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PBT
PBT
PBT - PBT Group Limited - Reviewed Interim Results for the six months ended 28
February 2011
PBT GROUP LIMITED
Incorporated in the Republic of South Africa
Registration number: 1936/008278/06
SHARE CODE: PBT
ISIN: ZAE000149712
Reviewed Interim Results for the six months ended 28 February 2011
Consolidated Statement of Financial Position
Reviewed at Unaudited at Audited at
28 February 31 December 31 August
2011 2009 2010
R R R
Assets
Non-current assets
Property, plant and equipment 1 912 192 - 2 072 768
Goodwill 7 564 932 - 7 564 932
Intangible assets 8 581 605 - 2 794 652
Other financial assets 2 757 718 - 2 614 402
Deferred tax 668 235 247 727 6 029 842
21 484 682 247 727 21 076 596
Current assets
Inventories 30 955 443 - 17 195 984
Current tax receivable 1 944 765 - 1 439 698
Trade and other receivables 35 055 661 263 426 27 190 645
Cash and cash equivalents 296 407 13 412 700 14 599 180
68 252 276 13 676 126 60 425 507
Total assets 89 736 958 13 923 853 81 502 103
Equity and liabilities
Equity
Equity attributable to equity
holders of the parent
Share capital 128 165 9 876 409 128 165
Reserves 27 816 320 464 930 552 27 816 320
Accumulated profit/(loss) 39 611 884 (462 823 474) 26 719 929
67 556 369 11 983 487 54 664 414
Non-controlling interest 1 707 029 - 1 231 105
69 263 398 11 983 487 55 895 519
Liabilities
Non-current liabilities
Other financial liabilities 10 925 066 1 460 000 6 339 339
10 925 066 1 460 000 6 339 339
Current liabilities
Trade and other payables 5 746 352 300 792 7 537 234
Provisions 2 531 339 - 2 386 468
Current tax payable - 179 574 -
Bank overdraft 1 270 803 - 9 343 543
9 548 494 480 366 19 267 245
Total liabilities 20 473 560 1 940 366 25 606 584
Total equity and liabilities 89 736 958 13 923 853 81 502 103
Net asset value per share (cents) 52.3 48.9 223.0
Consolidated Statement of Comprehensive Income
Reviewed
six months
ended
28 February
2011
Note R
Revenue 2 94 069 616
Cost of sales (52 255 011)
Gross profit 41 814 605
Other income 714 136
Operating expenses (23 547 062)
Operating profit 18 981 679
Investment revenue 259 157
Finance costs (362 761)
Profit before taxation 18 878 075
Taxation (5 510 196)
Profit from continuing operations 13 367 879
Discontinued operations
Profit for the period from discontinued operations -
Profit for the period 13 367 879
Other comprehensive income -
Total comprehensive income 13 367 879
Profit attributable to:
Owners of the parent 12 891 955
Profit for the period from continuing operations 12 891 955
Profit for the period from
discontinued operations -
Non-controlling interest 475 924
13 367 879
Total comprehensive income attributable to:
Owners of the parent 12 891 955
Non-controlling interest 475 924
13 367 879
Number of shares issued 230 364 821
Weighted average number of shares 129 146 750
Earnings per share
Basic earnings per share (cents) 10.0
Headline earnings per share (cents) 10.0
Diluted earnings per share (cents) 10.0
Diluted headline earnings per share (cents) 10.0
Unaudited Audited
six months 14 months
ended ended
31 December 31 August
2009 2010
R R
Revenue 1 615 064 84 206 592
Cost of sales - (60 824 518)
Gross profit 1 615 064 23 382 074
Other income 1 982 804 5 104 160
Operating expenses (2 641 483) (17 791 024)
Operating profit 956 385 10 695 210
Investment revenue - 2 305 062
Finance costs (47 550) (810 049)
Profit before taxation 908 835 12 190 223
Taxation (179 574) 7 826 729
Profit from continuing operations 729 261 20 016 952
Discontinued operations
Profit for the period from discontinued
operations 93 235 -
Profit for the period 822 496 20 016 952
Other comprehensive income - -
Total comprehensive income 822 496 20 016 952
Profit attributable to:
Owners of the parent 822 496 19 286 532
Profit for the period from continuing operations 729 261 19 286 532
