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Wed 11 Nov 2009, 8:00 ATR - Africa Cellular Towers Limited - Reviewed Interim Results for the Six
ATR
ATR                                                                             
ATR - Africa Cellular Towers Limited - Reviewed Interim Results for the Six     
Months Ended 31 August 2009 And Withdrawal Of The Cautionary Announcement       
AFRICA CELLULAR TOWERS LIMITED                                                  
(Incorporated in the Republic of South Africa)                                  
(Registration number 2000/027374/06)                                            
JSE code: ATR & ISIN: ZAE000088084                                              
("ACTOWERS" or "the company" or "the Group")                                    
REVIEWED INTERIM RESULTS FOR THE SIX MONTHS ENDED 31 AUGUST 2009 AND            
WITHDRAWAL OF THE CAUTIONARY ANNOUNCEMENT                                       
Condensed Consolidated Statement of Comprehensive Income                        
                                       Reviewed       Reviewed      Audited     
6 months       6 months    12 months     
                                         August         August     February     
                                           2009           2008         2009     
                                          R`000          R`000        R`000     
Revenue                                  149 752        238 531      505 408    
Gross profit                              19 152         75 309       99 631    
Other income                                 984            913        1 645    
Operating expenses                      (30 879)       (28 450)     (71 717)    
Trading (loss)/profit                   (10 743)         47 772       29 559    
(Loss)/profit on foreign exchange                                               
differences                             (19 103)          1 914       35 315    
Gain on disposal of fixed assets              19              -          145    
Impairment of goodwill (1)               (6 194)              -            -    
Operating (loss)/profit before                                                  
interest, taxation, depreciation and                                            
amortisation                            (36 021)         49 686       65 019    
Depreciation and amortisation            (2 459)        (2 241)      (4 934)    
(Loss)/profit before interest and                                               
taxation                                (38 480)         47 445       60 085    
Net interest (paid)/received             (7 623)          7 708       12 612    
(Loss)/profit before taxation           (46 103)         55 153       72 697    
Taxation                                 (2 151)       (18 461)     (21 438)    
(Loss)/earnings attributable to                                                 
ordinary shareholders                   (48 254)         36 692       51 259    

Other comprehensive income                                                      
                                                                                
Exchange differences arising on                                                 
translation of                                                                  
foreign operations                                                              
                                       (16 561)             21      (7 722)     
Available for sale financial assets                                             
34             27          114     
Other comprehensive (loss)/income for                                           
the year                                                                        
(net of tax)                            (16 527)             48      (7 608)    
Total comprehensive (loss)/income for                                           
the year                                (64 781)         36 740       43 651    
Reconciliation of headline earnings:                                            
(Loss)/earnings attributable to                                                 
ordinary shareholders                   (48 254)         36 692       51 259    
Adjusted for:                                                                   
Profit on sale of property, plant and                                           
equipment                                   (19)              -        (145)    
Impairment of goodwill                     6 194              -            -    
Headline (loss)/earnings attributable                                           
to ordinary shareholders                (42 079)         36 693       51 114    
Weighted average shares in issue on                                             
which earnings per share are based                                              
(2)   (`000)                             356 055        253 772      261 889    
Fully diluted weighted average shares                                           
in issue (`000)                          357 950        261 055      267 409    
(Loss)/earnings per share (cents)                                               
                                         (13.6)           14.4         19.6     
Headline (loss)/earnings per share                                              
(cents)                                   (11.8)           14.4         19.5    
Fully diluted (loss)/earnings per                                               
share (cents)                             (13.5)           14.1         19.2    
Fully diluted headline                                                          
(loss)/earnings per share (cents)         (11.8)                                
14.1         19.1     
Notes:                                                                          
1    Impairment of goodwill of R6.2 million relating to JK Shelters (Pty) Ltd   
    to net asset value.                                                         
2.   The company placed 9 550 000 ordinary shares at 210 cents per share in     
    August 2008 for cash with an international institution, and 92 733 300      
    ordinary shares at 125 cents per share with Tiso Telecom (Pty) Limited      
    ("Tiso Telecom") on 16 February 2009.                                       
Condensed Consolidated Statement of Financial Position                          
                                            Reviewed   Reviewed    Audited      
                                              August     August   February      
                                                2009       2008       2009      
R`000      R`000      R`000      
ASSETS                                                                          
Non-current assets                             84 939     72 272     87 753     
Property, plant and equipment                  52 402     35 713     48 035     
Goodwill                                       27 032     33 227     33 227     
Intangible assets                                 214        522        366     
Other financial assets                              -      1 093          -     
Deferred taxation                               5 291      1 717      6 125     

