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Thu 8 Apr 2010, 8:48 PHM - Phumelela Gaming and Leisure Limited - The Group`s unaudited condensed
PHM
PHM                                                                             
PHM - Phumelela Gaming and Leisure Limited - The Group`s unaudited condensed    
              consolidated interim financial statements                         
Phumelela Gaming and Leisure Limited                                            
(Incorporated in the Republic of South Africa)                                  
(Registration number 1997/016610/06)                                            
Share code: PHM                                                                 
ISIN: ZAE000039269                                                              
("Phumelela" or "the Company")                                                  
- ACQUISITION OF CONTROL OF BETTING WORLD                                       
- PBITDA UP 21%                                                                 
- HEPS DOWN 6%                                                                  
- CASH GENERATED FROM OPERATIONS UP R52 MILLION                                 
- DISTRIBUTION TO SHAREHOLDERS MAINTAINED                                       
CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME                        
                                  Unaudited   Unaudited   Audited               
6 months    6 months    12 months             
                                  31 Jan      31 Jan      31 Jul                
                          %       2010        2009        2009                  
                          change  R`000       R`000       R`000                 
Revenue                                                                         
- Local operations                                                              
Excluding Betting World     (1)    348 989     352 508     693 615              
Betting World*                     43 338                                       
- International operations (3)     55 023      56 860      110 730              
                          9       447 350     409 368     804 345               
Net betting income                                                              
- Local operations                                                              
Excluding Betting World            272 443     273 056     538 719              
Betting World*                     37 234                                       
- International operations 19      14 210      11 899      23 616               
                          14      323 887     284 955     562 335               
Other operating income                                                          
- Local operations                                                              
Excluding Betting World    1       66 670      65 703      124 838              
Betting World*                     2 257                                        
- International operations (9)     40 736      44 903      87 000               
Net income                 10      433 550     395 561     774 173              
Operating expenses and                                                          
overheads                                                                       
- Stakes                   (1)     (79 350)    (80 457)    (156 982)            
- Local operations                                                              
Excluding Betting World            (212 889)   (212 574)   (412 558)            
Betting World*                     (28 170)                                     
- International operations (5)     (40 754)    (42 823)    (84 593)             
Profit before interest,    21      72 387      59 707      120 040              
income tax, depreciation                                                        
and amortisation                                                                
Depreciation and           36      (16 316)    (12 034)    (24 831)             
amortisation                                                                    
Profit before interest and 18      56 071      47 673      95 209               
income tax                                                                      
Investment income          (68)    1 978       6 136       9 651                
Finance costs                                                                   
Excluding Betting World            (15)        (42)        (77)                 
Betting World*                     (365)                                        
Profit before share of     7       57 669      53 767      104 783              
profit of associated                                                            
companies                                                                       
Profit on remeasurement of         4 443                                        
Betting World becoming a                                                        
subsidiary                                                                      
Share of profit of                                                              
associated companies                                                            
Automatic Systems             560         574         1 031                 
Limited                                                                         
    Betting World*                            2 554       2 359                 
Profit before income tax   10      62 672      56 895      108 173              
Income tax                         (21 537)    (19 164)    (37 508)             
Profit for the period      9       41 135      37 731      70 665               
Other comprehensive                                                             
income/(expense) net of                                                         
taxation                                                                        
- Exchange differences on          (532)       (148)       (172)                
translating foreign                                                             
operations                                                                      
Total comprehensive income          40 603     37 583      70 493               
for the period                                                                  
Profit attributable to:                                                         
Equity holders of the       2       38 624     37 731      70 665               
parent                                                                          
Non-controlling interest            2 511                                       
Profit for the period               41 135     37 731      70 665               
                                                                                
Total comprehensive income                                                      
attributable to:                                                                
Equity holders of the       1       38 092     37 583      70 493               
parent                                                                          
Non controlling interest            2 511                                       
Total comprehensive income          40 603     37 583      70 493               
for the period                                                                  
* The results of Betting                                                        
World have been                                                                 
consolidated into those of                                                      
the Group during the                                                            
current period following                                                        
the increase in the                                                             
shareholding to 59%. In                                                         
prior periods Betting                                                           
World was accounted for as                                                      
an associate.                                                                   
Earnings per share (cents)                                                      
- Basic                     3       51.10      49.76       93.35                
- Diluted basic             3       51.10      49.72       93.35                
SUPPLEMENTARY STATEMENT OF                                                      
COMPREHENSIVE INCOME                                                            
INFORMATION                                                                     
Reconciliation of headline                                                      
earnings                                                                        
Earnings attributable to    2       38 624     37 731      70 665               
equity holders of parent                                                        
Adjusted for:                                                                   
Net loss on disposal of             243        359         355                  
property, plant and                                                             
equipment                                                                       
Tax effect                          (68)       (36)        (108)                
Profit on remeasurement of           (4 443)                                    
Betting World becoming a                                                        
subsidiary                                                                      
Tax effect                          1 244                                       
Headline earnings           (6)     35 600     38 054      70 912               
Headline earnings per       (6)     47.10      50.18       93.67                
