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Tue 3 Mar 2009, 8:00 DGC - DigiCore - Unaudited Interim Group Results For The Six Months Ended 31
DGC
DGC                                                                             
DGC - DigiCore - Unaudited Interim Group Results For The Six Months Ended 31    
December 2008                                                                   
DIGICORE HOLDINGS LIMITED                                                       
Registration number 1998/012601/06                                              
JSE code: DGC & ISIN: ZAE000016945                                              
("DigiCore" or "the company" or "the group")                                    
Unaudited interim group results for the six months ended 31 December 2008       
Operating profit margin UP 2%                                                   
Attributable earnings UP 13%                                                    
Headline earnings per share UP 12%                                              
Commentary                                                                      
The DigiCore board is satisfied to announce a reasonable performance in most of 
our divisions and subsidiaries for the six months ended 31 December 2008.       
The Group has managed to increase earnings per share by 12% to 26.3 cents per   
share despite a dramatic downturn in the world economy and global new vehicle   
sales slowing down during the interim period.                                   
Our South African businesses have performed very well, and compensates to an    
extent for the decline in exports. This confirms the importance of the earlier  
strategies adopted in geographical, market and product diversification.         
It can be seen from the performance of the United Kingdom and European          
subsidiaries that they were more affected by the global financial crisis than   
our business in South Africa. We have however seen an improvement in European   
sales during the first two months of the new year.                              
Financial Results                                                               
Although turnover for the six months decreased by 7% from R309 million to R288  
million for the period, we have managed to increase our operating profit margin 
by 2% from 25% in 2007 to 27% in 2008.                                          
This is mainly due to higher gross profit percentages achieved on the Groups    
annuity based income streams, which now constitute 40% of our total revenue     
opposed to 27% in the comparative period.                                       
The revenue for 2007 also included the fulfilment of part of the SAPS tender,   
for which no hardware revenue was included in the current reporting period. The 
fulfilment of the next order will only be forthcoming in the second half of     
the current year.                                                               
Cash and cash equivalents decreased from R108.4 million in June 2008 to R38.8   
million due to an increase in working capital and investments made (fixed       
assets and German subsidiary)                                                   
The working capital requirement increased by R52 million in the six months      
ended 31 December 2008. This was mainly due to increased stock levels in raw    
materials and finished goods being held for expected sales orders during our    
annual factory shutdown period, long advance ordering cycles for components and 
the slower demand from our distributor in Pakistan. The overstock of components 
will be reduced to more acceptable levels in the next few months as we are      
currently in the process to supply further units to the SAPS.                   
Local operations                                                                
Besides business from government tenders, the South African fleet management    
business performed very well and this afforded us higher gross profit margins,  
whilst overhead costs were contained. We have been pro-active in curbing costs  
in all areas of the business by creating plans to increase efficiencies and     
thus lowering costs per job completed.                                          
We have put an embargo on hiring new employees and have no current intentions   
to lay off any of our staff. We will redeploy our staff in our growing SVR      
division.                                                                       
A strategy to make ourselves more visible and accessible to the consumer was    
put in place in our C-track (SVR) division by opening our first flagship        
C-track fitment centre in Boksburg. Our brand building and other awareness      
initiatives will continue as it has proved to have laid the foundation for our  
future growth.                                                                  
Probably our most important achievement in the period has been                  
that our annuity income in these operations have grown significantly.           
Crime in South Africa, including vehicle theft, will probably not decline in    
the current economic and political situation. We are well placed to assist the  
public and insurance companies to retrieve their stolen vehicles due to our     
higher than 90% recovery rate. The launch of our new low-cost C-track Insure in 
October 2008 introduces a new product at a price affordable to all vehicle      
owners.                                                                         
International operations                                                        
The total number of units exported has declined by 60% compared to last year.   
This reduction is mainly due to the unstable political and economic situation   
in Pakistan. However these sales, mainly to the SVR market, were at low margins 
and the decrease has therefore not affected our profitability in the same       
proportion.                                                                     
Fleet management unit sales to Europe and UK are also substantially lower than  
last year. This is as a result of the previous reporting period including a     
large number of units for a tender in the UK which has not been Share of        
recognised income and expenses repeated in the current reporting period.        