Current assets                                336 596    348 613    400 675     
Inventories                                    34 688     67 682     43 019     
Other financial assets                          1 019          -      1 572     
Construction contracts and receivables                                          
                                              88 481     52 096     87 881      
Trade and other receivables                   123 175    177 792    158 338     
Cash and cash equivalents                      89 233     51 043    109 865     

Total assets                                  421 535    420 885    488 428     
                                                                                
EQUITY AND LIABILITIES                                                          
Equity and liabilities                                                          
Equity and reserves                           320 221    263 368    384 321     
Share capital                                 218 315    103 591    217 633     
Reserves                                     (24 072)        112    (7 544)     
Retained earnings                             125 978    159 665    174 232     
                                                                                
Non-current liabilities                        29 306     17 144     26 204     
Installment sale obligation                    23 385     11 504     19 649     
Mortgage bond                                   5 921      5 640      6 555     
                                                                                
Current liabilities                            72 008    140 373     77 903     
Loans from vendors                                  -        400          -     
Current taxation payable                        9 115     16 247     15 481     
Current portion of installment sale                                             
obligation                                      3 454      3 741      7 447     
Trade and other payables                       59 435    119 094     54 964     
Current portion of mortgage bond                    4        891          -     
                                                                                
Total equity and liabilities                  421 535    420 885    488 428     
                                                                                
Shares in issue at period end (`000)          370 287    276 722    369 887     
Net asset value per share (cents)                86.5      100.0      103.9     
Net tangible asset value per share                                              
(cents)                                          79.1       87.2       94.8     
Condensed Group Statements of Changes in Equity                                 
                            Share     Foreign   Revalua  Retained     Total     
                          capital    currency      tion  earnings    equity     
                              and     transla   reserve     R`000     R`000     
premium        tion     R`000                         
                            R`000     reserve                                   
                                        R`000                                   
                                                                                
Balance 1 March 2008        82 467        (67)       130   122 973   205 503    
Changes in equity:                                                              
Share capital issued             6                                         6    
Share premium                                                                   
20 054                                    20 054     
Share-based payment                                                             
reserve                      1 064                                     1 064    
Revaluation of                                                                  
financial assets                                      27                  27    
Foreign currency                                                                
translation                                 21                            21    
Profit for the year                                         36 692    36 692    
Balance 31 August 2008     103 591        (46)       157   159 665   263 367    
                                                                                
Balance 1 March 2009       217 633     (7 788)       244   174 232   384 321    
Changes in equity:                                                              
Share capital issued                                                            
Share premium                                                                   
Share-based payment                                                             
reserve                        682                                       682    
Revaluation of                                                                  
financial assets                                      34                  34    
Foreign currency                                                                
translation                           (16 562)                      (16 562)    
Profit for the year                                       (48 254)  (48 254)    
Balance at 31 August                                                            
2009                       218 315    (24 350)       278   125 978   320 221    
Condensed Group Cash Flow Statements                                            
Reviewed   Reviewed    Audited       
                                           6 months   6 months  12 months       
                                             August     August   February       
                                               2009       2008       2009       
R`000      R`000      R`000       
                                                                                
Cash flows from operating activities                                            
before working capital changes                                                  
45 569     34 058   (60 664)       
Working capital movement                    (57 753)        936     47 366      
Cash flows from operating activities                                            
                                           (12 184)     34 994   (13 298)       
Cash flows from investing activities                                            
                                            (6 432)    (2 623)    (3 904)       
Cash flows from financing activities                                            
                                            (2 016)     18 595    126 990       
Change in cash and cash equivalents                                             
                                           (20 632)     50 966    109 788       
Cash and cash equivalents at beginning of                                       
period                                       109 865         77         77      
Cash and cash equivalents at end of                                             
period                                        89 233     51 043    109 865      
                                                                                