share (cents)                                                                   
Diluted headline earnings   (6)     47.10      50.15       93.67                
per share (cents)                                                               
Headline earnings per       (10)    42.05      46.81       90.56                
share excluding Betting                                                         
World (cents)                                                                   
Net asset value per share   6       490.22     460.45      481.52               
(cents)                                                                         
Interim                                                                         
distribution/dividend                                                           
Distribution out of share           7.5                                         
premium (cents)                                                                 
Dividend per ordinary               17.5       25.00       25.00                
share (cents)                                                                   
Final dividend                                                                  
Dividend per ordinary                                      43.00                
share (cents)                                                                   
Number of shares in issue           75 582 338 75 565 471  75 590 371           
Weighted average number of          75 590 240 75 831 898  75 700 146           
shares in issue for basic                                                       
and headline earnings per                                                       
share calculation                                                               
Weighted average number of          75 590 240 75 880 878  75 700 146           
shares in issue for                                                             
diluted earnings per share                                                      
calculation                                                                     
CONDENSED CONSOLIDATED STATEMENT                                                
OF FINANCIAL POSITION                                                           
                                                                                
                            Unaudited       Unaudited     Audited               
31 Jan          31 Jan        31 Jul                
                            2010            2009          2009                  
                            R`000           R`000         R`000                 
ASSETS                                                                          
Non-current assets          385 611         318 357        320 806              
Property, plant and         332 957         287 656       288 505               
equipment                                                                       
Intangible assets           30 143          500           500                   
Deferred tax asset          4 613           5 175         4 613                 
Goodwill                    12 226          3 312         3 312                 
Interest in associated      4 781           21 165        22 985                
companies                                                                       
Investments                 891             549           891                   
                                                                                
Current assets              148 656         149 055       179 565               
Inventories                 5 833           5 849         5 823                 
Trade and other             82 100          63 235        67 872                
receivables                                                                     
Income tax receivable       1 620           1 496         5 689                 
Cash and cash equivalents   59 103          78 475        100 181               
Total assets                534 267         467 412       500 371               
EQUITY AND LIABILITIES                                                          
Total equity                386 921         347 940       363 980               
Share capital and premium    1 890          1 889         1 890                 
Retained earnings           369 172         346 040       362 103               
Non-distributable reserves  (545)            11           (13)                  
Equity attributable to      370 517         347 940       363 980               
ordinary shareholders                                                           
Non-controlling interest    16 404                                              
Non-current liabilities     6 823           4 100         5 779                 
Deferred tax liability      5 418           2 625         4 413                 
Retirement benefit          1 366           1 475         1 366                 
obligations                                                                     
Finance lease liabilities    39                                                 
Current liabilities         140 523         115 372       130 612               
Trade and other payables    132 378         115 372       130 594               
Income tax payable           731                          18                    
Short term loans from       7 414                                               
minority shareholders                                                           
Total equity and            534 267         467 412       500 371               
liabilities                                                                     
CONDENSED CONSOLIDATED STATEMENT                                                
OF CASH FLOWS                                                                   
                            Unaudited       Unaudited     Audited               
31 Jan          31 Jan        31 Jul                
                            2010            2009          2009                  
                            R`000           R`000         R`000                 
                                                                                
Net cash inflow/(outflow)   10 972          (40 740)      (3 626)               
from operating activities                                                       
Cash generated from         74 296          61 060        123 143               
operations                                                                      
Increase in working         (15 531)        (32 218)      (21 607)              
capital                                                                         
Cash generated from         58 765          28 842        101 536               
operating activities                                                            
Taxation paid               (16 885)        (42 982)      (63 151)              
Investment income           1 978           6 136         9 651                 
Finance costs               (380)           (42)          (77)                  
Dividends paid              (32 506)        (32 694)      (51 585)              

Net cash outflow from       (51 961)        (19 746)      (35 305)              
investing activities                                                            
Acquisition of investments                  (100)         (442)                 
Acquisition of Betting      (7 961)                                             
World net of loan funds                                                         
repaid                                                                          
Associated companies                                      (1 500)               
investment and loan                                                             
Acquisition of property,    (44 057)        (19 646)      (33 467)              
plant and equipment                                                             
Proceeds on disposal of      57                           104                   
property, plant and                                                             
equipment                                                                       
                                                                                
Net cash outflow from       (89)            (5 237)       (5 086)               
financing activities                                                            
Issue of share capital                      818           969                   
Share re-purchases          (89)            (6 055)       (6 055)               
                                                                                
Net decrease in cash and    (41 078)        (65 723)      (44 017)              
cash equivalents                                                                
Cash and cash equivalents   100 181         144 198       144 198               
at beginning of period                                                          
Cash and cash equivalents   59 103          78 475        100 181               
at end of period                                                                
CONDENSED CONSOLIDATED STATEMENT                                                
OF CHANGES IN EQUITY                                                            
Share           Share        Non-                   
                                                         distributable          
                            capital         premium      reserves               
                            R`000           R`000        R`000                  
Balance at 31 July 2008     1 897           -            159                    
Issue of share capital -    5               813                                 
options exercised                                                               
