| Wed 4 May 2011, 16:44 | | IQG - IQuad Group Limited - Reviewed Preliminary Condensed Financial Statements |
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IQG
IQG
IQG - IQuad Group Limited - Reviewed Preliminary Condensed Financial Statements
for year ended 28 February 2011
IQuad Group Limited
(Incorporated in the Republic of South Africa)
Registration number 2004/025177/06
Share code: IQG
ISIN: ZAE000101622
("IQuad", "the Company" or "the Group")
REVIEWED PRELIMINARY CONDENSED FINANCIAL STATEMENTS FOR YEAR ENDED 28 FEBRUARY
2011
Highlights
Commentary on the full year results for the period ended 28 February 2011
General comments and prospects
IQuad experienced improved performance in the second half of the year under
review; however, full-year results remain disappointing with headline earnings
of R10.2m, a decline of 20.9% from the R12.9m achieved in 2010.
It is encouraging to note that the recent economic downturn is showing signs of
recovery and while the turnaround has been slower than expected, we are seeing
an increased appetite from clients to take on new investment projects.
Organic growth prospects
The key insights gained in reviewing our 2011 results are summarised below and
are further explained in the segmental commentary that follows:
1 Our incentives business performed below 2010 levels, achieving full year
profits of R7.2m (2010: R11.6m). This underperformance is largely
attributed to a reduction in revenue in our incentive consulting services
division as a result of the transition from the old Small Medium Enterprise
Development Programme ("SMEDP")to the new Enterprise Investment Programme
("EIP").
2 Our verification business which is largely made up of Black Economic
Empowerment ("BEE") consulting and verification services experienced a
widening of losses from R1.2m in 2010 to R1.9m in 2011, despite a
substantial increase in revenue. We have embarked on a restructuring of our
business model to reduce operating costs.
3 Our global trade business reported excellent growth with full year profit
of R9.1m achieved (2010: R6.1m). A major portion of this growth came from
customs duty recovery services for clients combined with a consistent
performance from our treasury operation.
4 Group costs for the period under review have been negatively affected by
restructuring and relocation costs.
Acquisitive growth prospects
During the period under review we finalised the acquisition of 100% of the
shareholding in Kagiso Treasury Solutions ("Kagiso"). This operation is in the
process of being integrated into our existing treasury outsourcing operations.
Post the acquisition, IQuad`s treasury division is one of the largest,
independent treasury operations in the country both in terms of clients serviced
and transactions processed.
The Group also acquired the remaining 26% in Export Credit Exchange (Pty) Ltd
("ECE"), taking its total shareholding to 100%.
Our objective is to be the preferred supplier of high impact strategic outsource
and compliance services to businesses and we will continue to seek out growth
opportunities through suitable acquisitions that have a good fit with our core
strategy. The identification of suitable and sizeable acquisitions is one of our
key objectives over the next 12 months.
The Group has accordingly decided not to pay a final dividend for 2011 and will
instead invest surplus funds into current and future business opportunities that
meet our investment criteria. The Group presently has a number of investment
opportunities at various stages of consideration.
Goodwill impairment
Given the uncertainty surrounding the rate of recovery of the underlying
economy, management deemed it appropriate to review the carrying value of our
goodwill. This resulted in a goodwill impairment of R25.2m during the year under
review. Our goodwill carrying value has been re-assessed at year end and no
further adjustments were required.
Segment report
Investment incentives
As noted above, this business pillar achieved results lower than the prior year
due to a decline in revenue from our incentive consulting services.
The reduction in revenue is largely attributable to the accelerated SMEDP
payments by the Department of Trade and Industry ("DTI") in the second half of
the previous financial year, which created a revenue gap between the old SMEDP
and the new EIP programme.
Despite the below par financial results, there were some notable positive
developments in the past 12 months:
1 The DTI launched the Automotive Incentive Scheme ("AIS"), an incentive that
targets the automotive industry and which forms part of the new Automotive
Production and Development Programme due to be implemented in 2013. We have
submitted a total of 42 incentive applications under this scheme in the
past year which await DTI approval.
2 The S12I tax incentive has been launched which targets large projects and
provides additional tax allowances of up to R900m for investors.
3 A total of 288 EIP incentive applications were submitted in the past year
compared with 253 in 2010.