Note:                                                                           
Cash and cash equivalents at 31 August 2009 include cash balances of R108.4     
million (2008: R51.0 million) and a bank overdraft of R19.2 million (2008:      
R0.26 million)                                                                  
Segmental Reporting                                                             
Reviewed     Reviewed        Audited    
                                        6 months     6 months      12 months    
                                          August       August       February    
                                            2009         2008           2009    
R`000        R`000          R`000    
Gross revenue                                                                   
Cellular Towers                           129 480      218 225        417 545   
Power Lines                                 6 523        3 050         15 516   
Equipment Shelters                          8 666       37 667         74 464   
Fibre Optics                                5 083            -              -   
Inter segment eliminations                      -     (20 411)        (2 117)   
                                         149 752      238 531        505 408    
Trading (loss)/profit                                                           
Cellular Towers                           (3 319)       39 627         21 678   
Power Lines                                 2 234      (1 511)        (2 609)   
Equipment Shelters                        (7 406)        9 656         10 490   
Fibre Optics                             ( 2 252)            -              -   
                                        (10 743)       47 772         29 559    
Profit before interest and taxation                                             
Cellular Towers                          (21 984)       39 395         45 482   
Power Lines                                 1 742      (1 545)        (2 667)   
Equipment Shelters                       (15 986)        9 595         17 270   
Fibre Optics                              (2 252)            -              -   
                                        (38 480)       47 445         60 085    
Depreciation and impairment                                                     
Cellular Towers                           (1 789)      (2 084)        (4 630)   
Power Lines                                 (492)         (34)           (58)   
Equipment Shelters                        (6 372)        (123)          (246)   
Fibre Optics                                    -            -              -   
                                         (8 653)      (2 241)        (4 934)    
OVERVIEW                                                                        
This past six months, ended 31 August 2009 ("financial period"), have been      
the most challenging trading period in ACTOWERS` history. The results were      
impacted primarily by three major factors, namely the continued deterioration   
in the global and local economy, the strengthening of the Rand against the US   
Dollar and the continued decline in the steel price over the reported period.   
Although the demand for the supply of cellular towers is still high in          
Africa, as evidenced by the growth in cellular users in the respective          
countries and international independent industry reports, cellular operators    
delayed issuing contracts for new projects due, inter alia, to the tightening   
of funding resources as a result of the global economic turmoil. ACTOWERS       
initially believed that the sectors in which the company operates would not     
be materially impacted by the global recession but unfortunately, this has      
not been the case and ACTOWERS experienced a decline in orders from cellular    
operators inAfrica. The roll-out of the anticipated Eskom projects has also     
been postponed and this, in turn, impacted negatively on the company`s Power    
Lines Division.                                                                 
Approximately 98% of ACTOWERS` revenue is still derived from exports into       
Africa. The Rand at 28 February 2009 peaked at around R10.00 to the US          
Dollar. During the 2009 financial year, the weaker Rand sheltered ACTOWERS`     
revenue against the effect of the decrease in the steel price. However, the     
South African currency strengthened against the US Dollar during this period    
and dropped to around R7.25 to the the US Dollar (a 27.5% movement) and at 31   
August 2009 closed at around R7.80 to the US Dollar.                            
The steel price continued its decline and at 31 August 2009 steel traded at     
approximately R6,500 per ton (31 August 2008: R10,675 per ton). This            
represents a 39.1% decline in the steel price since 31 August 2008. As steel    
contributes approximately 60% to 70% of the total input costs of the lattice    
towers, the steel price is an important cost component for the Group.           
These three factors contributed to the poor operational performance of the      
Group for the six months ended 31 August 2009.                                  
FINANCIAL RESULTS                                                               
Revenue decreased by 37.2% from R238.5 million in 2008 to R149.8 million,       
mainly as a result of fewer cellular contracts, the stronger Rand against the   
US Dollar and the weaker steel price.                                           
Gross profit decreased by 74.5% to R19.2 million (2008: R75.3 million), with    
gross profit margins declining from 31.6% to 12.8% in 2009. The decline in      
the gross profit margin can be attributed mainly to the increased competitive   
market and the weakening Rand against the US Dollar. As a result of projects    
being cancelled or delayed, ACTOWERS experienced greater competition in the     
market which put pressure on margins. Because suppliers of towers are           
experiencing pressure due to the amount of work available, supply terms         
(pricing and payment terms) have been dramatically adjusted by competitors      
which has put pressure on ACTOWERS` supply terms.                               
