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Tue 11 May 2010, 7:05 SVB - Silverbridge Holdings - Abridged audited group annual financial statements
SVB
SVB                                                                             
SVB - Silverbridge Holdings - Abridged audited group annual financial statements
for the year ended 28 February 2010, notice of annual general meeting and notice
of declaration of dividend                                                      
SILVERBRIDGE HOLDINGS LIMITED                                                   
Incorporated in the Republic of South Africa                                    
(Registration Number 1995/006315/06)                                            
SHARE CODE: SVB & ISIN: ZAE000086229                                            
("SilverBridge" or "the Group")                                                 
ABRIDGED AUDITED GROUP ANNUAL FINANCIAL STATEMENTS FOR THE YEAR ENDED 28        
FEBRUARY 2010, NOTICE OF ANNUAL GENERAL MEETING AND NOTICE OF DECLARATION OF    
DIVIDEND                                                                        
HIGHLIGHTS                                                                      
- Revenue increased by 51% to R106.5 million                                    
- Operating profit increased by 134%                                            
- Profit for the year increased by 118%                                         
- Earnings per share and headline earnings per share increased by 113% and 112% 
respectively                                                                    
FINANCIAL REVIEW                                                                
The Group performed well during the year under review, increasing headline      
earnings per share to 39.74 cents per share from 18.78 cents per share in the   
previous financial year. Our revenue increased by 51% from R70.6 million to     
R106.5 million whilst our net margins improved from 10% to 15%. We experienced  
healthy organic growth in implementation income supported by annuity income     
streams. The successful acquisition of Acczone Systems (Proprietary) Limited, an
established software provider of loan administration solutions, is another      
building block in the SilverBridge house. The Group measures performance across 
five main business segments - implementation, support, software rental,         
consulting and research and development. The support and software rental revenue
segments are annuity revenue segments.                                          
GROUP PROFILE                                                                   
SilverBridge is Africa`s leading provider of administration software and IT     
consultation in financial services.  Our unique expertise covers many of the    
financial services verticals with specific focus on banking and life assurance. 
Constant changes in the market require both a nimble and innovative approach    
from financial services providers.  SilverBridge has a track record for         
delivering solutions to help our clients to be more successful in this          
challenging market.  The future of financial services holds many challenges for 
providers; the astonishing speed at which technology is changing and influencing
the behaviour of new generations will require a new approach to financial       
services. SilverBridge is committed to be part of that new future. The Group    
operates through the following three subsidiaries:                              
SDT Financial Software Solutions (Proprietary) Limited (SDT) - Life insurance   
administration                                                                  
SDT offers life assurance companies quick time to market, reduced contract      
administration costs and enhanced customer service. SDT was established in 1995 
and has developed and streamlined its own software which it sells on a rental   
model.  SDT`s flagship software, Exergy, with its supporting services, is       
packaged to meet the needs of the different market segments in which it         
operates.                                                                       
Ones & Zeros Professional Services (SA) (Proprietary) Limited (Ones & Zeros) -  
Consulting                                                                      
Founded In 1997, Ones & Zeros is an established IT management consulting        
business. Its approach is to bring people and technology together. Services     
include strategic systems implementation and consulting, which aligns business  
processes with an organisation`s overall IT strategy. It has well established   
relationships within the banking sector which add to the credibility of the     
Group.                                                                          
Acczone Systems (Proprietary) Limited (Acczone) - Loans administration          
The recent acquisition of Acczone is a demonstration of SilverBridge`s          
commitment to servicing the various verticals in the financial services         
industry. Acczone was established in 1998 and has a core competency in the      
delivery of business systems solutions in the loan administration sector, which 
encompasses interest-bearing credit and debt administration.                    
GROUP OUTLOOK                                                                   
It has been a very successful year for SilverBridge, not only in presenting a   
turnaround in the financial results, but also in its improved positioning and   
market share. The Group`s outlook for the 2011 financial year is positive, but  
not without challenges and risks. We will endeavour to:                         
- secure work in targeted markets;                                              
- improve efficiencies;                                                         
- further improve the alignment of capacity to available work;                  
- package products and services in line with the different market segments;     
- capitalise on the scalability of the business and revenue models;             
- plan expansion into new markets; and                                          
- expand into the other verticals of financial services.                        