Profit for the period from discontinued
operations 93 235 -
Non-controlling interest - 730 420
822 496 20 016 952
Total comprehensive income attributable to:
Owners of the parent 822 496 19 286 532
Non-controlling interest - 730 420
822 496 20 016 952
Number of shares issued 470 859 935 470 859 935
Weighted average number of shares 24 516 833 24 516 833
Earnings per share
Basic earnings per share (cents) 3.4 78.7
Headline earnings per share (cents) 3.4 74.4
Diluted earnings per share (cents) 3.4 78.7
Diluted headline earnings per share (cents) 3.4 74.4
Consolidated Statement of Cash Flows
Reviewed Unaudited Audited
six months six months 14 months
ended ended ended
28 February 31 December 31 August
2011 2009 2010
R R R
Cash flows from operating
activities
Cash receipts from customers 89 139 011 - 58 563 161
Cash paid to suppliers and
employees (92 617 805) 238 227 (80 921 835)
Cash generated from/(used in)
operations (3 478 794) 238 227 (22 358 674)
Interest income 259 157 1 615 064 2 305 062
Dividends paid - (47 085 994) -
Finance costs (362 761) (47 550) (810 049)
Tax received/(paid) (653 654) 1 566 500 (1 616 469)
Net cash from operating
activities (4 236 052) (43 713 753) (22 480 130)
Cash flows from investing
activities
Purchase of property, plant
and equipment (222 197) - (840 015)
Purchase of other intangible
assets (6 214 193) - (470 817)
Purchase of listed
investments - (17 725) -
Business combinations - - (5 964 931)
Sale of financial assets (143 316) 14 262 987 11 708 979
Net cash from investing
activities (6 579 706) 14 245 262 4 433 216
Cash flows from financing
activities
Reduction of share capital
or buy-back of shares - - 22 856 828
Proceeds from other
financial liabilities 4 585 727 - 4 879 339
Dividends paid - - (47 085 994)
Net cash from financing
activities 4 585 727 - (19 349 827)
Total cash movement for
the six months (6 230 031) (29 468 491) (37 396 741)
Cash at the beginning of
the six months 5 255 637 42 881 191 42 652 378
Total cash at the end of the
six months (974 396) 13 412 700 5 255 637
Consolidated Statement of Changes in Equity
Total
Share Share share
capital premium capital
R R R
Balance at 1 July 2009 9 876 409 464 680 552 474 556 961
Changes in equity
Total comprehensive income
for the period - - -
Business combination (9 780 709) (464 648 087) (474 428 796)
Dividends - - -
Total changes (9 780 709) (464 648 087) (474 428 796)
Balance at 1 September 2010 95 700 32 465 128 165
Changes in equity
Total comprehensive income for
the six months - - -
Total changes - - -
Balance at 28 February 2011 95 700 32 465 128 165
Total
attributable
Other Accumulated to equity holders
NDR profit/(loss) of the group
R R R
Balance at 1 July 2009 250 000 (416 598 285) 58 208 676
Changes in equity
Total comprehensive income
for the six months - 19 286 532 19 286 532
Business combination 27 566 320 471 117 676 24 255 200
Dividends - (47 085 994) (47 085 994)
Total changes 27 566 320 443 318 214 (3 544 262)
Balance at 1 September
2010 27 816 320 26 719 929 54 664 414
Changes in equity
Total comprehensive income
for the six months - 12 891 955 12 891 955
Total changes - 12 891 955 12 891 955
Balance at 28 February
2011 27 816 320 39 611 884 67 556 369
Non-
controlling Total
interest equity
R R
Balance at 1 July 2009 - 58 208 676
Changes in equity
Total comprehensive income for the six months 730 420 20 016 952
Business combination 500 685 24 755 885
Dividends - (47 085 994)
Total changes 1 231 105 (2 313 157)
Balance at 1 September 2010 1 231 105 55 895 519
Changes in equity
Total comprehensive income for the six months 475 924 13 367 879
Total changes 475 924 13 367 879
Balance at 28 February 2011 1 707 029 69 263 398
Segment Report
Segment information
The group is organised into two main segments based on the type of industries
they deliver services to.