ACTOWERS reported a trading loss of R10.7 million for the six months ended 31   
August 2009 compared to a trading profit of R47.8 million in the comparative    
2008 period. Increased operating expenses were incurred to position and         
enable the company to secure opportunities in the Cellular Towers, Power        
Lines and Fibre Optic Divisions in future.  The Group has also improved its     
systems and controls and is now ISO9001 compliant.                              
Following the trading loss, the operating loss of R36.0 million (2008:          
operating profit of R49.7 million) is substantially as a result of the loss     
on foreign exchange differences totaling R19.1 million mainly relating to the   
collection of debtors. Of the R19.1 million loss on foreign exchange            
differences, R16.1 million relates to unrealised losses. For the period ended   
31 August 2008 and the year ended 28 February 2009, a respective profit on      
foreign exchange differences of R1.9 million and R35.3 million was recorded,    
which illustrates the severe impact of currency fluctuations on the results     
for the current financial period.                                               
As a result of the losses incurred by JK Shelters, Goodwill that was derived    
from the acquisition of JK Shelters, was impaired by R6.2 million to the net    
asset value of JK Shelters.                                                     
Net finance charges changed from net interest received of R7.7 million to net   
interest paid of R7.6 million for the current financial period. The net         
interest paid position is as a result of the IFRS adjustments.  The actual      
cash investment income amounted to R3.9million and the actual cash interest     
payment amounted to R2.9 million. There is a R2.2 million tax charge for the    
six months ended 31 August 2009.                                                
The long outstanding debtors remain a challenge and the company collected an    
additional R3.8 million of the long outstanding disputed debtors during the     
financial period.  ACTOWERS has appointed an agent who has been tasked with     
managing the long outstanding disputed debtor position and positive results     
are expected. Trade debtors declined by 24% to R114.7 million at 31 August      
2009 from R150.9 million at 28 February 2009. Debtor days have increased        
however from 109 days at the 2009 year end to 140 days at 31 August 2009,       
primarily as a result of lower revenue. The doubtful debt provision of R31.3    
million raised at year end is regarded as sufficient and no further             
provisions have been made.                                                      
DIVISIONAL REVIEW                                                               
Cellular Towers Division                                                        
The Cellular Towers Division`s performance was impacted by lower sales          
volumes, the stronger Rand and the weak steel price. As a result, revenue for   
this division decreased by 40.7% to R129.5 million (2008: R218.2 million) and   
trading profit decreased to a loss position of R3.3 million compared to a       
trading profit of R39.6 million for the comparable period.                      
Power Lines Division                                                            
The Power Lines Division reported revenue growth of 113.9% to R6.5 million      
from R3.1 million, which translates into a trading profit of R2.2 million for   
the financial period compared to a trading loss of R1.5 million in 2008. This   
division is yet to reach its full potential, however, its results have been     
negatively impacted as a result of the Eskom`s project delays   The Power       
Lines Division has been mandated on smaller, but specialised power line         
installation projects, as well as building test towers for other customers.     
The division has also undertaken sub-contractor projects to establish a         
credible track record in order to tender for large contracts going forward.     
Opportunities also exist to tender for contracts outside of South Africa.       
Equipment Shelters Division                                                     
This division delivered extremely disappointing results for the financial       
period with revenue decreasing by 77.0% to R8.7 million (2008: R37.7 million)   
and trading profit dropping from R9.6 million in 2008 to a trading loss of      
R7.4 million in the current financial period, mainly as a result of a           
decrease in demand caused by the economic slowdown which led to operators       
delaying projects. The strategy of this division is currently being reviewed    
to determine the way forward.                                                   
Fibre Optics Division                                                           
The company has expanded its product offering to the fibre optic market by      
introducing services to install fibre optic links in South Africa and also in   
other sub-Saharan countries.  For the financial period this division reported   
revenue of R5.1 million and an operating loss of R2.3 million.                  
PROSPECTS                                                                       
Tough economic trading conditions are expected to prevail in the year ahead     
and all indications are that the industries in which ACTOWERS operates will     
remain competitive in the near future which, in turn, will place ACTOWERS`      
results under pressure.                                                         
The environmental approvals for the galvanizing plant have been received, but   
in light of the current economic climate, all major capital expenditure has     
been placed on hold until market conditions improve.                            
ACTOWERS is well-placed to benefit from any improvement in both the             
telecommunications and power lines industries with its full turnkey offering    
of tower design, manufacture and installation solutions.                        
BASIS OF PREPARATION OF THE REVIEWED INTERIM RESULTS                            