The economic downturn is likely to have some residual effects on our industry   
and our markets. We have taken this into account in our business plans and      
general approach. We are conservative in our growth objectives but will take    
into consideration suitable opportunities. The Group enters the new financial   
year with an overflow of project transactions concluded in the preceding        
financial year, stable software rental and support annuity revenue streams and  
expansion of consulting services in the banking industry. As such, our prospects
remain sound for the year ahead.                                                
OPERATIONAL HIGHLIGHTS                                                          
Our consulting subsidiary, Ones & Zeros, has leaded a consortium to replace the 
banking system at Mercantile Bank Holdings Limited. The project is in the       
process of being concluded after running for more than two years.               
We managed to extend our market share in the life insurance sector by a number  
of new clients. The conclusion of the contract with ABSA Bank Limited to use    
SDT`s software, Exergy, as its life policy administration system is confirmation
of the credibility that the platform has gained in large financial institutions.
In line with our acquisition strategy we have expanded our offering to include  
loan administration solutions by acquiring Acczone.                             
GROUP ABRIDGED AUDITED STATEMENT OF COMPREHENSIVE INCOME                        
for the year ended 28 February 2010                                             
2010        2009                     
                                           R`000       R`000                    
Revenue                                     106 508     70 568                  
Other income                                1 223       797                     
Personnel expenses                          (62 215)    (43 861)                
Depreciation and amortisation               (3 383)     (2 693)                 
Professional fees paid for services         (8 045)     (4 387)                 
Other expenses                              (12 409)    (11 156)                
Results from operating activities           21 679      9 268                   
Finance income                              1 001       1 001                   
Finance costs                               (517)       (288)                   
Share of profit in associate                9           10                      
Profit before income tax                    22 172      9 991                   
Income tax expense                          (6 012)     (2 595)                 
Profit and total comprehensive income for   16 160      7 396                   
the year                                                                        
Profit and total comprehensive income                                           
attributable to:                                                                
Equity holders of the holding company       13 540      6 200                   
Non-controlling interest                    2 620       1 196                   
Profit and total comprehensive income for   16 160      7 396                   
the year                                                                        
Earnings per share                                                              
Basic earnings per share (cents)            39.78       18.70                   
Headline earnings per share (cents)         39.74       18.78                   
Diluted earnings per share (cents)          32.37       16.40                   
Diluted headline earnings per share         32.34       16.47                   
(cents)                                                                         
Weighted average number of shares in issue  34 034      33 150                  
(`000)                                                                          
Diluted weighted average number of shares   40 386      37 816                  
in issue (`000)                                                                 
Total number of shares in issue (`000)      34 781      33 587                  
GROUP ABRIDGED AUDITED STATEMENT OF FINANCIAL POSITION                          
at 28 February 2010                                                             
                                               2010      2009                   
Note    R`000     R`000                  
ASSETS                                                                          
Non-current assets                              42 582    27 301                
Plant and equipment                             2 229     1 643                 
Intangible assets                       1.2     38 095    22 713                
Investment in associate                         110       101                   
Deferred tax assets                             2 148     2 844                 
Current assets                                  42 153    38 727                
Income tax receivable                           5 700     4 512                 
Revenue recognised not yet invoiced     1.5     6 657     1 221                 
Trade and other receivables                     15 364    16 896                
Cash and cash equivalents                       14 432    16 098                
Total assets                                    84 735    66 028                
EQUITY AND LIABILITIES                                                          
Equity                                          57 792    43 244                
Share capital                                   348       336                   
Share premium                                   11 871    8 608                 
Acquisition shares                              -         2 724                 
Treasury shares                                 (197)     (197)                 
Share based payment reserve                     91        -                     
Retained earnings                               41 798    28 242                
Total equity attributable to equity             53 911    39 713                
holders of the holding company                                                  
Non-controlling interest                        3 881     3 531                 