Total comprehensive income                               (148)                  
for the period                                                                  
- Profit for the period                                                         
- Foreign currency                                       (148)                  
translation reserve                                                             
Share based payment                                                             
Share re-purchases          (13)            (813)                               
Dividends paid to equity                                                        
holders of parent                                                               
Balance at 31 January 2009  1 889           -            11                     
Issue of share capital -    1               150                                 
options exercised                                                               
Total comprehensive income                               (24)                   
for the period                                                                  
- Profit for the period                                                         
- Foreign currency                                       (24)                   
translation reserve                                                             
Share based payment                                                             
Share re-purchases                          (150)                               
Dividends paid to equity                                                        
holders of parent                                                               
Balance at 31 July 2009     1 890           -            (13)                   
Non-controlling interest                                                        
on associate becoming a                                                         
subsidiary                                                                      
Total comprehensive income                               (532)                  
for the period                                                                  
- Profit for the period                                                         
- Foreign currency                                       (532)                  
translation reserve                                                             
Share based payment                                                             
Share re-purchases                                                              
Dividends paid to equity                                                        
holders of parent                                                               
Balance at 31 January 2010  1 890           -            (545)                  
CONDENSED CONSOLIDATED STATEMENT                                                
OF CHANGES IN EQUITY (cont)                                                     
Equity                                        
                       Retained   attributable Non-         Total               
                                  to ordinary  controlling                      
                       earnings   shareholders interest     equity              
R`000      R`000        R`000        R`000               
Balance at 31 July     345 054    347 110                   347 110             
2008                                                                            
Issue of share                    818                       818                 
capital - options                                                               
exercised                                                                       
Total comprehensive    37 731     37 583                    37 583              
income for the period                                                           
- Profit for the       37 731     37 731                    37 731              
period                                                                          
- Foreign currency                (148)                     (148)               
translation reserve                                                             
Share based payment    1 178      1 178                     1 178               
Share re-purchases     (5 229)    (6 055)                   (6 055)             
Dividends paid to      (32 694)   (32 694)                  (32 694)            
equity holders of                                                               
parent                                                                          
Balance at 31 January  346 040    347 940                   347 940             
2009                                                                            
Issue of share                    151                       151                 
capital - options                                                               
exercised                                                                       
Total comprehensive    32 934      32 910                   32 910              
income for the period                                                           
- Profit for the       32 934      32 934                   32 934              
period                                                                          
- Foreign currency                 (24)                      (24)               
translation reserve                                                             
Share based payment    1 870      1 870                     1 870               
Share re-purchases     150        -                         -                   
Dividends paid to      (18 891)   (18 891)                  (18 891)            
equity holders of                                                               
parent                                                                          
Balance at 31 July     362 103    363 980                   363 980             
2009                                                                            
Non-controlling                                13 893       13 893              
interest on associate                                                           
becoming a subsidiary                                                           
Total comprehensive    38 624     38 092       2 511        40 603              
income for the period                                                           
- Profit for the       38 624     38 624       2 511        41 135              
period                                                                          
- Foreign currency                                                              
translation reserve               (532)                     (532)               
Share based payment    1 040      1 040                     1 040               
Share re-purchases     (89)       (89)                      (89)                
Dividends paid to      (32 506)   (32 506)                  (32 506)            
equity holders of                                                               
parent                                                                          
Balance at 31 January  369 172    370 517      16 404       386 921             
2010                                                                            
REVIEW OF RESULTS                                                               
Group results                                                                   
Total revenue increased by 9% to                                                
R447,4 million (2009: R409,4                                                    
million). The Group benefited from                                              
the inclusion of Betting World                                                  
(Pty) Limited "Betting World" (a                                                
fixed odds bookmaking concern) as                                               
a subsidiary company, previously                                                
an equity accounted associate                                                   
company.                                                                        
Mainly as a result of a superb                                                  
performance by the Group`s Isle of                                              
Man totalisator operation and the                                               
inclusion of Betting World, net                                                 
betting income increased by 14% to                                              
R323,9 million (2009: R285                                                      
million).                                                                       
Other operating income that                                                     
comprises, inter alia, bookmakers`                                              
levies, unclaimed dividends and                                                 
breakages, stable rentals, and                                                  
local and international                                                         
broadcasting levies/fees decreased                                              
by 1% to R109,7 million (2009:                                                  
R110,6 million).                                                                
Operating expenses and overheads                                                
increased by 8% to R361,2 million                                               
(2009: R335,9 million). Excluding                                               
Betting World operating expenses                                                
and overheads decreased by 1% to                                                
R333 million (2009: R335,9                                                      