Results from our Export Credit Exchange division, which is involved in the
trading of Motor Industry Development Programme ("MIDP") Import Rebate Credit
Certificates ("IRCC"), were in line with expectations. The automotive industry
is showing signs of sustained recovery which should have a positive impact on
the IRCC market.
Global trade services
This business pillar returned an exceptional performance due to record revenue
levels and reduced overhead costs in their duty recovery activities.
Profitability from treasury outsourcing services was consistent with the
previous year, despite reduced trade volumes as a result of continued rand
strength. We are satisfied that we have maintained our existing client base and
taken on new business despite the trying economic environment. Annuity income
comprises 73% of total income in this business pillar and is made up of fixed
and commission-based fees. Performance income is directly linked to the results
that we achieve on behalf of our clients and we have shown 19% growth in revenue
in this area of our business despite a reduction in currency under management.
Business development
Our business development activities are primarily centred on providing ISO
management systems implementation and consulting, and specialised IT solutions
for the financial and retail sectors.
Our focus over the last year has been to stabilise this business segment and to
curtail historical loss trends. Good progress has been made in our technologies
business mainly due to our involvement in a strategic payment solution for one
of the major banks. This project is expected to provide good levels of annuity
income for the next two to three years and serve as a platform to solidify and
expand the business.
Audit and verification
Our BEE verification business unit has once again shown substantial growth, with
full year revenue increasing by more than 100% on the previous year.
Unfortunately, this revenue growth has come without a resulting improvement in
the profitability of the business necessitating a re-evaluation of the business
structure.
We have embarked on a restructuring process to improve efficiency and reduce
fixed overheads. These restructuring plans are in the process of being
implemented and we are positive that the decisive action taken will see a marked
improvement in the profitability of this business segment.
We continue to see a steady demand for new verification work in spite of the
difficult economic conditions.
Cash flow
The Group generated R5.6m cash from its operating activities after investing a
further R1.95m in working capital. Cash raised from the sale of a portion of the
Port Elizabeth property was mainly utilised for the Kagiso and ECE acquisitions
and reduction in the mortgage bond.
Dividends of R8.5m were paid during the year compared with R6.7m in 2010.
Acknowledgement
Finally, we would like to express our appreciation to management and staff for
their dedicated commitment and assistance over the last year.
Consolidated statement of financial position
Reviewed Audited
28-Feb-11 28-Feb-10
R000 R000
Assets
Non-current assets 111 428 120 393
Investment property 14 434 13 091
Property, plant and equipment 14 163 12 694
Goodwill 65 524 87 006
Intangible assets 4 430 2 930
Deferred tax assets 9 599 3 672
Loan receivable 3 278 1 000
Current assets 33 660 35 523
Work in progress 1 927 1 997
Current tax assets 676 496
Trade and other receivables 26 408 25 150
Loan receivable - 584
Amounts owing by associates and joint
venture 787 117
Cash and cash equivalents 3 862 7 179
Non-current assets held for sale - 16 328
Total assets 145 088 172 244
Equity and liabilities
Equity and reserves 108 792 137 967
Share capital 101 200 103 867
Share reserve (369) (3 036)
Accumulated profits 9 776 35 123
Share capital and reserves 110 607 135 954
Non-controlling interest (1 815) 2 013
Non-current liabilities 15 279 21 102
Operating lease liability 421 606
Deferred tax liabilities 560 406
Borrowings 14 298 20 090
Current liabilities 21 017 12 813
Current tax liabilities 304 129
Trade and other payables 12 064 11 053
Provisions 25 229
Dividend payable 750 -
Borrowings 7 874 1 402
Liabilities of disposal groups - 362
Total liabilities 36 296 34 277
Total equity and liabilities 145 088 172 244
Consolidated statement of comprehensive income
Reviewed Audited
28-Feb-11 28-Feb-10
R000 R000
Revenue 85 628 79 970
Cost of services rendered (38 625) (36 010)
Gross profit 47 003 43 960
Other operating income 601 166
Operating expenses (62 365) (26 167)
Operating (loss)/profit (14 761) 17 959
Investment income 3 553 4 231
Share of losses from associates and
joint venture - (124)
Finance costs (2 099) (2 423)
(Loss)/profit before taxation (13 307) 19 643
Taxation (4 062) (6 315)
(Loss)/profit for the year (17 369) 13 328