Current liabilities                             26 943    22 784                
Trade and other payables                1.3     24 805    19 653                
Deferred revenue                        1.5     1 314     1 595                 
Provisions                                      824       1 536                 

Total liabilities                               26 943    22 784                
Total equity and liabilities                    84 735    66 028                
GROUP ABRIDGED AUDITED CASH FLOW STATEMENT                                      
for the year ended 28 February 2010                                             
                                            2010       2009                     
                                            R`000      R`000                    
Cash flows from operating activities                                            
Cash generated from operations               18 777     14 376                  
Interest received                            939        1 001                   
Interest paid                                (10)       (60)                    
Dividends paid by subsidiaries to non-       (2 270)    (1 348)                 
controlling interest                                                            
Taxation paid                                (6 201)    (4 675)                 
STC paid                                     (463)      (275)                   
Net cash inflow from operating activities    10 772     9 019                   
Cash flows from investing activities                                            
Plant and equipment acquired to expand       (1 734)    (737)                   
operations                                                                      
Proceeds from sale of equipment              104        98                      
Acquisition of Ones & Zeros                  (3 535)    (3 229)                 
Acquisition of Acczone                       (3 241)    -                       
Listing fees on the issue of shares          (8)        -                       
Cash received on acquisition of subsidiary   -          3 344                   
Capitalisation of development costs          (2 759)    (1 435)                 
Net cash used in investing activities        (11 173)   (1 959)                 
Cash flows from financing activities                                            
Reduction in liability of previous year`s    (1 265)    (3 593)                 
capital distribution from share premium                                         
Net cash outflow from financing activities   (1 265)    (3 593)                 
Net (decrease)/increase in cash and cash     (1 666)    3 467                   
equivalents                                                                     
Cash and cash equivalents at the beginning   16 098     12 631                  
of the year                                                                     
Cash and cash equivalents at the end of the  14 432     16 098                  
year                                                                            
GROUP ABRIDGED AUDITED SEGMENT REPORTS                                          
for the year ended 28 February 2010                                             
Business segments                                                               
                                                                 Research       
and            
                                                                 develop-       
                                Implementation      Support      ment           
                                R`000               R`000        R`000          
2010                                                                            
Revenue from external clients                                                   
Segment revenue                  39 326              12 667       -             
Direct segment cost              (19 856)            (7 414)      (9 108)       
Cost capitalised                 -                   -            2 759         
Segment gross profit             19 470              5 253        (6 349)       
Indirect segment cost            (11 176)            (4 172)      (4 760)       
Segment result                   8 294               1 081        (11 109)      
Unallocated expenses*                                                           
Operating profit                                                                
Finance income                                                                  
Finance expense                                                                 
Share of profit in associate                                                    
Income tax expense                                                              
Profit for the year                                                             
                                     Software                                   
rental         Consulting   Total          
                                     R`000          R`000        R`000          
2010                                                                            
Revenue from external clients                                                   
Segment revenue                       22 584         31 931       106 508       
Direct segment cost                   -              (18 513)     (54 891)      
Cost capitalised                      -              -            2 759         
Segment gross profit                  22 584         13 418       54 376        
Indirect segment cost                 -              (6 243)      (26 351)      
Segment result                        22 584         7 175        28 026        
Unallocated expenses*                                             (6 346)       
Operating profit                                                  21 679        
Finance income                                                    1 001         
Finance expense                                                   (517)         
Share of profit in associate                                      9             
Income tax expense                                                (6 012)       
Profit for the year                                               16 160        
* Unallocated expenses relate to costs incurred at corporate level.             
