total assets or total
liabilities. The changes can best be illustrated as follows:
Reference Line item Previous Modified Variance
R`000 R`000 R`000
1 Non-current 111,898 111,785 (113)
assets
2 Current assets 36,787 36,900 113
3 Equity and 127,105 130,297 3,192
reserves
4 Non-current 3,562 300 (3,262)
liabilities
5 Current 18,018 18,088 70
liabilities
6 Cash flows from 16,493 10,841 (5,652)
operating
activities
7 Cash flows from (30,242) (23,931) 6,311
investing
activities
8 Cash flows from 23,267 22,598 (669)
financing
activities
9 Balance at 1 24,008 24,007 (1)
March 2006
10 Issue of share 55,385 55,384 (1)
capital
11 Balance at 1 90,707 90,705 (2)
March 2007
12 Issue of share 33,667 33,668 1
capital
13 Increase in 310 3,503 3,193
minority interest
on business
combination
14 Balance at 29 127,105 130,297 3,192
February 2008
Item 1 and 2 is the re-classification of a loan to an associate company
from non-current assets to current assets. Item 3, 4, 5, 13 and 14 relates
to the re-classification of loans from minority shareholders to equity and
current liabilities. Changes to the cash flow, items 6, 7 and 8 are a
result of the reclassifications in the balance sheet and further
reallocation of cashflows.
4. Basis of preparation and accounting policies
These audited abridged annual financial statements have been compiled in
accordance with International Financial Reporting Standards, and the
disclosure requirements in terms of IAS 34. The accounting policies and
critical accounting estimates and judgements applied to these financial
statements are consistent with those applied for the year ended 28 February
2007, unless stated otherwise.
The unmodified audit reports of PKF (PE) Inc on the annual financial
statements for the year ended 29 February 2008 and the audited abridged
annual financial statements contained herein are available for inspection
at the registered office of the Company.
5. Notice of the Annual General Meeting
Notice is hereby given that the Annual General Meeting of the members of
the Company will be held at 15 Mangold Street Port Elizabeth, on 26 June
2008 at 11h00, to transact the business as stated in the Notice of the
Annual General Meeting which is included as part of the Annual Report
released today.
6. Selected explanatory notes:
Share capital
On 8 August 2007 the Company issued 6 000 000 ordinary shares of R0,0001
each. The issue was by way of a private placement. The total premium on the
share issue, less share issue expenses, amounted to R33 667 284.
During the period August to October 2007 the company repurchased 852,616 of
its own shares. These shares were subsequently delisted and cancelled.
Material subsequent events
On 1 March 2008 the company purchased a 60% interest in Entrepreneurs
Survival Solutions (Pty) Ltd ("ESS"). The acquisition was done by way of a
subscription for shares (13%) and by way of a sale of share (47%) from the
existing shareholders. The total consideration payable is R7,8 million. The
transaction is subject to certain conditions being met in respect of the
audited annual financial statements for the year ended 29 February 2008,
which at the date of publication of this report had not yet been finalised.
Property, plant and equipment
During the current period, property was acquired at a cost of R4,8 million
which has been partly financed by an Absa bond and the balance by the
Company`s cash resources.
Inventory
During the year the Group adopted a new accounting policy for the
measurement of work in progress. The Group has implemented a new customer
management system, which enables management to measure the extent of
deferred cost. The cost of work in progress comprises all direct cost and
attributable overheads incurred in work performed which relates to revenue
which has not yet met the Group`s revenue recognition criteria. The costs
are recognised in the income statement in the period that the related
revenue is recognised. Work in progress is measured at the lower of cost
and net realisable value.
Dividends
The directors of IQuad are pleased to announce that they have declared a
final dividend of 20 cents per share (interim 10 cents) on 27 March 2008.
The final dividend was paid on 21 April 2008 with a record date of 18 April
2008.
Segment report
The Group is divided into four main operational segments:
- Investment Incentives
- Global Trade Services (previously Treasury Risk Management)
- Business Development (previously Business Optimisation)
- Verification Services
Segment Segment Segment
revenue profit assets
before
taxation
Segment reports: R`000 R`000 R`000
For the period ended 29
February 2008
Investment incentives 34,787 16,632 17,569
Global trade services 20,473 6,378 19,028
Business development 1,226 (611) 13,924
Verification services 5,867 2,887 4,774
62,353 25,286 55,295
For the period ended 28
February 2007
Investment incentives 26,478 11,234 13,112
Global trade services 17,915 6,618 10,494
Business development 813 9 500
Verification services 2,430 1,117 2,209
47,636 18,978 26,315
29 Feb 08 28 Feb 07
Reconciliation of segment R`000 R`000
profit
Total segment profit before 25,286 18,978
taxation
Unallocated losses (267) (979)
Net profit before taxation 25,019 18,009
Note: The segment report as published in the SENS announcement on 27 March
2008, disclosed the holding company as a separate segment. This segment has
been removed in the audited annual financial statements. We believe that
the segment information presented above is more informative and aligned to
management reporting. The segment revenue for the holding company as
previously reported was (R`000): Segment revenue - internal customers
5,260; Segment profit before taxation 16,215; Segment assets 121,151.