Exchange differences on translating
foreign operation - (30)
Total comprehensive (loss)/income
for the year (17 369) 13 298
(Loss)/profit for the year attributable to: (17 369) 13 328
Non-controlling interests (1 800) (831)
Equity shareholders of the Company (15 569) 14 159
Total comprehensive (loss)/income
for the year attributable to: (17 369) 13 298
Non-controlling interests (1 800) (831)
Equity shareholders of the Company (15 569) 14 129
Basic and diluted (loss)/earnings
per ordinary share (cents) (56,9) 50,6
Weighted average number of shares
in issue (`000) 27 382 27 979
Consolidated statement of changes in equity
Attributable to equity shareholders of the
Company
Share Share Treasury Total share
capital premium shares capital
R000 R000 R000 R000
Balance at 1 March 2009 -
audited 3 104 412 (548) 103 867
Total comprehensive income
for the year - - - -
Adjustments to contingent - - - -
considerations
Dividends - - - -
Disposal of shares in
subsidiaries - - - -
Other movements in
non-controlling interests - - - -
Balance at 1 March 2010 -
audited 3 104 412 (548) 103 867
Total comprehensive loss
for the year - - - -
Treasury shares - - (2 667) (2 667)
Non-controlling interest
acquired in existing
subsidiary - - - -
Dividends - - - -
Other movements in non-
controlling interests - - - -
Balance at 28 February 2011
- reviewed 3 104 412 (3 215) 101 200
Consolidated statement of changes in equity (continued)
Attributable to equity shareholders of the
Company
Foreign Share Total Accumu-
currency reserve reserves lated
trans- profits
lation
reserve
R000 R000 R000 R000
Balance at 1 March 2009 -
audited 30 - 30 27 087
Total comprehensive income
for the year (30) - (30) 14 159
Adjustments to contingent
considerations - (3 036) (3 036) -
Dividends - - - (6 123)
Disposal of shares in
subsidiaries - - - -
Other movements in
non-controlling interests - - - -
Balance at 1 March 2010 -
audited - (3 036) (3 036) 35 123
Total comprehensive loss
for the year - - - (15 569)
Treasury shares - 2 667 2 667 -
Non-controlling interest
acquired in existing
subsidiary - - - (1 993)
Dividends - - - (7 785)
Other movements in
non-controlling interests - - - -
Balance at 28 February 2011
- reviewed - (369) (369) 9 776
Consolidated statement of changes in equity (continued)
Attributable to equity shareholders of the
Company
Total Non-controlling Total
interests equity
R000 R000 R000
Balance at 1 March 2009 -
audited 130 984 5 124 136 108
Total comprehensive income
for the year 14 129 (831) 13 298
Adjustments to contingent
considerations (3 036) - (3 036)
Dividends (6 123) (500) (6 623)
Disposal of shares in
subsidiaries - (1 777) (1 777)
Other movements in
non-controlling interests - (3) (3)
Balance at 1 March 2010 -
audited 135 954 2 013 137 967
Total comprehensive loss
for the year (15 569) (1 800) (17 369)
Treasury shares - - -
Non-controlling interest
acquired in existing
subsidiary (1 993) (331) (2 324)
Dividends (7 785) (1 456) (9 241)
Other movements in
non-controlling interests - (241) (241)
Balance at 28 February 2011
- reviewed 110 607 (1 815) 108 792
Consolidated statement of cash flows
Reviewed Audited
28-Feb-11 28-Feb-10
R000 R000
Cash flows from operating activities 5 618 7 444
Cash generated from operations 12 525 18 610
Investment income 3 303 2 057
Finance costs (2 066) (2 632)
Taxation paid (8 144) (10 591)
Cash flows from investing activities 2 143 2 962
Additions to investment property (1 343) -
Acquisition of property, plant and equipment (1 987) (7 778)
Proceeds on disposal of property,
plant and equipment 51 250
Proceeds on disposal of non-current asset
held for sale 11 800 10 000
Additions to non-current asset held for sale (1 100) -
Acquisition of intangible assets (1 334) (1 429)
Contingent considerations (paid)/received (265) 2 765
Cash (outflow)/inflow on disposal of
subsidiaries (194) 2 344
Investment in subsidiaries (3 583) (3 161)
Cash flow on consolidation of non-current
asset held for sale 98 -
Investment in associates - (29)
Cash flows from financing activities (11 078) 4 058
Amounts advanced to associate (265) (330)
Non-controlling interests` loans advanced (238) 1 064
Acquisition of non-controlling interest in
existing subsidiary (2 324) -
Loans receivable advanced - (406)
Non-current borrowings (repaid)/advanced (6 231) 10 425
Current borrowings advanced 6 472 -
Dividends paid (8 492) (6 695)
(Decrease)/increase in cash and cash
equivalents (3 317) 14 464
Cash and cash equivalents at beginning
of the year 7 179 (7 285)
Cash and cash equivalents at end of the year 3 862 7 179
Selected explanatory notes
Basis of preparation and accounting policies
The preliminary condensed financial statements have been compiled in accordance
with IAS 34, Interim Financial Reporting and in compliance with the JSE Limited
Listings Requirements.