million).                                                                       
Profit before interest, income                                                  
tax, depreciation and amortisation                                              
(PBITDA) increased by 21% to R72,4                                              
million (2009: R59,7 million).                                                  
Mainly as a result of the R45                                                   
million capital expenditure spent                                               
on the Turffontein illumination                                                 
project and the inclusion of                                                    
Betting World, the depreciation                                                 
charge increased by 36% to R16,3                                                
million (2009: R12 million).                                                    
Profit before interest and income                                               
tax (PBIT) increased by 18% to                                                  
R56,1 million (2009: R47,7                                                      
million).                                                                       
As a result of the R44,1 million                                                
invested in property, plant and                                                 
equipment (which included R27                                                   
million cash outlaid on the                                                     
Turffontein illumination project                                                
and R5,8 million to upgrade the                                                 
training/racing facilities at                                                   
Turffontein and the Vaal), R8,1                                                 
million spent on acquiring control                                              
of Betting World and a decrease in                                              
interest rates, investment income                                               
decreased by 68% to R2 million                                                  
(2009: R6,1 million).                                                           
Profit before income tax (PBT)                                                  
increased by 10% to R62,7 million                                               
(2009: R56,9 million) and                                                       
attributable earnings increased by                                              
2% to R38,6 million (2009: R37,7                                                
million).                                                                       
Headline earnings and headline                                                  
earnings per share (HEPS)                                                       
decreased by 6% to R35,6 million                                                
(2009: R38,1 million) and 47,10                                                 
cents per share (2009: 50,18 cents                                              
per share) respectively. Diluted                                                
HEPS decreased by 6% to 47,10                                                   
cents per share (2009: 50,15 cents                                              
per share).                                                                     
Local operations                                                                
Revenue from local operations                                                   
increased by 11% on the                                                         
comparative period to R392,3                                                    
million (2009: R352,5 million)                                                  
primarily due to the inclusion of                                               
Betting World as a subsidiary of                                                
the Group.                                                                      
Excluding Betting World revenue                                                 
declined by 1% to R349 million                                                  
(2009: R352,5 million). Local                                                   
trading conditions remained                                                     
challenging as consumers` spend                                                 
came under increasing pressure in                                               
a depressed economic climate.                                                   
Totalisator revenue generated on                                                
local and imported international                                                
horseracing declined by 5% whilst                                               
the Group`s soccer sports bet                                                   
gained momentum in the build up to                                              
the 2010 world cup soccer                                                       
tournament, increasing by a very                                                
pleasing 25%.                                                                   
Operating expenses and overheads                                                
increased by 9% to R320,4 million                                               
(2009: R293 million). Excluding                                                 
Betting World and stakes (which                                                 
decreased by 1% to R79,4 million                                                
(2009: R80,5 million)), operating                                               
expenses and overheads were well                                                
contained, increasing marginally                                                
to R212,9 million (2009: R212,6                                                 
million).                                                                       
Betting World`s PBT increased by                                                
8% to R8,7 million. In addition a                                               
profit of R4,4 million on re-                                                   
measurement of the fair value of                                                
the net assets of the company was                                               
realised on acquisition of the                                                  
further 16,5% shareholding in the                                               
company.                                                                        
PBT from local operations                                                       
increased by 13% to R48,2 million                                               
(2009: R42,6 million).                                                          
International operations                                                        
Revenue from international                                                      
operations was negatively impacted                                              
by the strength of the Rand and                                                 
decreased by 3% to R55 million                                                  
(2009: R56,9 million). At constant                                              
currencies, revenue increased by                                                
12%.                                                                            
Despite difficult trading                                                       
conditions globally, the Group`s                                                
Isle of Man totalisator operation                                               
continued to perform strongly with                                              
net betting income increasing by                                                
19% to R14,2 million (2009: R11,9                                               
million) whilst income generated                                                
from other international                                                        
initiatives decreased by 9% to                                                  
R40,7 million (2009: R44,9                                                      
million). At constant currencies,                                               
net betting income increased by a                                               
very pleasing 40% and income from                                               
other international initiatives by                                              
a satisfactory 4%.                                                              
Operating expenses and overheads                                                
decreased by 5% to R40,7 million                                                
(2009: R42,8 million) primarily                                                 
due to the variable nature of                                                   
certain operating expenses linked                                               
to income streams positively                                                    
impacted by the strength of the                                                 
Rand.                                                                           
The Group`s share of profit from                                                
its associate company, Automatic                                                
Systems Limited (a company listed                                               
on the Mauritius Stock Exchange                                                 
and one of two licensed                                                         