The Group has changed the composition of its reportable segments to
correspond with the change in internal management reporting segments.
Previously the investment incentives, business development and verification
services segments were grouped together as a single segment, namely
`consulting`. The comparative information has been restated.
Related party transactions
The following transactions were carried out with related parties during the
year:
2008R`000 2007R`000
Consulting fee income - associates 885 -
Management fee expense - major 101 180
shareholder
Other operating expenses - 122 -
associates
Other operating expenses - related 17 -
party of key personnel
Business combinations
During the year the Group acquired a controlling interest in a number of
companies as follows:
On 1 March 2007 the Group acquired 74.9% of the issued shares of IQuad
Global Finance Solutions (Pty) Ltd for R90 cash. On the same day IQuad
Global Finance Solutions (Pty) Ltd acquired 57.5% of the issued shares in
Forex Management Specialists (Pty) Ltd, a company registered in Australia,
for R13,481 cash. Goodwill on this transaction is attributable to the
expertise and skills in the company already proven valuable in South
Africa.
On 1 March 2007 the Group acquired the remaining 40% minority interest of
an existing subsidiary, namely Indevco Business Consultants (Human Capital)
(Pty) Ltd, for a cash consideration of R131,243. The purchase consideration
was provisionally determined and will be finalised once the financial
statements of the company are approved. Goodwill that arose is attributable
to the potential revenue earning ability of the company.
On 1 May the Group acquired a 94,9% interest in the issued shares of IQuad
Technologies (Pty) Ltd for R9,318,610 in cash. IQuad Technologies (Pty) Ltd
owns a 30% interest in Global Vision Information Technology (Pty) Ltd. An
amount of goodwill arose on the transaction which can be attributed to the
support offered by Iquad Technologies (Pty) Ltd to the Group.
On 1 January 2008, the Group purchased a 50% controlling interest in IDEC
Consulting Services (Pty) Ltd for a cash consideration of R2,640,422.
Goodwill arose as a result of the increased national footprint which the
transaction enabled.
The book and fair values of the net assets acquired, the consideration paid
and goodwill arising on these transactions were:
IDEC IQuad Other Total
Consultin Techno-
g logies
Services (Pty) Ltd
(Pty) Ltd
R`000 R`000 R`000 R`000
Property plant and 58 - 217 275
equipment
Intangible assets - 158 158
Investments in - 9,809 80 9,889
associates
Trade and other 58 - 1,590 1,648
receivables
Cash and cash 412 - 49 461
equivalents
Minority interest (Note) - (500) (2,118) (2,618)
Long-term liabilities (528) - - (528)
Trade and other payables - - (234) (234)
Net assets acquired - 9,309 (258) 9,051
Goodwill 2,640 10 403 3,053
Purchase consideration 2,640 9,319 145 12,104
Cash and cash (411) - (50) (461)
equivalents
Cash out/(in)flow on 2,229 9,319 95 11,643
acquisition
The following results were earned since acquisition:
Revenue 820 286 363 1,469
Profits/(losses) after 208 (44) (2,637) (2,473)
tax
Note: As a result of the reclassification of shareholders loans from long
term liabilities to equity, minority interests was previously reported
(R`000) as (309) and long term liabilities as (2,836).
Had all transactions occurred at 1 March 2007, the Group would have
recognised revenue of R66,454,222 and profit attributable to equity
shareholders of R18,434,671. The amounts include the results of the
acquired companies, depreciation and amortisation of the acquired fixed
assets and intangible assets recognised on acquisition. The information is
provided for comparative purposes only and does not necessarily reflect the
actual results that would have occurred, not is it necessarily indicative
of the future results from operations of the combined companies.
It is impracticable to disclose the fair values of the net assets acquired
and goodwill arising on the acquisition of Entrepreneurs Survival Solutions
(Pty) Ltd (ESS), as up to the date of this report the financial statements
of ESS had not yet been finalised.
2 June 2008
Registered office: 5 Mangold Street, Newton Park, Port Elizabeth, 6045
Directors: TB Hayter (CEO), A Da Costa (Chairman)#*, P Malan #, DM Edwards,
JM Whittle, FJ Botha, KK Combi #, PAG Wiese#.
# Non executive * Independent Alternative to DE Edwards
Transfer Secretaries: Computershare Investor Services(Pty)Ltd
Auditors: PKF PE Inc
Designated Advisor: PSG Capital (Pty) Ltd
Date: 02/06/2008 17:15:01 Produced by the JSE SENS Department.
The SENS service is an information dissemination service administered by the
JSE Limited (`JSE`). The JSE does not, whether expressly, tacitly or
implicitly, represent, warrant or in any way guarantee the truth, accuracy or
completeness of the information published on SENS. The JSE, their officers,
employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature,
howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.
| Profile Group (Pty) Ltd. has taken care in preparing all information on this website, but does not accept any liability for errors or out-of-date information. | |||||||||||||
| Other Profile Group sites: FundsData Online (unit trust data) | Profile Group corporate site | |||||||||||||
| [ Terms of Use | Privacy Policy | PAIA manual | FAQs/Help | Site Map | © Copyright Reserved 2026 ] | |||||||||||||
|
|||||||||||||