The accounting policies and critical accounting estimates and judgements applied
to these financial statements are consistent with those applied for the year
ended 28 February 2010, except for the following revised standards which are
effective for the financial year beginning 1 March 2010: IFRS 3 (Revised),
Business Combinations, and IAS 27 (Revised), Consolidated and Separate Financial
Statements. The adoption of IFRS 3 (Revised) and IAS 27 (Revised) had no
material effect on the results, other than as disclosed in the notes below and
neither standard required any restatement of previously reported results.
Review by auditor
The Company`s auditors, PricewaterhouseCoopers Inc., have reviewed the
preliminary condensed consolidated financial statements for the year ended 28
February 2011. Their unqualified report is available for inspection at the
registered office of the Company.
Non-current assets held for sale and liabilities of disposal group
Reviewed Audited
28-Feb-11 28-Feb-10
R000 R000
Non-current assets held for sale
Investment in subsidiary (NMT) - 4 035
Investment property - 12 293
- 16 328
Liabilities of disposal group
Available for sale liabilities (NMT) - (362)
During the previous financial year, the Group acquired National Money Transfer
(Pty) Ltd ("NMT") with the intention to re-sell and as a result the investment
and its related liabilities were disclosed as held for sale.
The proposed disposal of NMT did not materialise and the subsidiary has been
consolidated on the full method as prescribed in IAS 27.
The note on acquisitions and disposals of subsidiaries below provides further
information.
The Group disposed of a portion of the investment property for R14m at a profit
of R268 563. The purchase consideration was settled by the transfer of R11.8m in
cash and the balance remains as a loan of R2.2m owing to the Group. Transfer of
the property took place on 27 September 2010.
Acquisition and disposals of subsidiaries
On 1 March 2010, the Group acquired the remaining 26% non-controlling interest
in Export Credit Exchange (Pty) Ltd for R2 324 000 in cash. This transaction did
not result in a change in control and must be accounted for as an equity
transaction as per IAS 27 (Revised). Under the previous IAS 27 this would have
resulted in additional goodwill being recognised.
On 1 December 2009 the Group increased its shareholding in NMT from 17% to 83%.
The book and fair values of the net assets acquired in the NMT business
combination on the date control was obtained, 1 December 2009, were as follows:
NMT
Book value Fair value
R000 R000
Property, plant and equipment 1 1
Intangible assets - 2 733
Deferred tax - 1 492
Trade and other receivables 60 60
Cash and cash equivalents 140 140
Non-current liabilities (4 443) (109)
Trade and other payables (1 313) (213)
(5 555) 4 104
Non-controlling interest (698)
Negative goodwill (105)
Purchase price 3 301
The subsidiary was acquired with the intention to re-sell and accordingly met
the criteria to be consolidated on the basis of recording the fair value of the
assets and liabilities of the held for sale disposal group as a single
investment during the previous year.
Accordingly the subsidiary was disclosed as a non-current asset held for sale as
at 28 February 2010.
The proposed sale did not materialise and the subsidiary has subsequently been
consolidated on the full method as prescribed in IAS 27 from 1 March 2010.
The resulting business combination gave rise to negative goodwill of R104 704
which has already been taken into account in the prior year financial results
when the non-current asset held for sale was adjusted to its fair value.