                                                                 Research       
                                                                 and            
develop-       
                                Implementation      Support      ment           
                                R`000               R`000        R`000          
2009                                                                            
Revenue from external clients                                                   
Segment revenue                  19 977              11 003       -             
Direct segment cost              (10 130)            (7 228)      (10 845)      
Cost capitalised                 -                   -            1 435         
Segment gross profit             9 847               3 775        (9 410)       
Indirect segment cost            (6 142)             (4 382)      (6 576)       
Segment result                   3 705               (607)        (15 986)      
Unallocated cost*                                                               
Operating profit                                                                
Finance income                                                                  
Finance expense                                                                 
Share of profit in associate                                                    
Income tax expense                                                              
Profit for the year                                                             
                                Software                                        
                                rental              Consulting   Total          
R`000               R`000        R`000          
2009                                                                            
Revenue from external clients                                                   
Segment revenue                  22 066              17 522       70 568        
Direct segment cost              -                   (9 360)      (37 563)      
Cost capitalised                 -                   -            1 435         
Segment gross profit             22 066              8 162        34 440        
Indirect segment cost            -                   (3 157)      (20 257)      
Segment result                   22 066              5 005        14 183        
Unallocated cost*                                                 (4 915)       
Operating profit                                                  9 268         
Finance income                                                    1 001         
Finance expense                                                   (288)         
Share of profit in associate                                      10            
Income tax expense                                                (2 595)       
Profit for the year                                               7 396         
* Unallocated expenses relate to costs incurred at corporate level.             
Assets and liabilities                                                          
The assets and liabilities of the Group are organised and managed at an         
operating segment level and are not separately identifiable on a business       
segment level.                                                                  
GROUP ABRIDGED AUDITED STATEMENT OF CHANGES IN EQUITY                           
for the year ended 28 February 2010                                             
                                                                                
Issued      Share      Treasury    Acquisition     
                             capital     premium    shares      shares          
                             R`000       R`000      R`000       R`000           
Balance at 1 March 2008       326         10 797     (197)       -              
Total comprehensive income                                                      
for the year                                                                    
Profit for the year           -           -          -           -              
Other comprehensive income    -           -          -           -              
Total comprehensive income    -           -          -           -              
for the year                                                                    
Transactions with owners,                                                       
recorded directly in equity                                                     
Contributions by and                                                            
distributions to owners                                                         
Issue of 990 401 shares       10          2 714      -           -              
related to the acquisition                                                      
of Ones & Zeros                                                                 
Dividend paid by subsidiary   -           -          -           -              
Capital distribution: 4 July  -           (4 903)    -           -              
2008                                                                            
Total contributions by and    10          (2 189)    -           -              
distributions to owners                                                         
Changes in ownership                                                            
interests in subsidiaries                                                       
that do not result in a loss                                                    
of control                                                                      
Acquisition of Ones & Zeros   -           -          -           2 724          
Total changes in ownership    -           -          -           2 724          
interests in subsidiaries                                                       
Total transactions with       10          (2 189)    -           2 724          
owners                                                                          
Balance at 28 February 2009   336         8 608      (197)       2 724          
Total comprehensive income                                                      
for the year                                                                    
Profit for the year           -           -          -           -              
Other comprehensive income    -           -          -           -              
Total comprehensive income    -           -          -           -              
for the year                                                                    
Transactions with owners,                                                       
recorded directly in equity                                                     
Contributions by and                                                            
distributions to owners                                                         
Issue of 1 193 849 shares     12          3 263      -           (2 724)        
related to the acquisition                                                      
of Ones & Zeros                                                                 
Equity settled share based    -           -          -           -              
payment                                                                         
Capital distribution amounts  -           -          -           -              
not exercised                                                                   
Dividend paid by subsidiary   -           -          -           -              
Total contributions by and    12          3 263      -           (2 724)        
distributions to owners                                                         
Changes in ownership          -           -          -           -              
interests in subsidiaries                                                       
that do not result in a loss                                                    
of control                                                                      
Total transactions with       12          3 263      -           (2 724)        
owners                                                                          
Balance at 28 February 2010   348         11 871     (197)       -              
                    Share      Retained     Total      Non-con-    Total        
based      earnings                trolling                 
                    payment                            interest                 
                    reserve                                                     