However, as in the case of Pakistan, these sales were at lower margins,         
accordingly the decrease in profit has not been proportional.                   
Some good news is that unit sales to Nigeria grew by 68% for the period.        
Coincidentally, unit sales to Malaysia and Indonesia also grew by 68%, although 
from a low base.                                                                
In the current reporting period we concluded a deal to purchase the final 50%   
shareholding in DigiCore Deutschland, which now becomes a wholly owned          
subsidiary.                                                                     
The future                                                                      
The board is confident that we will have an improved second half of the         
financial year. We trust that we will continue the roll out of units on         
existing tenders in the second half of the year which should boost our Group    
Services performance. We are further cautiously optimistic that additional      
tenders will be won.                                                            
The fact that we own 100% of our Germany distributor and have opened our own    
office in France will allow us to grow these markets more rapidly in the next   
eighteen months.                                                                
We are also excited about our SVR business locally and internationally          
and intend to establish DigiCore as a global competitor in this market.         
New products and applications to be launched shortly also give us the           
confidence that we can maintain our position in the global market.              
In conclusion, our management teams across the group remain very positive that  
we can weather the current economic storms. Our strategy will be to cut costs   
without affecting longer term growth, preserve cash and seek opportunities      
developing due to the economic downturn in terms of new markets and possible    
acquisitions.                                                                   
For and on behalf of the board                                                  
NA Gasa                       NH Vlok                                           
Chairman                      Chief Executive Officer                           
3 March 2009                                                                    
Abridged Consolidated Balance Sheet                                             
As at           As at           As at      
                               31 Dec 2008     31 Dec 2007     30 Jun 2008      
                                     R`000           R`000           R`000      
                               (Unaudited)     (Unaudited)       (Audited)      
Assets                                                                          
Non-current assets                  268 662         163 582         222 199     
Property, plant and equipment        86 948          46 177          50 053     
Intangible assets - Goodwill        159 611         108 874         156 917     
Investments                          10 891           2 903           3 506     
Deferred tax                         11 212           5 628          11 723     
Current assets                      331 750         286 110         401 935     
Inventories                         102 077          88 050          89 974     
Trade and other receivables         190 845         150 607         198 059     
Current tax receivable                                                5 496     
Cash and cash equivalents            38 828          47 453         108 406     
Total assets                        600 412         449 692         624 134     
Equity and liabilities                                                          
Capital and reserves                492 906         343 345         464 756     
Equity attributable to ordinary                                                 
shareholders                        480 808         331 404         455 124     
Share capital and premium            62 920          52 322          44 635     
Distributable reserves               40 671           7 553          59 043     
Retained income                     377 217         271 529         351 446     
Minority interest                    12 098          11 941           9 632     
Non-current liabilities              47 573          22 272          27 321     
Interested bearing borrowings        47 573          22 272          26 809     
Deferred tax                              -               -             512     
Current liabilities                  59 933          84 075         132 057     
Current portion of long-term                                                    
borrowings                            9 408           5 446           6 998     
Provisions and accruals               9 049           8 769          20 060     
Taxation                              8 180          18 423          19 374     
Trade and other payables             33 296          51 437          85 625     
Total liabilities                   600 412         449 692         624 134     
Net asset value per share                                                       
(cents)                               223.4           155.0           212.8     
Abridged Consolidated Income Statement                                          
                                                Six months                      
                                                     ended                      
                                               31 Dec 2008               %      
R`000                                           (Unaudited)          growth     
Revenue                                             287 873             (7)     
Cost of sales and operating expenses                209 028                     
Net operating profit for the period                  78 845                     
Investment income                                     1 785                     
Finance costs                                         (719)                     
Net income from equity accounted                                                
investments                                               -                     
Profit before taxation                               79 911               2     
Income tax expense                                 (23 198)                     
Net profit after tax                                 56 713               6     
Attributable to:                                                                
Minority interest                                     2 466                     
Equity holders of the parent                         54 247              13     
Number of ordinary shares in issue (`000)           215 264                     
Weighted average number of ordinary                                             