The Group believes that NMT`s information technology services offers significant
opportunities for growth. NMT provides a suite of financial service and payment
platforms for the retail, banking and third-party payment sectors.
The following net assets were fully consolidated into the Group
on 1 March 2010:
NMT
Book value Fair value
R000 R000
Property, plant and equipment 1 1
Intangible assets - 2 350
Deferred tax - 1 613
Trade and other receivables 23 23
Cash and cash equivalents 98 98
Non-current liabilities (4 414) (80)
Trade and other payables (1 694) (332)
(5 986) 3 673
Non-current asset held for sale
in 2010 financial year (4 035)
Liabilities of disposal group 362
Cash and cash equivalents (98)
Cash inflow on full consolidation of
non-current asset held for sale (98)
On 1 September 2010, the Group acquired a 100% interest in Kagiso Treasury
Solutions (Pty) Ltd ("Kagiso") for R4 792 539. Kagiso offers treasury management
and advisory services to corporate clients.
The purchase price was partly settled in cash of R3 582 987. The balance of the
purchase price is payable when a critical contract has been secured by Kagiso.
This contingent consideration has been valued by Group management using
statistical probabilities and is included in the purchase price allocation
below.
Goodwill of R3 471 557 arose on the transaction which relates to the future
synergies that will result from the business combination.
The Group believes that the Kagiso business combination will enhance the growth
of the global trade business pillar through cost synergies.
The book and fair values of the net assets acquired in the business combination
are as follows:
Kagiso
Book value Fair value
R000 R000
Property, plant and equipment 589 391
Intangible assets 1 105 1 188
Deferred tax 163 163
Trade and other receivables 1 491 1 457
Non-current liabilities (526) (526)
Trade and other payables (1 594) (1 594)
1 228 1 079
Goodwill 3 472
Purchase consideration 4 551
Contingent consideration (968)
Cash outflow on business combination 3 583
Revenue of R4.989m and losses of R0.356m have been included in the Group`s
results. Total revenue of R10.137m and losses of R0.070m would have been
included had the Group acquired the subsidiary on 1 March 2010.
On 1 September 2010 the Group disposed of 35% of its interest in IQuad Finance
Solutions (Pty) Ltd at a profit of R250 343.
The book and fair value of the net assets disposed of are as follows:
R000
Property, plant and equipment 8
Intangible assets 3
Loan from holding company (467)
Shareholders loan (200)
Trade and other receivables 167
Cash and cash equivalents 194
Trade and other payables (50)
Deferred tax 95
Net assets disposed of (250)
Group profit on disposal 250
Selling price -
Cash and cash equivalents 194
Cash outflow on disposal of subsidiary 194
Goodwill
Given the uncertainty in the rate of recovery of the global economy, management
deemed it appropriate, as at the interim reporting date, to re-assess the
assumptions that were used in the impairment testing done of goodwill. The
impairment losses that arose and were reported in the interim results were
ascertained by value-in-use calculations and pertain to the following cash-
generating units:
Reviewed Audited
28-Feb-11 28-Feb-10
R000 R000
IQuad Investment Incentives (Pty) Ltd 6 520 -
IQuad Treasury Solutions (Pty) Ltd 10 518 -
Other cash-generating units 8 175 233
25 213 233
Further impairment tests were done at year end using pre-tax discount rates that
generally range between 28% and 32%. No further impairments were considered
necessary.
In performing these value-in-use calculations management estimated average long-
term growth rates based on historical trends, taking into account inherent
industry risk and specific management knowledge.
Adjustments were made for the current prolonged market conditions.
The period over which the projected cash flows were forecasted is five years.
A reconciliation of the Group`s goodwill is provided below:
Reviewed Audited
28-Feb-11 28-Feb-10
R000 R000
Balance at beginning of year 87 006 95 746
Additions through business combinations 3 472 -
Impairments (25 213) (233)
Adjustments to purchase price
considerations 259 (6 692)
Disposals of shares in subsidiaries - (1 815)
Closing balance at end of year 65 524 87 006
The net carrying amount is
represented by:
Goodwill cost 93 919 90 188
Accumulated impairments (28 395) (3 182)
Net carrying amount 65 524 87 006
Other significant matters
An amount of R2 666 667, previously included in the share reserve, has been
included in share capital. This relates to treasury shares acquired in a
specific buy-back as approved by shareholders on 10 May 2010.
