| Fri 16 Sep 2011, 7:15 | | PNC - Pinnacle Technology Holdings - Reviewed Results For The Year Ended 30 June |
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PNC
PNC
PNC - Pinnacle Technology Holdings - Reviewed Results For The Year Ended 30 June
2011
PINNACLE TECHNOLOGY HOLDINGS LIMITED
Incorporated in the Republic of South Africa
Registration number 1986/000334/06)
Share code: PNC
ISIN: ZAE000022570
("Pinnacle" or "the Group" or "the Company")
REVIEWED RESULTS for the year ended 30 June 2011
HIGHLIGHTS
Revenue increased by 57% to R5.0 billion
EBITDA increased by 55% to R323 million
Earnings per share increased by 58% to 121 cents
Operating cash flow increased by 123% toR139 million
CONSOLIDATED INCOME STATEMENT
for the year ended 30 June
Reviewed Audited
2011 2010
R`000 R`000
Revenue 4 960 074 3 166 925
Cost of sales (4 215 662) (2 687 295)
Gross profit 744 412 479 630
Operating expenses (421 478) (271 353)
Selling expenses (30 727) (30 454)
Employee expenses (321 688) (218 670)
Administration (82 835) (42 565)
Gain on discounting of finance
lease agreements 4 890 -
Profit on foreign exchange 8 882 20 336
Earnings before interest, tax,
Depreciation and amortisation 322 934 208 277
Depreciation and amortisation (13 916) (8 397)
Impairment of intangible assets (12) (10 791)
Excess of book value of over cost on
acquisition of subsidiary 5 199 -
Operating profit before interest 314 205 189 089
Investment income 6 943 10 845
Interest paid (11 510) (1 061)
Profit before taxation 309 638 198 873
Taxation (87 297) (58 059)
Net profit for the year 222 341 140 814
Attributable to:
Owners of the Company 220 226 139 266
Non-controlling interests 2 115 1 548
RECONCILIATION OF
HEADLINE EARNINGS
Net profit attributable to ordinary
Shareholders 220 226 139 266
Impairment of goodwill - 8 589
Excess of book value of over cost on
acquisition of subsidiary (5 199) -
Profit on sale of property, plant
and equipment net of taxation (881) (230)
Headline earnings 214 146 147 625
Weighted average number of shares
in issue (`000) 181 965 181 475
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
for the year ended 30 June
Reviewed Audited
2011 2010
R`000 R`000
Net profit for the year 222 341 140 814
Other comprehensive income
Exchange differences from translating
foreign operations (374) (203)
Deferred losses on unmatched
foreign exchange hedges - 884
Total comprehensive income for
the year 221 967 141 495
Attributable to:
Owners of the Company 219 421 139 947
Non-controlling interests 2 115 1 548
FINANCIAL REVIEW
Performance per share (cents)
Earnings (normal and fully diluted) 121.0 76.7
Headline earnings (normal and
fully diluted) 117.7 81.3
Dividends 23.0 16.0
Dividend cover 5.1 5.1
Returns (%)
Gross profit 15.0 15.1
Operating expenses 8.5 8.6
EBITDA 6.5 6.6
Operating profit before interest and tax 6.3 6.0
Effective tax rate 28.2 29.2
Net profit 4.5 4.4
CONSOLIDATED CONDENSED STATEMENT OF CASH FLOWS
Reviewed Audited
2011 2010
R`000 R`000
Cash and cash equivalents at the
beginning of the year 187 088 163 653
Cash flow from operations 138 734 62 342
Cash from operations 320 299 217 309
Cash (utilised in)/released from
working capital (78 009) (102 488)
Taxation paid (103 556) (52 479)
Cash utilised in investing activities (207 927) (13 659)
Cash flow from financing activities 7 133 (25 248)
Distribution to shareholders (29 497) (21 909)
Increase/(decrease) in third-party
Liabilities 117 030 2 286
Repurchase and cancellation of shares (31 984) -
Treasury shares issued 30 305 -
Treasury shares acquired (78 721) (5 625)
Net cash movement (62 060) 24 435
Overdraft acquired in acquisition
of subsidiary (121 343) 24 435
Cash and cash equivalents at the
end of the year 3 685 187 088
SUMMARISED SEGMENTAL REPORT
for the year ended 30 June
Net Group
profit
Revenue after tax
R`000 R`000
2011
ICT Distribution 5 035 749 202 344
IT Projects and Services 158 559 9 809
Financial Services 22 778 7 181
Group Central Services 154 3 007
Less Intergroup revenue (257 166) -
4 960 074 222 341
2010
ICT Distribution 3 323 295 143 999
IT Projects and Services 39 386 780
Financial Services 3 373 (802)
Group Central Services 245 (3 163)