totalisator operators on the                                                    
island) decreased by 2% to R560                                                 
000 (2009: R570 000).                                                           
PBT increased by 1% to R14,5                                                    
million (2009: R14,3 million) and                                               
continues to equate to 25% of the                                               
Group`s PBT. At constant                                                        
currencies PBT increased by 8%.                                                 
FINANCIAL POSITION                                                              
The Group has total assets of                                                   
R534,3 million (2009: R467,4                                                    
million) including cash resources                                               
of R59,1 million (2009: R78,4                                                   
million) and insignificant                                                      
gearing.                                                                        
Cash generated from operations of                                               
R74,3 million was utilised to fund                                              
an increase in working capital of                                               
R15,5 million, pay income tax of                                                
R16,9 million and dividends of                                                  
R32,5 million. A further R8,1                                                   
million (net of cash and cash                                                   
equivalents acquired on                                                         
acquisition) was utilised to                                                    
purchase an additional                                                          
shareholding in Betting World,                                                  
R44,1 million for capital                                                       
expenditure and R0,1 million for                                                
share repurchases.                                                              
ACQUISITION                                                                     
Effective from 1 August 2009, the                                               
company acquired a further 16,5%                                                
shareholding in Betting World for                                               
R12,9 million. This amount                                                      
includes a R3 million contingent                                                
consideration payable on condition                                              
that Betting World achieves, inter                                              
alia, a profit after tax of R11,4                                               
million for the current financial                                               
year. The Group`s total                                                         
shareholding in Betting World is                                                
now 59%. Total goodwill arising on                                              
the acquisition equates to R8,9                                                 
million.                                                                        
The fair value of the assets and                                                
liabilities acquired on 1 August                                                
2009 were:                                                                      
                Book            Fair Value                                      
                value           adjustment      Fair value                      
R`000           R`000           R`000                           
Property,       17 045                          17 045                          
plant and                                                                       
equipment                                                                       
Betting         19 040          10 455*         29 495                          
licenses and                                                                    
software                                                                        
Prepayments     4 760                           4 760                           
Inventories     47                              47                              
Trade and       9 665                           9 665                           
other                                                                           
receivables                                                                     
Tax asset       19                              19                              
Cash and cash   2 857                           2 857                           
equivalents                                                                     
Finance lease   (39)                            (39)                            
liabilities                                                                     
Deferred tax    (956)                           (956)                           
liability                                                                       
Trade and       (12 471)                        (12 471)                        
other payables                                                                  
Shareholder`    (16 335)                        (16 335)                        
loans                                                                           
Tax payable     (202)                           (202)                           
Net assets      23 430          10 455          33 885                          
Less: Non-                                      (13 893)                        
controlling                                                                     
interest                                                                        
Fair value of                                   19 992                          
identifiable                                                                    
assets                                                                          
Less: Fair                                      (14 207)                        
value of                                                                        
previous                                                                        
interest in                                                                     
the acquired                                                                    
Less: Total                                     (14 700)                        
purchase                                                                        
consideration                                                                   
Goodwill                                        (8 915)                         
Current period                                  12 900                          
purchase                                                                        
consideration                                                                   
Add:                                            1 995                           
Shareholders                                                                    
loan liability                                                                  
acquired                                                                        
Less:                                           (3 000)                         
Contingent                                                                      
consideration                                                                   
Less:                                           (900)                           
Consideration                                                                   
liability                                                                       
Payment                                         10 995                          
effected                                                                        
Less: Cash and                                  (2 857)                         
cash                                                                            
equivalents                                                                     
acquired                                                                        
Net cash                                        8 138                           
outflow on                                                                      
acquisition                                                                     
* Adjustment to fair value of                                                   
betting licenses resulting in a                                                 
gain of R4,4 million recognised in                                              
profit or loss in the period.                                                   
SHARE CAPITAL                                                                   
During the period the Group                                                     
purchased a further 8 033 of its                                                
own shares at a total cost of R89                                               
300 bringing the total number of                                                
shares repurchased to date to 1                                                 
515 047. The shares are currently                                               
held as treasury shares and are                                                 