Subsequent to the transfer of the property as described in the notes above, non-
current borrowings reduced by R7.3m.
Contingent asset
Future revenue approximating R10m, relating to income to be earned from
incentive applications submitted to regulatory authorities but still awaiting
approval for payment as at the statement of financial position date, has not
been recognised as income in these financial statements in accordance with the
Group`s accounting policy on revenue recognition (2010: R13m).
Subsequent events
No material events have been identified subsequent to the statement of financial
position date of the Group up to the date of this report, other than as
disclosed in these condensed financial statements.
Dividends
IQuad has not declared a final dividend for the year ended February 2011 and
will utilise its cash resources for current and future growth opportunities.
Earnings, dividend and net asset value per share
Reviewed Audited
28-Feb-11 28-Feb-10
Cents Cents
Headline earnings per share 37.3 46.2
Dividend per share
Interim 8.0 8.0
Final - 20.0
8.0 28.0
Headline earnings are reconciled to earnings per the statement of comprehensive
income as follows:
Reviewed Audited
28-Feb-11 28-Feb-10
R000 R000
(Loss)/profit attributable to equity
shareholders of the Company (15 569) 14 159
Goodwill impairments 25 213 233
Impairment of other intangible assets 977 -
(Profit)/loss on disposal of property,
plant and equipment (1) 27
Fair value adjustment on re-measurement
of disposal group held for sale - (95)
Impairment of investment in associates - 274
Profit on disposal of asset held
for sale (164) -
Profit on disposal of investments (232) (1 670)
Headline earnings for the year 10 224 12 928
Unaudited Unaudited
28-Feb-11 28-Feb-10
Net asset value per ordinary share Cents Cents
Total assets 403.9 485.9
Tangible assets 148.5 164.5
Net tangible asset value per share is calculated after excluding non-controlling
interest and including deferred tax assets.
Segment report
The Group has four reportable segments within which the Group`s strategic
business units ("SBU") / operating units fall.
The SBUs offer different services and are managed separately as they require
different technology and marketing strategies, and are reported separately to
the board of directors.
Investment incentives
Render consulting services aimed at enabling clients to obtain the maximum
benefits and refunds from Government and DTI incentive programmes.
Global trade services
Offer import and export business solutions, including customs consulting, rebate
administration, financial market analysis and interest rate and forex risk
management.
Business development
Provide consulting services and management tools to optimise business systems
and processes and technological solutions for third party payment transactions.
Verification services
Conduct quality assurance, VAT and customs audits and verify BEE compliance.
Operating segments Invest- Global Business Verifica- Total
ment incen-trade develop- tion
tives services ment services
2011 - reviewed R000 R000 R000 R000 R000
Results
Revenue - internal 192 - 1 113 - 1 305
Revenue - external 31 711 37 916 5 320 8 926 83 873
Segment profit/(loss)
before tax 10 508 12 912 (3 620) (2 604) 17 196
Operating segments Invest- Global Business Verifica- Total
ment incen-trade develop- tion
tives services ment services
2010 - audited R000 R000 R000 R000 R000
Results
Revenue - internal 360 - 993 182 1 535
Revenue - external 39 892 26 695 8 580 4 234 79 401
Segment profit/(loss)
before tax 16 077 8 722 (1 736) (1 587) 21 476
Reviewed Audited
28-Feb-11 28-Feb-10
Segmental reconciliations R000 R000
Profit reconciliation
Total profit before tax for reportable segments 17 196 21 476
Goodwill impairment losses (25 213) (233)
Unallocated profits 5 574 7 872
Elimination of intersegment profits (10 864) (9 472)
Group (loss)/profit before tax per statement
of comprehensive income (13 307) 19 643
Transactions with individual clients did not amount to 10% or more of the
Group`s total revenue.
For and behalf of the board:
Dave Edwards Frans Botha
(Chief Executive Officer) (Financial Director)
Port Elizabeth
4 May 2011
Designated Advisor: QuestCo Sponsors (Pty) Ltd
Corporate Advisor: PSG Capital (Pty) Ltd
Date: 04/05/2011 16:44:01 Produced by the JSE SENS Department.
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