| Fri 14 Oct 2011, 17:30 | | IFC - IFCA Technologies Limited - Reviewed results for the six months |
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IFC
IFC
IFC - IFCA Technologies Limited - Reviewed results for the six months
ended 30 June 2011
IFCA TECHNOLOGIES LIMITED
Incorporated in the Republic of South Africa
(Registration number 2006/030759/06)
Share code: IFC ISIN: ZAE000088555
("IFCA" or "the Company")
REVIEWED RESULTS FOR THE SIX MONTHS ENDED 30 JUNE 2011
CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION
Reviewed Unaudited Audited
30 Jun 30 Jun 31 Dec
2011 2010 2010
R`000 R`000 R`000
Non-current assets 100 11 170 2 783
Property, plant and equipment - 336 162
Intangible assets - 10 834 2 523
Deferred tax 100 - 98
Current assets 189 793 223
Current Tax Receivables - 281 -
Trade and other receivables 163 8 146
Cash and Cash Equivalents 26 504 77
Total Assets 289 11 963 3 006
Equity (4 290) 7 616 (963)
Share Capital 47 971 43 186 43 186
Retained Loss (52 261) (35 570) (44 149)
Non-current liabilities - - 14
Deferred tax - - 14
Current Liabilities 4 579 4 347 3 955
Current Tax Payable 92 112 89
Trade and other payables 4 143 3 728 3 556
Deferred income 344 507 310
Total Equity and Liabilities 289 11 963 3 006
CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
Reviewed Unaudited Audited 12
six months six months months
30 Jun 30 Jun 31 Dec
2011 2010 2010
R`000 R`000 R`000
Revenue 792 1 288 2 110
Cost of Sales (767) (248) (465)
Gross profit 25 1 040 1 645
Other income - - 466
Operating expenses (5 587) (2 240) (3 665)
Operating loss (5 562) (1 200) (1 554)
Impairment of intangible assets (2 523) - (8 311)
Profit/(Loss) on disposal of (43) 1 -
non-current assets
Investment revenue - 2 3
Finance costs - - (32)
Loss before taxation (8 128) (1 197) (9 894)
Taxation 16 - (163)
Loss attributable to ordinary (8 112) (1 197) (10 057)
equity shareholders
(Loss)/Earnings per share
information
Weighted average shares in 166 356 100 663 107 890
issue (000`s)
Attributable (loss)/earnings (4.88) (1.19) (9.32)
per ordinary share (cents)
Headline (loss)/earnings per (3.33) (1.19) (1.62)
share (cents)
Reconciliation of earnings
Basic loss (8 112) (1 197) (10 057)
- Loss / (Profit)on disposal 43 (1) -
of non-current assets
- Impairment losses 2 523 - 8 311
Headline loss for the period (5 546) (1 198) (1 746)
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
Stated Retained Total
Capital Loss R`000
R`000 R`000
Reviewed
Balance at 31 December 2010 43 186 (44 149) (963)
Total comprehensive loss for the - (8 112) (8 112)
six month period
Shares issued 4 785 - 4 785
Balance at 30 June 2011 47 971 (52 261) (4 290)
Unaudited
Balance at 31 December 2009 42 586 (34 373) 8 213
Total comprehensive loss for the - (1 197) (1 197)
six month period
Shares issued 600 - 600
Balance at 30 June 2010 43 186 (35 570) 7 616
Audited
Balance at 31 December 2009 as 42 586 (34 373) 8 213
previously reported
Prior year adjustments - 281 281
Balance at 31 December 2009 as 42 586 (34 092) 8 494
restated
Total comprehensive loss for the - (10 057) (10 057)
period
Shares issued 600 - 600
Balance at 31 December 2010 43 186 (44 149) (963)
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
Reviewed Unaudited Audited
30 Jun 30 Jun 31 Dec
2011 2010 2010
R`000 R`000 R`000
Net cash (outflow)/inflow from (4 936) (380) (946)
operating activities
Net cash inflow/(outflow) from 100 - 139
investing activities
Net cash inflow/(outflow) from 4 785 600 600
financing activities
Net (decrease)/increase in cash (51) 220 (207)
and cash equivalents
Cash and cash equivalents at 77 284 284
beginning of period
Cash and cash equivalents at 26 504 77
end of period
COMMENTARY
Basis of preparation
The board of directors of IFCA ("Board") presents the Company`s results
for the six month period ended 30 June 2011, which have been prepared in
accordance with IAS 34 - Interim Financial Reporting, the Companies Act,
2008 (Act 71 of 2008) and the Listings Requirements of the JSE Limited.