primarily intended to be used for                                               
issuing shares under the Group`s                                                
share option programme.                                                         
CONDENSED CONSOLIDATED SEGMENTAL                                                
ANALYSIS                                                                        
The Group stages and broadcasts                                                 
horseracing events and offers                                                   
betting opportunities on both                                                   
South African and international                                                 
product in two geographic                                                       
segments, namely South Africa and                                               
the rest of the world.                                                          
CONDENSED GEOGRAPHICAL SEGMENTAL                                                
ANALYSIS                                                                        
Unaudited  Unaudited  Audited              
                                     31 Jan     31 Jan     31 Jul               
                             %       2010       2009       2009                 
                              Change R`000      R`000      R`000                
LOCAL                                                                           
Excluding Betting World                                                         
Revenue                      (1)     348 989    352 508    693 615              
Net income                           339 113    338 759    663 557              
Stakes                       (1)      (79 350)   (80 457)  (156 982)            
Other net operating                  (212 889)  (212 574)  (412 558)            
expenses                                                                        
Profit before interest,      3       46 874     45 728     94 017               
income tax, depreciation                                                        
and amortisation                                                                
Depreciation and             18      (13 981)   (11 800)   (24 331)             
amortisation                                                                    
Profit before interest and   (3)     32 893     33 928     69 686               
income tax                                                                      
Investment income            (68)    1 978      6 136      9 651                
Finance costs                (64)    (15)       (42)       (77)                 
Profit before share of       (13)    34 856     40 022     79 260               
profit of associated                                                            
company                                                                         
Share of profit of           (100)              2 554      2 359                
associated company                                                              
Profit before income tax     (18)    34 856     42 576     81 619               
Acquisition of Betting                                                          
World                                                                           
Revenue                              43 338                                     
Net income                           39 491                                     
Operating expenses                   (28 170)                                   
Profit before interest,              11 321                                     
income tax, depreciation                                                        
and amortisation                                                                
Depreciation and                     (2 075)                                    
amortisation                                                                    
Profit before interest and           9 246                                      
income tax                                                                      
Finance costs                        (365)                                      
Profit from operations               8 881                                      
after finance charges                                                           
Profit on remeasurement of           4 443                                      
associate becoming a                                                            
subsidiary                                                                      
Profit before income tax             13 324                                     
Assets                       15      491 200    427 548    441 256              
Liabilities                  23      133 927    109 212    106 493              
INTERNATIONAL                                                                   
Revenue                       (3)    55 023     56 860     110 730              
Net income                    (3)    54 946     56 802     110 616              
Net operating expenses        (5)     (40 754)   (42 823)   (84 593)            
Profit before interest,      2       14 192     13 979     26 023               
income tax, depreciation                                                        
and amortisation                                                                
Depreciation and                      (260)      (234)      (500)               
amortisation                                                                    
Profit before share of               13 932     13 745     25 523               
profit of associated                                                            
company                                                                         
Share of profit of           (2)     560        574        1 031                
associated company                                                              
Profit before income tax     1       14 492     14 319     26 554               
Assets                       8       43 067     39 864     59 115               
Liabilities                  31      13 419     10 260     29 898               
GROUP                                                                           
Excluding Betting World                                                         
Revenue                      (1)     404 012    409 368    804 345              
Net income                           394 059    395 561    774 173              
Stakes                       (1)      (79 350)   (80 457)  (156 982)            
Other net operating          (1)     (253 643)  (255 397)  (497 151)            
expenses                                                                        
Profit before interest,      2       61 066     59 707     120 040              
income tax, depreciation                                                        
and amortisation                                                                
Depreciation and             18      (14 241)   (12 034)   (24 831)             
amortisation                                                                    
Profit before interest and   (2)     46 825     47 673     95 209               
income tax                                                                      
Investment income            (68)    1 978      6 136      9 651                
Finance costs                (64)    (15)       (42)       (77)                 
Profit before share of       (9)     48 788     53 767     104 783              
profit of associated                                                            
companies                                                                       
Share of profit of           (82)    560        3 128      3 390                
associated companies                                                            
Profit before income tax     (13)    49 348     56 895     108 173              
Acquisition of Betting                                                          
World                                                                           
Revenue                              43 338                                     
Net income                           39 491                                     
Operating expenses                   (28 170)                                   
Profit before interest,              11 321                                     
income tax, depreciation                                                        
and amortisation                                                                
Depreciation and                     (2 075)                                    
amortisation                                                                    
Profit before interest and           9 246                                      
income tax                                                                      
Finance costs                        (365)                                      
Profit from operations               8 881                                      
after finance charges                                                           
Profit on remeasurement of           4 443                                      
associate becoming a                                                            
subsidiary                                                                      
Profit before income tax             13 324                                     
TOTAL                                                                           
Revenue                      9       447 350    409 368    804 345              
Net income                   10      433 550    395 561    774 173              
Stakes                       (1)     (79 350)   (80 457)   (156 982)            
Other net operating          10      (281 813)  (255 397)  (497 151)            