Less Intergroup revenue (199 374) -
3 166 925 140 814
RECONCILIATION OF ORDINARY SHARE MOVEMENTS
for the year ended 30 June
Reviewed Audited
2011 2010
Issued shares at beginning of year 187 107 270 187 107 270
Shares issued 24 545 -
Shares repurchased and cancelled (5 815 363) -
Issued shares at the end of the year 181 316 452 187 107 270
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
as at 30 June
Reviewed Audited
2011 2010
R`000 R`000
Assets
Non-current assets 192 338 146 427
Property, plant and equipment 105 145 90 400
Intangible assets 60 541 43 558
Trust loans - 3 516
Deferred taxation 26 652 8 953
Current assets 1 536 357 1 108 404
Inventories 576 384 384 347
Trade and other receivables 870 662 536 665
Taxation receivable 1 904 304
Cash and cash equivalents 87 407 187 088
Total assets 1 728 695 1 254 831
EQUITY AND LIABILITIES
Capital and reserves 629 374 538 919
Share capital and premium 112 009 143 983
Treasury shares (74 885) (26 469)
Non-distributable reserves 31 204 31 578
Accumulated profits 560 786 387 108
Non-controlling interests 260 2 719
Non-current liabilities 66 869 19 852
Interest-bearing liabilities 55 230 8 630
Deferred taxation 11 639 11 222
Current liabilities 1 032 452 696 060
Trade and other payables 863 743 677 776
Current portion of interest-
bearing liabilities 15 632 806
Short-term loan 52 088 -
Warranty provisions 10 646 6 678
Taxation payable 6 621 10 800
Bank overdrafts 83 722 -
Total equity and liabilities 1 728 695 1 254 831
Shares in issue (`000)
(excluding treasury shares) 165 528 180 303
Capital management
Net asset value per share (cents) 380.2 298.9
Net tangible asset value
per share (cents) 343.6 274.7
Working capital management
Investment in working capital 583 303 243 236
Stock days 42.9 52.2
Debtors days 47.2 52.4
Creditors days 64.3 80.7
Liquidity and solvency
Debt to equity (%) 0.11 0.04
Current asset ratio 1.49 1.59
Acid test ratio 0.93 1.04
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
for the year ended 30 June
Non-
distri-
butable
Share Share Treasury reserve
R`000 R`000 R`000 R`000
Balance 30 June 2009 1 871 142 112 (20 605) 30 780
Treasury shares
acquired - - (5 864) -
Net profit for
the year - - - -
On acquisition of
shareholding - - - -
Dividends paid
Other comprehensive
income - - - 798
Balance 30 June 2010 1 871 142 112 (26 469) 31 578
Treasury shares
acquired - - (78 721) -
Treasury shares
Issued - - 30 305 -
Shares issued - 10 - -
Shares cancelled (58) (31 926) - -
Net profit for
the year - - - -
Other comprehensive
income - - - (374)
Dividends paid - - - -
Acquisition of
non-controlling
interests - - - -
Balance 30 June 2011 1 813 110 196 (74 885) 31 204
Ordinary
Retained share- Minority
earnings holders interest Total
R`000 R`000 R`000 R`000
Balance 30 June 2009 269 858 424 016 1 351 425 367
Treasury shares
acquired - (5 864) - (5 864)
Net profit for
the year 139 266 139 266 1 548 140 814
On acquisition of
shareholding - - (170) (170)
Dividends paid (21 899) (21 899) (10) (21 909)
Other comprehensive
income (117) 681 - 681
Balance 30 June 2010 387 108 536 200 2 719 538 919
Treasury shares
acquired - (78 721) - (78 721)
Treasury shares
issued - 30 505 - 30 505
Shares issued - 10 (251) (241)
Shares cancelled - (31 984) - (31 984)
Net profit for
the year 220 226 220 226 2 115 222 341
Other comprehensive
income - (374) - (374)
Dividends paid (29 137) (29 137) (360) (29 497)
Acquisition of
non-controlling
interests (17 411) (17 411) (3 963) (21 374)
Balance 30 June 2011 560 786 629 114 260 629 374
COMMENTARY
INTRODUCTION
Pinnacle is a diversified group active in all spheres of the Information and
Communication Technology industry ("ICT"), including hardware, software, network
cabling, infrastructure development and services. Pinnacle offers a world-class
selection of branded products including Microsoft, VMWare, Citrix, Dell, Asus,
Hewlett-Packard, Lenovo, Logitech, Oracle, Sun, Intel, IBM, Sharp, Samsung, LG
as well as its own Proline range of IT and audio-visual equipment. Product and
services sales are handled through individual focused companies, each with their
own dedicated management teams and areas of expertise.