shares in issue (`000)                              206 180                     
Fully diluted number of ordinary                                                
shares in issue (`000)                              217 669                     
Basic earnings per share (cents)                       26.3              12     
Headline earnings per share (cents)                    26.0              12     
Fully diluted earnings per share (cents)               24.9              11     
Fully diluted headline earnings per share                                       
(cents)                                                24.7              11     
Interim dividend per share (cents)                      6.0                     
Final dividend per share (cents)                                                
Reconciliation between basic to                                                 
headline earnings:                                                              
Attributable earnings                                54 247                     
Profit on disposal of fixed asset                     (560)                     
Headline earnings                                    53 687              13     
                                                Six months            Year      
ended           ended      
                                               31 Dec 2007     30 Jun 2008      
R`000                                           (Unaudited)       (Audited)     
Revenue                                             309 246       684   790     
Cost of sales and operating expenses              (230 641)     (480   688)     
Net operating profit for the period                  78 605       204   102     
Investment income                                       790         3   016     
Finance costs                                       (1 353)       (4   123)     
Net income from equity accounted                                                
investments                                               -             128     
Profit before taxation                               78 042         203 123     
Income tax expense                                 (24 457)        (56 875)     
Net profit after tax                                 53 585         146 248     
Attributable to:                                                                
Minority interest                                     5 777           5 768     
Equity holders of the parent                         47 808         140 480     
Number of ordinary shares in issue (`000)           213 865         213 865     
Weighted average number of ordinary                                             
shares in issue (`000)                              203 444         204 527     
Fully diluted number of ordinary                                                
shares in issue (`000)                              213 865         218 676     
Basic earnings per share (cents)                       23.5            68.7     
Headline earnings per share (cents)                    23.3            64.7     
Fully diluted earnings per share (cents)               22.4            64.2     
Fully diluted headline earnings per share                                       
(cents)                                                22.2            60.5     
Interim dividend per share (cents)                      6.0             6.0     
Final dividend per share (cents)                                       13.0     
Reconciliation between basic to                                                 
headline earnings:                                                              
Attributable earnings                                47 808         140 480     
Profit on disposal of fixed asset                     (423)         (8 210)     
Headline earnings                                    47 385         132 270     
Abridged Consolidated Cashflow Statement                                        
                               Six months      Six months             Year      
                                    ended           ended            ended      
31 Dec 2008     31 Dec 2007     30 June 2008      
R`000                          (Unaudited)     (Unaudited)        (Audited)     
Cash flows from operating                                                       
activities                        (36 315)           8 937           82 277     
Cash generated from operating                                                   
activities                          19 991          50 011          179 920     
Net investment income                1 066           (563)          (1 341)     
Tax paid                           (28 896)        (22 772)         (65 808)    
Dividends paid                     (28 476)        (17 739)         (30 494)    
Cash flows from                                                                 
investing activities               (56 350)        (12 453)         (24 361)    
Cash flows from financing                                                       
activities                           23 087         (8 274)          (8 753)    
(Decrease)/increase in cash                                                     
and cash equivalents                                                            
for the period                     (69 578)        (11 790)           49 163    
Cash and cash equivalents at                                                    
the beginning                                                                   
of the period                      108 406          59 243           59 243     
Cash and cash equivalents at                                                    
end of the period                   38 828          47 453          108 406     
Statement of changes in equity                                                  
                               Six months      Six months             Year      
                                    ended           ended            ended      
31 Dec 2008     31 Dec 2007     30 June 2008      
Share capital and premium                                                       
Share capital and premium at                                                    
the beginning of the period         44 635          13 368           13 368     
Movement in Treasury shares          (251)             219         (49 976)     
Arising on shares issued for                                                    
the share trust                          -               -           42 508     
Arising on shares issued for                                                    
purchase of Digicore Ltd            18 536               -                -     
Arising on shares issued for                                                    
purchase of                                                                     
Digicore Europe BV                       -          38 735           38 735     
Share capital and premium at                                                    