                    R`000      R`000        R`000      R`000       R`000        
Balance at 1 March   -          22 042       32 968     -           32 968      
2008                                                                            
Total comprehensive                                                             
income for the year                                                             
Profit for the year  -          6 200        6 200      1 196       7 396       
Other comprehensive  -          -            -          -           -           
income                                                                          
Total comprehensive  -          6 200        6 200      1 196       7 396       
income for the year                                                             
Transactions with                                                               
owners, recorded                                                                
directly in equity                                                              
Contributions by                                                                
and distributions                                                               
to owners                                                                       
Issue of 990 401     -          -            2 724      -           2 724       
shares related to                                                               
the acquisition of                                                              
Ones & Zeros                                                                    
Dividend paid by     -          -            -          (1 348)     (1 348)     
subsidiary                                                                      
Capital              -          -            (4 903)    -           (4 903)     
distribution: 4                                                                 
July 2008                                                                       
Total contributions  -         -          (2 179)     (1 348)     (3 527)       
by and                                                                          
distributions to                                                                
owners                                                                          
Changes in                                                                      
ownership interests                                                             
in subsidiaries                                                                 
that do not result                                                              
in a loss of                                                                    
control                                                                         
Acquisition of Ones  -         -          2 724       3 683       6 407         
& Zeros                                                                         
Total changes in     -         -          2 724       3 683       6 407         
ownership interests                                                             
in subsidiaries                                                                 
Total transactions   -         -          545         2 335       2 880         
with owners                                                                     
Balance at 28        -         28 242     39 713      3 531       43 244        
February 2009                                                                   
Total comprehensive                                                             
income for the year                                                             
Profit for the year  -         13 540     13 540      2 620       16 160        
Other comprehensive  -         -          -           -           -             
income                                                                          
Total comprehensive  -         13 540     13 540      2 620       16 160        
income for the year                                                             
Transactions with                                                               
owners, recorded                                                                
directly in equity                                                              
Contributions by                                                                
and distributions                                                               
to owners                                                                       
Issue of 1 193 849   -         -           551      -           551             
shares related to                                                               
the acquisition of                                                              
Ones & Zeros                                                                    
Equity settled       91        -           91       -           91              
share based payment                                                             
Capital              -         16          16       -           16              
distribution                                                                    
amounts not                                                                     
exercised                                                                       
Dividend paid by     -         -           -        (2 270)     (2 270)         
subsidiary                                                                      
Total contributions  91        16          658      (2 270)     (1 612)         
by and                                                                          
distributions to                                                                
owners                                                                          
Changes in           -         -           -        -           -               
ownership interests                                                             
in subsidiaries                                                                 
that do not result                                                              
in a loss of                                                                    
control                                                                         
Total transactions   91        16          658      (2 270)     (1 612)         
with owners                                                                     
Balance at 28        91        41 798      53 911   3 881       57 792          
February 2010                                                                   
COMMENTARY                                                                      
1. ACCOUNTING POLICIES                                                          
1.1 BASIS OF PRESENTATION                                                       
The accounting policies applied in the preparation of these abridged audited    
financial statements, which are based on reasonable judgments and estimates, are
in accordance with International Financial Reporting Standards (IFRS) and are   
consistent with those applied in the annual financial statements for the year   
ended 28 February 2009, except for the amended IAS 1 - Presentation of Financial
Statements, which has been adopted for the year ended 28 February 2010. These   
abridged audited financial statements as set out in this report have been       
prepared in terms of IAS 34 - Interim Financial Reporting, the Companies Act,   
1973 (Act 61 of 1973), as amended, and the Listings Requirements of JSE Limited.
For a better understanding of the Group`s financial position and results of     
operations, these abridged audited financial statements must be read in         
conjunction with the Group`s audited annual financial statements for the year   
ended 28 February 2010 which include all disclosures required by IFRS, and which
are expected to be released on or about 28 May 2010.                            
1.2 GOODWILL AND INTANGIBLE ASSETS                                              
Intangible assets and goodwill relating to the acquisition of Acczone were      
identified and valued at acquisition date. Intangible assets relate to client   
contracts and were valued at R793 970 at acquisition date. The amortisation of  
these contracts over the respective contract periods resulted in a charge to the
income statement of R88 219 before tax. Goodwill of R14.2 million arose based on
our estimation of the contingent purchase price from the business combination.  