RESULTS OF OPERATIONS
OVERALL
Satisfying trading results were delivered for the year ended June 2011, despite
some of the trading subsidiaries not performing as expected. Acquisitions made
during 2010 contributed significantly towards Group growth.
Group revenues increased by 57% to R5.0 billion, (2010: R3.2 billion) of which
24% came from organic growth in the existing Group and 33% due to the
acquisition and incorporation of the Axiz Technology Group and Centrafin. This
was despite the impact on pricing of the stronger rand, which averaged nearly 8%
stronger in 2011 than in 2010. The current organic growth of 24% before
acquisitions is comparable to a 12% total turnover growth in 2010.
Gross profit decreased from 15.1% to 15.0%, but this was mitigated by better
efficiencies in operating expenses with ratio to turnover improving to 8.5% from
8.6%. The lower operating expense ratio is mainly due to synergies already
achieved after the merger between Axiz and WorkGroup. EBITDA increased by 55%
to R323 million and net profit attributable to shareholders increased 58% to
R220 million. Group net profit improved marginally from 4.4% to 4.5% of
turnover.
Headline earnings per share increased by 45% to 117.7 cents per share (2010:
81.3 cents per share) and earnings per share based on net profit attributable to
shareholders increased by 58% to 121.0 cents per share (2010: 76.7 cents).
Working capital increased mainly through the acquisition of Axiz and Centrafin
which added R258 million at their dates of acquisition. On a statistical level,
trade debtors days outstanding improved to 47.2 days (2010: 52.4 days) after an
improvement in the government debt balance in last year`s debtors and in the
inclusion of Axiz, whose well controlled debtors are below the Group average.
Days stock on hand returned to optimal levels at 42.9 days (2010: 52.2 days and
2009: 44.6 days) following the sell down of the stock build up that occurred in
2010 when business volumes fell sharply during the FIFA World Cup. Cash flow
from operations yielded R139 million (2010: R62 million) which amounted to 65%
of headline earnings (2010: 42%). Net cash on hand at year-end reduced to R3.7
million (2010: R187 million). This absorption of cash was largely due to R59
million cash paid by the year-end on the repurchase of 20 million shares from
the Group`s BEE partner, R83 million disbursed in total on the acquisitions of
Axiz and Centrafin, R44 million spent on funding Centrafin`s book and the
consolidation of Axiz`s R121 million overdraft on acquisition.
Net tangible asset value per share has increased to 344 cents per share (2010:
275 cents per share).
Pinnacle Africa
Revenue increased by 18% to R2.24 billion, although revenue generated outside of
the Group increased by 22%. This growth was achieved despite a stronger rand,
and was attributable to strong performances from all the trading divisions in
Pinnacle Africa. Gross profit margin increased from 15.6% to 16.4%, although
this was offset by an increase in operating costs from 7.4% to 8.1%, giving a
net increase in operating margin from 6.6% to 7.2% and in operating profit year
on year of 28% to R161million.
After a subdued government ICT spend in 2010, government resumed its spend in
2011 and the company was able to conclude substantial deals with different
departments during this period. Sales to the retail sector also showed good
growth, while the small and medium enterprise markets remained robust.
Prospects for Pinnacle Africa remain sound, with continued focus on high margin
niche product sets as well as market share growth in the small and medium
business markets.