the end of the period               62 920          52 322           44 635     
Distributable reserves                                                          
Foreign currency translation                                                    
reserve                                                                         
Balance at beginning of period      15 602           1 822            1 822     
Arising during current period          749           3 326           13 780     
Balance at end of period            16 351           5 148           15 602     
Equity-settled share-based                                                      
payment reserve                                                                 
Balance at beginning of period       5 200             711              711     
Employee share option scheme             -               -            (637)     
Arising during current period            -           1 694            5 126     
Balance at end of period             5 200           2 405            5 200     
Equity instrument to be issued                                                  
Balance at beginning of period      38 241               -                -     
Shares to be issued in respect                                                  
of Digicore Ltd                                                                 
transaction                       (19 121)               -           38 241     
Balance at end of period            19 120               -           38 241     
Distributable reserves at end                                                   
of period                           40 671           7 553           59 043     
Retained Income                                                                 
Retained income at the                                                          
beginning of period                351 446         241 460          241 460     
Movement in attributable                                                        
earning during the period           54 247          47 808          140 480     
Dividends aid during the period   (28 476)        (17 739)          (30 494)    
Retained income at the end of                                                   
the period                         377 217         271 529          351 446     
Minority Interest                                                               
Balance at beginning of period       9 632           6 164            6 164     
Movement through business                                                       
combinations                             -               -          (2 300)     
Share of recognised income and                                                  
expenses                             2 466           5 777            5 768     
Minority interest at the end                                                    
of the period                       12 098          11 941           9  632     
Segmental Report                                                                
R`000                          31 Dec 2008     31 Dec 2007     30 June 2008     
Revenue                                                                         
SA Distribution                    190 207         171 262          431 498     
Foreign Distribution                79 293          99 733          197 321     
Product development and                                                         
manufacturing                       99 960         140 691          294 120     
Group Services                       4 390           1 753           15 254     
                                  373 850          41 339          938 193      
Elimination                        (85 977)      (104 193)         (253 403)    
287 873         309 246          684 790      
Operating profit                                                                
SA Distribution                    30  214          20 495           43 307     
Foreign Distribution               16  466          22 584           50 624     
Product development and                                                         
manufacturing                      35  023          39 838           99 663     
Group Services                      (2 858)         (6 012)          10 508     
Net finance costs                   1 066            1 137           (1 107)    
Income from equity accounted                                                    
investments                              -               -              128     
Profit before taxation              79 911          78 042          203 123     
Notes to the abridged financial statements                                      
1. Basis of preparation and accounting policies                                 
The condensed consolidated interim financial statements set out in this report  
have been prepared in accordance and comply with International Financial        
Reporting Standards and are presented in terms of disclosure requirements set   
out in IAS 34 - Interim Financial Reporting, the Companies Act, 1973 (as        
amended) and the JSE Limited Listings Requirements.                             
The interim financial statements are based on appropriate accounting policies,  
consistently applied with those used in the Annual financial statements for the 
year ended 30 June 2008, which are supported by reasonable and prudent          
judgements and estimates.                                                       
These interim financial results have not been audited or reviewed.              
2. Property, plant and equipment                                                
The significant growth in property, plant and equipment is due to the purchase  
of new premises to replace the Head Office which was expropriated last year.    
The total purchase price of the buildings is R34.6 million.                     
A bond facility of R30 million with Absa Bank is in place to part fund the      
purchase of the buildings.                                                      
3. Goodwill                                                                     
Goodwill during the year increased by R39.9 million through the purchase of the 
49.9% shareholding in DigiCore Limited from minorities. A further R9.6 million  
increase relates to the revaluation of the goodwill reported in foreign         
currency held in DigiCore Europe BV.                                            
4. Share capital, share premium and reserves                                    
During the reporting period 1 398 843 shares were issued as part payment after  
the profit warranty for the DigiCore Limited share purchase from minorities was 
met for the year ended 30 June 2008.                                            
The equity reserve was reduced by R19.1million during the reporting period as a 
result of the issue of the shares for the profit warranty being met.            