The goodwill was tested at year end for impairment, however no impairment loss  
has occurred. The purchase price was estimated by taking into account the       
following factors:                                                              
- net profit after tax based on the budget of SilverBridge for the year ending  
28 February 2011;                                                               
- the share price on the effective date of the transaction; and                 
- the deal parameters.                                                          
                      Pre-                           Recognised                 
                      acquisition                                               
                      carrying      Fair value       values on                  
amounts       adjustments      acquisition                
                      R`000         R`000            R`000                      
Intangible assets      -             794              794                       
Deferred tax           -             (222)            (222)                     
liability                                                                       
Net identifiable       -             572              572                       
assets and                                                                      
liabilities                                                                     
Goodwill on the        -             -                14 196                    
Acczone acquisition                                                             
Consideration                                         14 768                    
paid/payable                                                                    
1.3  TRADE AND OTHER PAYABLES                                                   
Trade and other payables comprise the following:                                
                                              2010      2009                    
                                              R`000     R`000                   
Trade payables                                 734       706                    
Withholding tax rebate payable                 5 860     8 650                  
VAT payable                                    489       698                    
Leave accrual                                  1 621     1 311                  
Liability on capital reduction                 29        1 310                  
Other payables (accruals)                      4 335     3 138                  
Ones & Zeros purchase price liability          -         3 840                  
Acczone purchase price liability               11 737    -                      
Total                                          24 805    19 653                 
                                                                                
1.4  RECONCILIATION BETWEEN BASIC EARNINGS                                      
AND HEADLINE EARNINGS                                                           
Basic earnings                                 13 540    6 200                  
Adjusted for:                                                                   
(Profit)/Loss on disposal of equipment         (15)      26                     
Headline earnings                              13 525    6 226                  

1.5  DEFERRED REVENUE AND REVENUE RECOGNISED NOT YET INVOICED                   
Deferred revenue and revenue recognised but not yet invoiced                    
refers to the timing difference between recognition of revenue and              
invoicing to the client based on the contracts. The Group is in a               
net asset position which means it will increase working capital.                
The assets will be converted to accounts receivable in the short-               
term.                                                                           
Current assets                                                                  
Revenue recognised but not yet invoiced        6 657      1 221                 
Current liabilities                                                             
Deferred revenue                               (1 314)    (1 595)               
Net assets/(liabilities)                       5 343      (374)                 
2. CORPORATE ACTIVITY                                                           
2.1 ACQUISITION OF ACCZONE                                                      
The Group purchased the Acczone Academy business and the Acczone Software       
business from Grayston Technology Investments (Proprietary) Limited, through the
wholly-owned subsidiary Acczone Systems (Proprietary) Limited, as set out in our
SENS announcement dated 8 December 2009. The effective date of the acquisition  
was 7 December 2009. SilverBridge provided Acczone with a R3 million short-term 
loan facility to fund the continued development of the acquired software. The   
purchase consideration will, over time, be settled partly in cash and partly by 
the issue of new SilverBridge ordinary shares. The purchase consideration will  
be determined by applying a specified multiple to the net profit after tax of   
Acczone, as recorded in its annual financial statements for the twelve months   
ending 28 February 2011, and subtracting the loan from the result. The purchase 
consideration is capped at a maximum of R18 million. The settlement structure   
based on the estimated contingent purchase consideration of the acquisition is  
as follows:                                                                     
                                                    R`000                       
First settlement                                                                
Acquisition cost                                     (241)                      
Cash payment                                         (3 000)                    
Total first settlement paid in cash                  (3 241)                    
                                                                                
Outstanding consideration to be settled as follows:                             
Share issue (3 842 320 shares at R1.70 each)         6 532                      
Cash stated at fair value (cash payment of R6 143)   5 205                      
Total                                                11 737                     
Acczone was only included for 3 months in the financial results and did not     
contribute materially.                                                          
2.2. CAPITAL DISTRIBUTION                                                       
No distributions were recommended during the year under review.                 
3. AUDIT REPORT                                                                 
The annual financial statements for the year ended 28 February 2010 have been   
audited by KPMG Inc. Their unmodified audit report is available for inspection  
at SilverBridge`s registered office.                                            
4. FINANCIAL RESULTS AND PERFORMANCE                                            
The Group has had a successful year, increasing revenue from R70.6 million to   
R106.5 million and headline earnings per share from 18.78 cents to 37.46 cents  
per share.                                                                      
- Revenue increased by 51% to R106.5 million;                                   
- Profit attributable to equity holders increased by 114% to R13.3 million      
- Headline earnings per share increased by 107%                                 
Change in representation                                                        
The business segment report in the previous financial year was prepared on a    
gross profit level with indirect costs not allocated to the various segments.   