AxizWorkgroup
The acquisition of the Axiz Technology Group in November and its merger with
WorkGroup has delivered the results expected by the board with the realisation
of synergies resulting in a reduction in the combined cost base of the merged
operation to 6.3% of turnover, where previously the Axiz cost base was almost
9%. The combined entity delivered revenue of R2.5 billion and EBITDA of R133
million.
AxizWorkgroup presents the market with some unique opportunities, both from a
vendor and customer perspective, as it is the first distributor to combine
broad-
based and value-based distribution models. Its product portfolio is the most
comprehensive of any competitor in the market and it aligns well with market
dynamics like cloud computing and data centre expansion. AxizWorkgroup
represents the leading cloud providers in the market today and the combined
product portfolio allows its partner base to put together the best of breed
solutions.
DataNet
DataNet`s revenue increased by 39% to R248 million largely as a result of the
incorporation of the voice and data business of CentraVoice, with their brands
such as Alcatel-Lucent and Mitel. The company still disappointed however and
only managed a slightly better than breakeven bottom line before CentraVoice
after having returned a profit of R3.8 million in the previous year. The Group
acquired the remaining outstanding shares from non-controlling shareholders with
effect from 30 June 2011 and will align the finance and back office functions of
the company with Pinnacle Africa, which should substantially enhance the
operational efficiency of DataNet. The company will also have access to the
full customer base and distribution network of Pinnacle Africa which should more
fully develop the sales potential of the company.
DataNet is recognised as a market leader in the ICT infrastructure supply
market, and management believes that the above mentioned changes will bear fruit
in the coming year.
Infrasol
Infrasol is a design and development company with project management expertise
focused on large network infrastructure, audio-visual, data centre design and
implementation projects. Its partnership model has allowed many B-BBEE companies
to jointly deploy these solutions for their clients.
Now in its second year of operations, the company saw significant success having
increased its turnover fourfold to R159 million (2010: R39 million) and its net
profits increased to R9.8 million (2010: R0.8 million).
Sharp
Sharp multi-functional copiers and printers are recognised internationally as an
advanced and reliable range of office automation. Turnover increased to R12
million from R2.4 million during the six months for which it was in the Group
last year. The business is still loss making at R4.6 million after tax for the
year (six months of 2010: R1.5 million), but continuing inroads into the market
so far have been encouraging and should ensure that the company will become
profitable in future. The business model retains significant growth potential
for the Group as products are introduced and marketed to government, large and
medium corporates. The Group also has plans to realise overhead synergies with
Pinnacle Africa in order to reduce the company`s overhead burden.
Centrafin
Centrafin is a finance reseller, 90% of which was acquired by the Group at a
total cost of R20 million in two tranches (at the beginning of the year and at
the end of the year) to provide finance solutions to end users mainly in the
government and commercial sectors. The company`s original model was to discount
deals that it made into the banking sector, but banks are moving away from this
type of transaction, so the Group decided strategically to provide some R44
million in funding to Centrafin in order for it to create its own book, and it
continues to do so. The movement away from a discounting model to an own funded
book will have a negative accounting effect on the company, but this
notwithstanding, the company was able to maintain a net profit after tax this
year of R7.2 million.
CAPITAL EXPENDITURE
R6 million was spent during the year on leasehold properties and R8 million on
infrastructure (plant, furniture, fittings and office equipment). A further R6
million was invested into IT and R2 million on the acquisition of delivery
vehicles. No material capital expenditure commitments have been entered into at
year-end.
Working capital management and cash generation will continue to enjoy attention
as the Group aims to further improve its working capital efficiency and
corresponding credit ratings.
CORPORATE ACTIVITY
Business combinations
The Group finalised all of the acquisitions that were reported last year as
being in progress. These and others include:
- Centrafin (Pty) Limited and Centravoice (Pty) Limited: The
Group acquired 51% of Centrafin and 100% of CentraVoice as part
of a single deal effective from the beginning of the year for a
net price of R8.422 million. The acquisition allowed the Group
to appoint a majority of directors to both companies which gave
the Group control of both companies. The deal was not
consolidated last year because the conditions precedent in the
contract had not been fulfilled by the time the Group`s 2010
results were published and the impact on the Group`s results
and financial position for that financial year was not
material. The business of Centrafin is the provision of medium-
term financing solutions to both commercial and public sector
entities for the acquisition of information and communication
technology and allied products both from the Pinnacle Group and
from third parties. CentraVoice is a distributor of voice and
data PABXs and allied equipment. The acquisitions were made to
augment and expand the Group`s product offering.