Statement of compliance                                                         
The reviewed interim results have been prepared in accordance with the          
recognition and measurement criteria of International Financial Reporting       
Standards ("IFRS") and the presentation and disclosure requirements of IAS      
34, the JSE Limited Listings Requirements and the Companies Act 61 of 1973,     
as amended.  The auditors have followed the guidance provided in the            
International Standard on Review Engagements (ISRE) 2410 and Review Financial   
Statements of Interim Financial Information Performed,                          
Significant accounting policies                                                 
The same accounting policies, presentation and methods of computation have      
been followed in these reviewed interim results as were applied in the          
preparation of the Group`s financial statements for the year ended 28           
February 2009, except for the impact of the adoption of the Standards and       
Interpretations described below.                                                
IAS 1 (revised 2007) Presentation of Financial Statements                       
(effective for annual periods beginning on or after 1 January 2009)             
The revised Standard has introduced a number of terminology changes             
(including revised titles for the condensed financial statements) and has       
resulted in a number of changes in presentation and disclosure.  However, the   
revised Standard has had no impact on the reported results or financial         
position of the Group.                                                          
Basis of measurement                                                            
The condensed financial statements have been prepared on the historical cost    
basis except for certain financial instruments measured at fair value.          
Reclassification of accounts                                                    
The following reclassification of accounts was made in the 2009 financial       
year, and the comparative results for the 2008 financial year have been         
restated accordingly. Both were made to improve disclosure.                     
-    Following improved accounting and management reporting systems, certain    
operating expenses were reclassified from operating costs to cost of        
    sales.  The net effect of this reclassification was to reduce the           
    reported gross profit for the six months ended 31 August 2008 from R88.2    
    million to R75.3 million, and the gross profit margin from 37.2% to         
31.6%. Operating costs decreased from R41.9 million to R28.4 million;       
    and.                                                                        
-    Construction contracts were reclassified from inventory to construction    
    contracts and receivables to improve disclosure. The net effect of this     
reclassification on the relevant items as at 31 August 2008 balance         
    sheet is to reduce inventories from R119.7 million to R67.6 million, and    
    to reflect construction contracts and receivables of R52.1 million.         
Review opinion                                                                  
SAB&T have reviewed the interim results for the six months ended 31 August      
2009 and their unqualified review opinion is available for inspection at the    
company`s registered office.                                                    
DIVIDEND POLICY                                                                 
In line with Group policy and having regard to the loss incurred, the Group     
will not pay a dividend for the 2010 financial year. The dividend policy will   
be reviewed on a continuous basis.                                              
STATEMENT ON GOING CONCERN                                                      
The reviewed interim results for the six months ended 31 August 2009 have       
been prepared on the going concern basis since the directors have every         
reason to believe that the Group has adequate resources in place to continue    
in operation for the foreseeable future.                                        
WITHDRAWAL OF THE CAUTIONARY ANNOUNCEMENT                                       
As a result of the release of these interim results for the six months ended    
31 August 2009, the cautionary announcement set out in the SENS announcement,   
dated 13 October 2009, is hereby withdrawn.                                     
C J J Kruger                        J de Villiers                               
Managing Director                   Financial Director                          
                                                                                
11 November 2009                                                                
CORPORATE INFORMATION                                                           
Independent Non-Executive Directors : MM Patel, MM Potgieter                    
Non-executive Director: V Nkonyeni                                              
Executive Directors: C J J Kruger (Chairman and Managing Director); DM van      
Staden; J de Villiers                                                           
Registration number: 2000/027374/06                                             
Registered address: 10 Tennyson Drive, Tulisa Park, Johannesburg                
Postal address: PO Box 1078, Jukskei Park, 2153                                 
Company Secretary: Premium Corporate Consulting Services (Pty) Limited          
Telephone: (011) 907 7364                                                       
Facsimile: (011) 869 9107                                                       
Transfer Secretaries: Computershare Investor Services (Pty) Limited             
Designated Adviser: Vunani Corporate Finance                                    
These results and an overview of ACTOWERS are available at                      
www.africacellular.co.za.                                                       
Date: 11/11/2009 08:00:07 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.
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