The group`s reportable segments are as follows:
For management purposes, the group is organised into two distinct business
segments, based on the services that each provides. The group is a pure services
company and derives no income from the selling of third party software or
hardware. The pricing structure for the "insurance and medical aid
administration software services" segment is largely based on the number of
members administered.
Management monitors the operating results of the business segments continuously
to optimise the allocation of resources and to assess performance and
profitability. Finance costs, finance income and income taxes are managed on a
group basis.
Computer Insurance and
software medical aid
consulting administration
and software and
implementation services Other
R R R
COMPREHENSIVE INCOME
Revenues from external
customers 82 649 943 3 986 621 8 340 268
Intragroup revenues 2 835 455 1 153 033 -
Total revenue 85 485 398 5 139 654 8 340 268
Operating profit 18 801 111 870 487 (689 919)
Interest income 33 419 1 063 224 675
Interest expenses (296 973) (8 645) (57 143)
Income taxes (5 221 955) (214 491) (73 750)
Profit/(loss) for the period 13 316 469 648 415 (383 547)
FINANCIAL POSITION
Reportable segment assets 268 675 685 6 748 058 689 322 702
Total assets 268 675 685 6 748 058 689 322 702
Reportable segment
liabilities (710 014 476) (2 384 137) (255 270 681)
Total liabilities (710 014 476) (2 384 137) (255 270 681)
OTHER INFORMATION
Capital expenditure1 5 492 059 944 332 -
Depreciation and
amortisation 810 013 - -
Eliminations
and
adjustments Total
R R
COMPREHENSIVE INCOME
Revenues from external
customers (907 216) 94 069 616
Intragroup revenues (3 988 488) -
Total revenue (4 895 704) 94 069 616
Operating profit - 18 981 679
Interest income - 259 157
Interest expenses - (362 761)
Income taxes - (5 510 196)
Profit/(loss) for the period - 13 367 879
FINANCIAL POSITION
Reportable segment assets (875 009 487) 89 736 958
Total assets (875 009 487) 89 736 958
Reportable segment liabilities 947 195 734 (20 473 560)
Total liabilities 947 195 734 (20 473 560)
OTHER INFORMATION
Capital expenditure1 - 6 436 391
Depreciation and amortisation - 810 013
Notes:
1 Capital expenditure consists of additions to property, plant and equipment and
intangible assets.
GEOGRAHIC INFORMATION (based on the location of the customer)
Revenue from external customers
R
Australia 3 630 418
Africa and Middle East 30 912 661
Republic of South Africa 59 526 537
94 069 616
Information about major customers
Revenue from three customers amounted to R36 680 500, arising from services by
the "computer software consulting and implementation" segment.
Notes:
1. Basis of preparation
The reviewed interim financial statements for the period have been prepared in
accordance with the recognition and measurement requirements of IAS 34: Interim
Financial Reporting, the AC 500 Standards as issued by the Accounting Practice
Board and in compliance with the Listings Requirements of the JSE Limited and
the South African Companies Act (1973). The accounting policies and method of
measurement and recognition applied in preparation of these reviewed condensed
consolidated interim financial statements are consistent with those applied in
the audited annual financial statements for the year ended 31 August 2010. The
accounting policies and methods have been prepared on the historical cost basis,
and they are presented in South African Rands.
The reviewed condensed consolidated interim financial information for the period
ended 28 February 2011 have been reviewed by the group`s auditors, LDP Inc. The
review was conducted in accordance with ISRE 2410 "Review of Interim Financial
Information Performed by the Independent Auditor of the Entity". A copy of their
review report is available for inspection at the company`s registered office.
Reviewed Unaudited Audited
six months Six months 14 months
ended ended ended
28 February 31 December 31 August
2011 2009 2010
R R R
2. Revenue
Rendering of services 94 069 616 - 84 206 592
Interest revenue - 1 615 064 -
94 069 616 1 615 064 84 206 592
3. Events after the reporting period
PBT Group exceeded its profit before tax warranty of R32 million for the 12
months ending 28 February 2011 and as a result 51 461 997 shares will be issued
on Friday, 29 April 2011 to conclude the transaction in terms of the acquisition
of PBT Group Limited.