The Group later purchased a further 39.2% of Centrafin for
R11.35 million on 30 June 2011. This gives the Group a total
holding of 90.2% of Centrafin with the remaining 9.8% still
being held by Centrafin`s current managing director. The Group
made the second purchase to allow it to re-engineer the
business model of Centrafin in a manner that has necessitated
additional injections of loan funding in order for the business
build its own finance book, that the outside shareholders are
unlikely to match by the provision of either funds or security.
The second purchase was a small related party transaction
because the sellers and Centrafin had common directors and a
fairness opinion was obtained from Mazars Corporate Finance
(Pty) Limited for the transaction.
- The Axiz Technology Group: The 100% acquisition of Axiz
Technology (Pty) Limited and its subsidiaries (the"Axiz Group")
for R151.2 million was finalised during the year and became
effective on 1 November 2010 after approval from the
Competitions Commission had been received. Payment for the
shares comprised 3 million Pinnacle shares fairly valued at
416.83 cents per share at the time, amounting to R12.5 million,
and cash of R138.7 million. R75 million of the cash payment was
funded over 7 years by a financial institution and the balance
was funded from Group cash resources.
Axiz is a leading IT infrastructure distributor of world-class
products. Axiz is also recognised as a market leader as a
result of employee empowerment and innovative CSI initiatives
such as its Ledibogo Business Partner Programme and Qhubeka.
Axiz is headquartered in Gauteng with regional offices around
South Africa and neighbouring countries.
The acquisition will improve return on equity for Pinnacle
shareholders, as the purchase consideration was R2.7 million
less than the tangible asset value of Axiz at the date of
acquisition. Axiz`s historical audited results, if realised in
successive years, are expected to outperform the finance and
associated costs of the transaction. Axiz and Workgroup IT
(Pty) Limited, a wholly-owned subsidiary of Pinnacle, will over
time merge facilities, operations and eventually systems to
leverage off a combined infrastructure. This combination will
facilitate growth in distribution volume as new brands and
brand segments are made available to an extended customer base.
The acquisition has had a marked impact on the Company`s
results for the year, despite its results only being
consolidated into the Company`s group results for 8 months of
the year.
The assets and liabilities of the Axiz Group fairly valued at
the date of acquisition were as follows:
R`000
Assets
Property, plant and equipment 7 262
Deferred taxation 18 465
Intangible assets 2 492
Inventories 134 063
Trade and other receivables 287 659
Cash and cash equivalents 4 863
Liabilities
Trade and other payables (161 698)
Taxation payable (10 106)
Bank overdraft (126 601)
Net asset value acquired 156 399
- The remaining 40% of DataNet Infrastructure Group (Pty)
Limited ("DataNet") was acquired for R16.8 million which now
makes DataNet wholly-owned by the Group (as per the SENS
announcement on 4 July 2011).
At the end of the financial year the Group`s BEE partner, the Amabubesi Group
decided to sell its shareholding in the Company because their technology fund in
which they held Pinnacle shares had reached its investment horizon. The Group
re-
acquired 20 million of its own shares on offer by Amabubesi at a price of R5.50,
which was at a discount to market at the time of 19.9%, although the effective
discount has proved to be significantly higher because of the rise in the share
price since then. The remaining 17 281 647 Pinnacle shares were still owned by
Amabubesi at the date that this report was issued. Further details were made
public on SENS on 3 May 2011 and in a circular distributed to all shareholders
ahead of a special meeting of shareholders held on 24 June 2011 to approve this
transaction.
TRANSFORMATION
Pinnacle continues to embrace the principles of transformation set by the B-BBEE
codes. The Group is actively applying policies to improve its contribution in
procurement, employment equity, skills development and social economic
development.
The Group holds a level 4 rating as measured in accordance with the DTI B-BBEE
codes.
PROSPECTS
Market sentiment is mixed at present with concerns emerging over the continuing
inability of Europe to resolve debt crises in Greece, Ireland and the Iberian
Peninsula and the threat of over a double dip recession from the USA. Global
markets continued to recover at a restrained pace, as western governments drive
their economies with stimulus packages. International risk, however, remains
finely balanced.