The balance of the 2 405 078 shares that were issued were repurchased in the    
market.                                                                         
5. Income tax expense                                                           
The effective tax rate of 29% (2007: 31%) includes a Secondary Tax on Companies 
(STC) charge on the final and interim dividends declared and paid during the    
years ended 30 June 2008 and 30 June 2007.                                      
6. Earnings per share                                                           
The difference between the total number of shares in issue and the weighted     
number of shares in issue relates to treasury shares, held by the share trust   
for share options given to employees that will convert in the future and        
treasury shares bought back to be re-issued subsequent to year-end as part      
payment for the DigiCore Deutschland vendor liabilities, as well as, shares     
issued during the reporting period in part payment for the purchase of the      
balance of shareholding in DigiCore Ltd (UK) from the minorities.               
Post-balance sheet events                                                       
The acquisition and issuing of the shares for the acquisition of the remaining  
50% shareholding in DigiCore Deutschland from the minorities was only finalized 
after the period end.                                                           
Except for the matter mentioned above, there have been no significant events    
subsequent to year-end and up to the date of this report, that would require    
adjustment or further disclosure.                                               
Corporate Governance                                                            
The group endorses the Code of Corporate Practice and Conduct as set out in the 
King Committee Report on Corporate Governance in South Africa (2002).           
Nature of business                                                              
DigiCore is a leading provider of innovative Mobile Asset Tracking, Management  
and Information Solutions for vehicle owners, globally.                         
We supply superior vehicle tracking solutions ranging from a basic track and    
trace product used to recover stolen vehicles (although still being interactive 
with the client), to complete integrated enterprise level solutions for large   
fleet owners such as the Royal Mail (UK), the South African Police Service,     
eThekwini Metro, BHP Billiton (global) and many others.                         
Board of directors                                                              
Prof Ben Marx joined the board of directors on 3 November 2008 as an            
independent non-executive director.                                             
He has also been appointed as the Chairman of the audit and risk committee.     
Dividend announcement                                                           
In line with company policy, the board has declared an interim dividend of 6    
cents per share (2007: 6 cents per share).                                      
Payment will be made on Monday, 30 March 2009 to shareholders recorded in the   
register on Friday, 27 March 2009. The last day to trade to qualify for the     
dividend will be Friday, 20 March 2009 and the shares will be traded            
ex-dividend from Monday, 23 March 2009.                                         
Share certificates may not be dematerialised or rematerialised between Monday,  
23 March 2009 and Friday, 27 March 2009.                                        
Registered office                                                               
DigiCore Building, Regency Office Park                                          
9 Regency Drive, Route 21 Corporate Park                                        
Irene Ext 30, Centurion, South Africa                                           
(PO Box 68270, Highveld Park, 0169)                                             
Tel: +27 12 450 2222 Fax: +27 12 450 2497                                       
Transfer secretaries                                                            
Computershare Investor Services (Pty) Limited                                   
70 Marshall Street, Johannesburg, 2001                                          
(PO Box 61051, Marshalltown, 2107)                                              
Sponsor                                                                         
PSG Capital (Pty) Limited                                                       
Auditors                                                                        
PKF (Pta) Incorporated                                                          
Directorate                                                                     
NA Gasa* (Chairman), NH Vlok (Chief Executive Officer), SR Aberdein,            
D du Rand, BC Esterhuyzen*, BS Khuzwayo*, B Marx*, SS Ntsaluba*,                
BJ Richards#, MD Rousseau, FJ SchindehA1/4tte                                   
* Non-executive # British                                                       
Company secretary                                                               
DA Nieuwoudt                                                                    
Website                                                                         
www.digicore.com                                                                
www.ctrack.com                                                                  
Date: 03/03/2009 08:00:05 Produced by the JSE SENS Department.                  
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