expenses                                                                        
Profit before interest,      21      72 387     59 707     120 040              
income tax, depreciation                                                        
and amortisation                                                                
Depreciation and             36      (16 316)   (12 034)   (24 831)             
amortisation                                                                    
Profit before interest and   18      56 071     47 673     95 209               
income tax                                                                      
Investment income            (68)    1 978      6 136      9 651                
Finance costs                805     (380)      (42)       (77)                 
Profit before share of       7       57 669     53 767     104 783              
profit of associated                                                            
company                                                                         
Share of profit of           (82)    560        3 128      3 390                
associate companies                                                             
Profit before income tax     2       58 229     56 895     108 173              
from operations                                                                 
Profit on remeasurement of            4 443                                     
associate becoming a                                                            
subsidiary                                                                      
Profit before income tax     10      62 672     56 895     108 173              
Assets                       14      534 267    467 412    500 371              
Liabilities                  23      147 346    119 472    136 391              
CAPITAL COMMITMENTS                                                             
Commitments in respect of capital                                               
expenditure approved by directors.                                              
2010                 2009                                 
                      R`000                R`000                                
Contracted for        5 500                27 529*                              
Not contracted for    11 391               17 824                               
*Mainly for illumination of the                                                 
Turffontein race tracks for night                                               
racing.                                                                         
REPORTING ENTITY                                                                
Phumelela Gaming and Leisure                                                    
Limited is a company domiciled in                                               
South Africa. The condensed                                                     
consolidated interim financial                                                  
statements as at and for the                                                    
period ended 31 January 2010                                                    
comprises the company and its                                                   
subsidiaries and the Group`s                                                    
interests in associates.                                                        
STATEMENT OF COMPLIANCE                                                         
The condensed consolidated interim                                              
financial statements for the six                                                
months ended 31 January 2010 have                                               
been prepared in accordance with                                                
IAS34 - Interim Financial                                                       
Reporting, the Listing                                                          
Requirements of the JSE Limited                                                 
and the requirements of the South                                               
African Companies Act. They do not                                              
include all the information                                                     
required for full annual financial                                              
statements and should be read in                                                
conjunction with the consolidated                                               
financial statements of the Group                                               
as at and for the year ended 31                                                 
July 2009.                                                                      
The Board is committed to the                                                   
highest standards of corporate                                                  
governance throughout the Group,                                                
endorses the recommendations set                                                
out in King III and supports the                                                
Code of Corporate Practices and                                                 
Conduct setout therein.                                                         
BASIS OF PRESENTATION                                                           
The condensed consolidated interim                                              
financial statements are presented                                              
in South African Rands rounded to                                               
the nearest thousand on the                                                     
historical cost basis, except for                                               
certain derivative financial                                                    
instruments that are recognised at                                              
fair value.                                                                     
The accounting policies are those                                               
presented in the annual financial                                               
statements for the year ended 31                                                
July 2009 except for those listed                                               
below and have been applied                                                     
consistently to the periods                                                     
presented in these condensed                                                    
consolidated financial statements                                               
and by all Group entities. The                                                  
following new and revised                                                       
accounting standards were adopted                                               
during the period:                                                              
IAS 1: Presentation of financial                                                
statements - requires all non-                                                  
owner changes in equity to be                                                   
presented in a single statement of                                              
comprehensive income and owner                                                  
changes in equity in the statement                                              
of changes in equity. The adoption                                              
of this standard did not have a                                                 
material impact on the group`s                                                  
financial results.                                                              
IFRS 3: Business Combinations -                                                 
requires, inter alia, that for                                                  
successive share purchases (step                                                
acquisitions) the identifiable                                                  
assets and liabilities are                                                      
recognised at fair value when                                                   
control is obtained, and the gain                                               
and loss on acquisition is                                                      
recognised in profit and loss for                                               
the difference between the                                                      
carrying value of the previously                                                
held equity interest and the fair                                               
value thereof.                                                                  
Effective from 1 August 2009 the                                                
company obtained a controlling                                                  
interest in Betting World (Pty)                                                 
Ltd that resulted in a fair value                                               
adjustment gain of R4,4 million                                                 
recognised in profit and loss for                                               
the period.                                                                     
IFRS 8: Operating segments -                                                    
requires segment reporting to be                                                
based on the information that                                                   
management uses internally for                                                  
evaluating segment performance and                                              