The key for the Group remains growth while continuing to focus on cost
containment to reduce pressure on revenue generation. The Group is constantly
striving to acquire new product agencies and businesses throughout the continent
that will assist in the diversification of the Group`s existing markets,
products, geography and clientele.
CORPORATE GOVERNANCE
The Group recognises the need to conduct its business with integrity,
transparency and equal opportunity and subscribes to the spirit of good
corporate governance as set out in the King 2 report. The Group is currently in
the process of reviewing and evaluating its compliance with King 3 and a
detailed programme has been adopted to ensure optimal compliance.
SUBSEQUENT EVENTS
The Board of Pinnacle Technology Holdings Limited records with sadness and
regret the passing of Mr Cyril Biddlecombe on 30 July 2011, who had been the
Chairman of the Group for the past 11 years. The Board extends its condolences
to Mr Biddlecombe`s family.
No events material to the understanding of the report, other than those
discussed above, had occurred in the period between the year-end date and the
date of the report.
DIVIDENDS
The Board of Directors has proposed a dividend of 23 cents per share (2010: 16
cents per share) for the year under review, yielding a dividend cover measured
against headline earnings of 5.1 times (2010: 5.1 times).
SALIENT DATES
The salient dates applicable to the dividend are as follows:
2011
Last day to trade in order to be eligible
to vote at the annual general meeting Friday, 4 November
Record date to be eligible to vote at the
annual general meeting Friday, 11 November
Forms of proxy for annual general meeting
of shareholders to be received by 10:00 Wednesday, 16 November
General meeting of the shareholders
held at 10:00 Friday, 18 November
Results of annual general meeting
announcement published on SENS and
dividend distribution of 23 cents
per share confirmed Friday, 18 November
Last day to trade "CUM" dividend Friday, 2 December
Ordinary shares trade "EX" dividend Monday, 5 December
Record date to be recorded in the
register to participate in the
dividend distribution Friday, 9 December
Payment to shareholders in respect
of the dividend distribution Monday, 12 December
Posting of cheques or electronic
Bank transfers in respect of
certificated shareholders. Accounts
credited at CSDP or broker in
respect of dematerialised shareholders.
No share certificates may be dematerialised or rematerialised between Monday, 5
December 2011 and Friday, 9 December 2011, both days inclusive.
STATEMENT OF COMPLIANCE
These condensed consolidated financial statements for the year ended 30 June
2011 have been prepared in accordance with the Group`s accounting policies under
the supervision of the Chief Financial Officer, FC Smyth CA(SA), with and
containing the information required by IAS 34. They comply with the framework
concepts and the measurement and recognition requirements of International
Financial Reporting Standards (IFRS), the AC 500 standards as issued by the
Accounting Standards Board and its successor, the Listings Requirements of the
JSE Limited and the Companies Act (No 71 of 2008, as amended) of South Africa.
The accounting policies adopted are consistent with those applied in the
preparation of the audited annual financial statements for the year ended 30
June 2010.
REVIEW
The condensed consolidated financial statements for the year have been reviewed
by BDO South Africa Incorporated, and their unmodified review report is
available for inspection at the Company`s registered office.
For and on behalf of the Board
D Mashile-Nkosi AJ Fourie Midrand
Chairperson Chief Executive Officer 16 September 2011
PINNACLE TECHNOLOGY HOLDINGS
www.pinnacle.co.za
Directors: D Mashile-Nkosi ** (Chairperson), AJ Fourie (Chief Executive
Officer), PM Moyo **, N Mthombeni **, FC Smyth (Chief Financial Officer), TAM
Tshivhase, A Tugendhaft* * (Non-executive)
** (Independent non-executive)
Registered Office: The Summit, 269, 16th Road, Randjespark, Midrand, 1685
Transfer Secretaries: Computershare Investor Services (Pty) Limited, Ground
Floor, 70 Marshall Street, Johannesburg, 2001
Auditors: BDO South Africa Inc, Registered Auditors, 13 Wellington Road,
Parktown, 2193
Sponsor: Deloitte & Touche Sponsor Services (Pty) Limited
Date: 16/09/2011 07:15:43 Produced by the JSE SENS Department.
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