The Group adopted an operating profit approach this financial year. Indirect    
costs have been allocated to the segments. Comparative information has been     
restated in line with the current year`s basis.                                 
Revenue model                                                                   
The Group`s intention is to build its annuity revenue which consists of software
rental and contracted support income. The annuity revenue is driven by project  
related activity from implementation and customisation engagements as well as   
consulting engagements. This year, total annuity income grew by 7%, largely a   
function of lower project related revenues in the previous financial year and   
client usage remaining stable in the economic environment.                      
Consulting - Consulting revenue in the Group is generated by Ones & Zeros. The  
company consults to the banking industry and generated revenue of R31.9 million 
and an operating profit of R7.2 million. Revenue was boosted by additional      
project income from clients within the banking sector. Margins were lower since 
some of the contracts were concluded at a lower margin. The business has also   
bolstered its sales and other support functions for future growth. Consulting   
remains a growth area. We intend increasing market share in the banking industry
over the short-term and expand into other industries over the medium-term.      
Implementation - Implementation income is from once-off project engagements     
where we implement and customise our software for clients. It drives future     
software rental annuity revenue. Revenue more than doubled to R39.3 million as  
activity recovered from the abnormally lower level in the previous year. Margins
recovered as a result. It is in this segment where we have the challenge of     
aligning capacity to work sold. A surplus capacity and/or insufficient work can 
lead to financial pressure. This year we focused on smaller projects and        
projects within our existing client base but also increased market share from   
securing new client contracts.                                                  
Support - Support revenue is monthly contracted income which is annuity based   
and also includes the non contracted recurring work from the existing client    
base. It represents support of implemented client solutions, either remotely or 
on-site. Revenue grew 15% to R12.7 million on higher general activity. Margins  
improved as a result.                                                           
Rental - Our software is sold to our clients on a rental model that scales      
according to usage. This annuity income creates a sound base for overall growth 
of the Group. Software rental revenue grew by 2% to R22.6 million. Given the low
new implementation activity in the previous year, and stable client usage       
software rental growth was low.                                                 
Research and development (R&D) - We have a policy of reinvesting in our software
products and intellectual property on a continuous basis in order to keep it    
relevant. R&D includes developing our software products and investing in tools  
that support the product and industry-specific operational processes. This year,
our R&D activity focused on extending client tools in SDT`s Exergy software and 
converting Acczone`s current loan administration system to the Microsoft.net    
platform. R&D amounted to R9.1 million of which R2.8 million was capitalised.   
The Group maintained a good cash position mainly as a result of not declaring a 
capital distribution or dividend last year. This was our conservative response  
to the international financial crisis. Cash did decrease slightly from R16.1    
million to R14.4 million due to the financing of the final Ones & Zeros         
acquisition payment as well as the first instalment for the Acczone acquisition.
5. CORPORATE GOVERNANCE                                                         
The board is committed to the promotion of good corporate governance as set out 
in the King II report on Corporate Governance in South Africa. The board        
confirms that, during the financial year under review, the Group has complied   
with the material aspects of the principles of the Code of Corporate Practices  
and Conduct contained in the King II report except for:                         
- the board comprising of only one independent non-executive director (which by 
implication affects the audit and risk committee and the remuneration           
committee). This has been prioritised and the board, through the nomination     
committee, is in the process of appointing a second independent non-executive   
director; and                                                                   
- the internal audit function. Due to the size of the Group we have not yet     
adopted an independent internal audit approach although a properly formed group 
finance function exists.                                                        
In anticipation of the introduction of the King III report, the Group has       
launched initiatives to understand, align with and incorporate the principles of
the report into the operations of the board, management and business. These     
initiatives include the review, alignment and implementation of the following   
charters:                                                                       
- Board charter;                                                                
- Audit and risk committee charter;                                             
- Remuneration committee charter; and                                           
- Nomination committee charter.                                                 
6. NOTICE OF ANNUAL GENERAL MEETING                                             
Notice is hereby given that the annual general meeting of SilverBridge will be  
held at Unit EG001, Sandhurst Office Park, corner Katherine and Rivonia Road,   
Sandton, at 10:00 on 25 June 2010, to transact the business as stated in the    
notice of annual general meeting included in the Annual Report which will be    
posted to shareholders on or about 28 May 2010.                                 