when deciding how to allocate                                                   
resources to operating segments.                                                
The adoption of this standard did                                               
not have a material impact on the                                               
group`s financial results.                                                      
SUBSEQUENT EVENTS                                                               
There are no significant                                                        
subsequent events that have a                                                   
material impact on the financial                                                
statements at 31 January 2010.                                                  
The international distribution                                                  
rights held by Phumelela Gold                                                   
Enterprises (PGE) under agreement                                               
with Racecourse Media Group (the                                                
umbrella organization for the 30                                                
UK racecourses that operate Racing                                              
UK) terminated on 28 February                                                   
2010. Significant progress has                                                  
been made in establishing                                                       
alternative strategic                                                           
relationships.                                                                  
SOCIAL RESPONSIBILITY                                                           
The Group recognises that it has a                                              
responsibility to the broader                                                   
community to act in a socially                                                  
responsible manner, for the                                                     
benefit of all South Africans.                                                  
Contributions to selected                                                       
training, sports and community                                                  
service related projects continue.                                              
The Group has adopted appropriate                                               
BEE and employment equity,                                                      
training and procurement policies.                                              
In January 2010 the Group was                                                   
awarded "A" (Level Four                                                         
Contributor) status by Empowerdex                                               
(Economic Empowerment Rating                                                    
Agency) having achieved a generic                                               
scorecard total of 73,68%.                                                      
DIRECTORS                                                                       
With effect from 9 September 2009,                                              
Mr. A W Heide was appointed to the                                              
Board as an executive director.                                                 
Effective from 1 April 2010 he was                                              
appointed as Group Chief Operating                                              
Officer and will continue in his                                                
capacity as Group Finance                                                       
Director.                                                                       
Mr. D R H Attenborough resigned as                                              
a director on 31 March 2010 to                                                  
take up a position with Tabcorp                                                 
Holdings Ltd in Australia. The                                                  
Board records their appreciation                                                
for his invaluable contribution as                                              
Chief Executive Officer (SA) and                                                
wishes him well in his new                                                      
position.                                                                       
PROSPECTS                                                                       
Trading conditions, both locally                                                
and internationally, are expected                                               
to remain challenging in the short                                              
to medium term. Continued emphasis                                              
will be on cost containment,                                                    
growing local revenues through the                                              
use of technology and the                                                       
introduction of new bet types and                                               
exploring alternate international                                               
business opportunities to replace                                               
the Racecourse Media Group                                                      
agreement and expand our                                                        
international customer base. As                                                 
mentioned under subsequent events                                               
significant progress has been made                                              
in establishing alternative                                                     
strategic relationships.                                                        
DISTRIBUTION TO SHAREHOLDERS                                                    
Notice is hereby given that the                                                 
Board has declared an interim                                                   
dividend of 17,5 cents per share                                                
and a cash distribution by way of                                               
a capital reduction out of share                                                
premium ("the distribution") of                                                 
7,5 cents per share payable to                                                  
shareholders recorded in the                                                    
register on Friday 7 May 2010.                                                  
Shareholders are advised that the                                               
last date to trade "cum                                                         
distribution" will be Friday 30                                                 
April 2010. As from commencement                                                
of business on Monday 3 May 2010                                                
all trading in Phumelela shares                                                 
will be "ex distribution". Payment                                              
will be made on Monday 10 May                                                   
2010. Share certificates may not                                                
be dematerialised or                                                            
rematerialised between Monday 3                                                 
May 2010 and Friday 7 May 2010,                                                 
both days inclusive.                                                            
For and on behalf of the Board                                                  
M P MALUNGANI                                                                   
Chairman                                                                        
W A DU PLESSIS                                                                  
Group Chief Executive                                                           
Johannesburg      8 April 2010                                                  
Directors: M P Malungani                                                        
(Chairman), W A du Plessis* (Group                                              
Chief Executive), A W Heide*                                                    
(Finance Director), R Cooper, M J                                               
Jooste, B Kantor, S K C Khampepe,                                               
N J Mboweni (Mrs), Dr E Nkosi, M L                                              
Ramafalo*,  C J H Van Niekerk, J B                                              
Walters Company Secretary: A F                                                  
Wintour                                                                         
(*Executive)                                                                    
Registered Office: Turffontein                                                  
Racecourse, 14 Turf Club Street,                                                
Turffontein                                                                     
Transfer Secretaries:                                                           
Computershare Investor Services                                                 
(Pty) Ltd                                                                       
Sponsor: Investec Bank Limited                                                  
Web site: www.phumelela.com                                                     
Date: 08/04/2010 08:48:01 Produced by the JSE SENS Department.                  
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