4. Renewal of cautionary announcement
Further to the cautionary announcement dated 28 February 2011, shareholders are
advised that negotiations are still in progress which, if successfully
concluded, may have a material effect on the price of the company`s securities.
Accordingly, shareholders are advised to continue exercising caution when
dealing in the company`s securities until a further announcement is made.
5. Dividend declaration
Notice is hereby given that an interim dividend of 3 cents per share (2010:
Rnil) has been declared for the six-month period ending 28 February 2011.
Last day to trade cum dividend Friday, 20 May 2011
Shares trade ex dividend Monday, 23 May 2011
Record date Friday, 27 May 2011
Payment date Monday, 30 May 2011
Share certificates may not be dematerialised or rematerialised between Monday,
23 May 2011 and Friday, 27 May 2011, both dates inclusive.
6. Movement in issued share capital
Ordinary share 194 767 260
"N" shares conversion 276 092 675
470 859 935
Bonus issue 2010/11/15 19 476 726
Share issue 2010/11/29 4 116 959 760
4 607 296 421
Consolidation 2010/12/06 230 364 821
Issued shares as at 28 February 2011 230 364 821
Commentary
Group results
The group recorded a profit before taxation of R18 878 075 for the six-month
period ending 28 February 2011.
Taxation amounted to R5 510 196 resulting in an after-tax profit of R13
367 879. The group realised R5.5 million of the deferred tax asset raised in the
previous financial period through the statement of comprehensive income as at 28
February 2011.
Earnings per share (EPS) and headline earnings per share (HEPS)for the six-month
period amounted to 10.0 cents.
Board composition
Mr Martin Rennhackkamp resigned as a director with effect from 22 February 2011
and has relocated to Melbourne, Australia where he has been appointed as
director of PBT Group (Australia) Pty Limited, significantly strengthening the
group`s business intelligence offering in Australia.
Mr Jason Kinnear and Mrs Michelle Baron-Williamson have been appointed as
directors with effect from 25 February 2011 and Mrs Elizna Read has been
appointed as Human Resources Director with effect from 18 April 2011.
Dividend
An interim dividend of 3 cents per ordinary share (total payment: R8 454 805)
has been declared, and will be paid on Monday, 30 May 2011.
Earnings and headline earnings per share
As PBT Group exceeded its profit before tax warranty of R32 million for the 12
months ending 28 February 2011, the PBT vendors will be issued with an
additional 51 461 997 ordinary shares to conclude the acquisition of PBT Group
Limited. This will have a significant dilutive effect on future earnings per
share and headline earnings per share.
Prospects
The group increased its client base and cemented its position as the leading
business intelligence and data management services company in South Africa.
Rapid expansion into the Africa/Middle East regions and Australia will result in
the group deriving more than 50% of its income from foreign operations in the
next six months.
Comparative figures
The reverse listing of PBT Group Limited into the Wooltru cash shell and the
subsequent change in the year-end and the capital structure have a significant
effect on the comparative earnings per share and headline earnings per share
figures and requires careful analysis.
HC STEYN PJ DE WET
(Chairman) (Chief Executive Officer)
Cape Town
19 April 2011
Directorate and Administration
Directors:
HC Steyn (Chairman)*, M Kaplan*, PJ de Wet (Chief Executive Officer), KN Wood,
N Vallabh, AM Louw (Financial Director), JJ Kinnear, MR Baron-Williamson, E
Read
* Independent non-executive
Company Registration Number:
1936/008278/06
Share code: PBT ISIN: ZAE000149712
Domicile and Registered Office:
Unit 3, Knowledge Park 3
Cnr Century Boulevard and Heron Crescent, Century City, 7441, South Africa
Postal Address:
PO Box 276, Century City, 7446
Contact Details:
Tel: 021 551 0937 Fax: 021 551 0923
Company Secretary:
B Pieters
Transfer Secretary:
Computershare Investor Services (Pty) Ltd, 70 Marshall Street, Johannesburg,
2001, South Africa
Principal Banker:
The Standard Bank of South Africa
Auditors:
LDP Inc.
Sponsor:
Bridge Capital Advisors (Pty) Ltd
Date: 19/04/2011 17:26:01 Produced by the JSE SENS Department.
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