7. DIRECTORATE                                                                  
During the year under review Ms Freda du Toit resigned as a non-executive       
director and Mr Rowan Williams resigned as an alternate director to Mr David    
Smollan on 1 August 2009 and 20 January 2010, respectively.                     
8. DIVIDEND DECLARED                                                            
The board have approved the declaration of a cash dividend of 5 cents per share 
(February 2009: 0 cents). From time to time the board of directors considers    
dividend cover based on the Group`s cash flow, gearing and capital requirements.
The dividend will be financed out of free cash flow.                            
The salient dates for the dividend are as follows:                              
Last day to trade                                                               
Shares cum dividend       Friday, 27 August 2010                                
Shares trade ex dividend  Monday, 30 August 2010                                
Record date               Friday, 3 September 2010                              
Payment date              Monday, 6 September 2010                              
No share certificates may be dematerialised or rematerialised between Monday, 30
August 2010 and Friday, 3 September 2010, both dates inclusive.                 
9 POST BALANCE SHEET EVENTS                                                     
No other events occurred subsequent to the year end that would require the      
financial statements to be adjusted.                                            
On behalf of the Board                                                          
Jaco Swanepoel                       Andile Sangqu                              
Chief Executive Officer              Chairman                                   
Pretoria                                                                        
11 May 2010                                                                     
CORPORATE INFORMATION                                                           
DIRECTORS OF SILVERBRIDGE                                                       
Andile Sangqu (Chairman)*, Jaco Swanepoel (Chief Executive Officer), Jeremy de  
Villiers **, Nthabiseng Mokone*, Tyrrel Murray*, David Smollan*, Sandra Duetsch,
Jaco Maritz (Financial Director), Sphelele Sangweni***.                         
(All the directors are South African citizens).                                 
* Non-executive                                                                 
**Independent non-executive                                                     
***Alternate directors                                                          
REGISTERED OFFICES                                                              
First Floor, Castle View North                                                  
495 Prieska Street, Erasmuskloof,                                               
Pretoria, 0048                                                                  
(PO Box 11799, Erasmuskloof, 0048)                                              
COMPANY SECRETARY                                                               
Fusion Corporate Secretarial Services (Proprietary) Limited                     
Registration number: 2007/008376/07)                                            
Represented by Melinda van den Berg                                             
LEGAL ADVISERS                                                                  
Gildenhuys Lessing Malatji Incorporated                                         
(Registration number: 1997/002114/21)                                           
GROUP AUDITORS                                                                  
KPMG Incorporated                                                               
(Registration number: 4530188665)                                               
DIRECTORS OF SDT:                                                               
Jaco Swanepoel, Jaco Maritz, Gawie Erasmus. David Smollan*                      
Johan Reyneke*, Leon du Rand*                                                   
(All the directors are South African citizens).                                 
* Non-executive                                                                 
DIRECTORS OF ONES & ZEROS:                                                      
Sandra Duetsch, Amanda Newell, Jaco Swanepoel*, Jaco Maritz*.                   
(All the directors are South African citizens).                                 
* Non-executive                                                                 
DIRECTORS OF ACCZONE                                                            
Ben Pieters, Jaco Swanepoel*, Jaco Maritz*.                                     
(All the directors are South African citizens).                                 
* Non-executive                                                                 
TRANSFER SECRETARIES                                                            
Computershare Investor Services (Proprietary) Limited                           
(Registration number: 2004/003647/07)                                           
70 Marshall Street, Johannesburg, 2001                                          
(PO Box 61051 Marshalltown, 2107)                                               
DESIGNATED ADVISER:                                                             
Merchantec Capital                                                              
(Registration number: 2008/027362/07)                                           
www.silverbridge.co.za                                                          
Date: 11/05/2010 07:05:06 Produced by the JSE SENS Department.                  
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