The principal accounting policies adopted for purposes of this report
comply, and have been consistently applied in all material respects, with
International Financial Reporting Standards ("IFRS"). The same accounting
policies and methods of computation have been followed as compared to the
prior year.
Review opinion
The results for the six month period ended 30 June 2011 have been
reviewed by IFCA`s auditors, Nolands Inc and their unmodified review
report is available for inspection at the office of the Company, the
address of which is detailed below.
Industry and Business Overview
IFCA has been an enterprise-wide integrated business solutions provider
providing industry specific software solutions for various business
segments.
The Company is however in the process of changing its strategy and
shareholders are referred to future prospects and subsequent events below
for further details.
Financial Overview
The results for the six months ended 30 June 2011 reflect an attributable
loss and headline loss of 4.88 and 3.33 cents per share respectively (30
June 2010: loss of 1.19 and 1.19 cents per share respectively), based on
166 356 265 weighted average shares in issue (2010: 100 662 983). The
increase in the loss is as a result of the impairment of the intangible
assets and the increase in the operating expenses as explained below.
Revenue has decreased substantially due to a transition phase during
which the revenue model is being restructured. The operating expenses
have also increased substantially, primarily as a result of the corporate
actions required to restructure the business model as a direct result of
the change in the company direction as explained in more detail under
future prospects and subsequent events. It should be noted that a
significant portion of these expenses are non-recurring in relation to
future group operational expenses. In view of the intended disposal of
the Company`s subsidiary, the value of the intangible asset has been
impaired in its entirety.
The results of the Company`s subsidiary that are included above have
caused the group`s liabilities to exceed its assets as at the reporting
date. The group`s assets will exceed its liabilities with the intended
disposal of this subsidiary as discussed in more details in subsequent
events.
Segmental analysis
The Company does not operate in distinct operating segments and
accordingly, no segmental analysis has been reported.
Dividends
No dividends were paid or declared for the six months ended 30 June 2011
and none are recommended at this stage.
Acquisitions and disposals
The Company did not enter into any acquisitions or disposals during the
period under review. The shareholders are referred to future prospects
and subsequent events below for details on acquisitions and disposals
that are currently being negotiated.
Share capital
A total of 64 928 129 shares were issued for cash amounting to R4 785 211
during the period under review. The issue of shares for cash was under
the Company`s general authority which authority was resolved at the
Company`s annual general meeting held on 2 August 2010. These proceeds
were utilised to settle creditors, operating costs, corporate action fees
and to fund future growth opportunities.
Litigation
There is no litigation pending against the Company.
Director changes
The following changes in directors have taken place during the six months
under review and to the date of this announcement:
Directors Appointed Resigned
A M Barnard 12 July 2011
C W Clarke 26 January 2011
N P Doyle* 30 June 2011
M Gahagan 30 June 2011
I J Jones 1 February 2011
T Mokgosi-Mwantembe 26 January 2011
K B Motshabi 5 July 2011
M W Palmer 14 January 2011
M Shaw 11 May 2011
Z J van Niekerk 14 January 2011**
K K Yong 5 April 2011
*Irish
**On 15 July 2011, Z J van Niekerk was appointed as an executive director
and the Chief Executive Officer of the Company.
Future Prospects
As previously announced, IFCA is in the process of changing its
investment strategy. The Company intends to be a business incubator
targeting businesses in high-growth sectors such as mining and resources,
property, infrastructure, telecommunications, agriculture, energy and
media & marketing throughout South Africa and Africa. IFCA intends to
invest in companies with value creation opportunities and will provide
financial services and treasury functions to facilitate the funding, re-
engineering and development of these investee companies in order to
facilitate their growth path.
IFCA has successfully negotiated and signed a USD100 million Special
Private Placement Agreement ("SPP Agreement") with Singapore based
investment fund Equity Partners Fund SPC ("Equity Partners Fund").
Shareholders are referred to the SENS announcement issued on 17 February
2011 where more details of this SPP Agreement are provided. The issue of
shares pursuant to the SPP Agreement will be subject to, inter alia, the
JSE Listings Requirements. All conditions and terms of the SPP Agreement
will be contained in the circular to be distributed to IFCA shareholders
in due course.
The funds drawn down from this agreement will be utilised to fund future
acquisitions on a deal by deal basis, combined with other sources of
funding, ensuring the optimal capital structure for the group. With
effect from 7 July 2011, a USD2 million fee is payable to Equity Partners
Fund in four equal installments.
Subsequent events
In line with the future prospects set out above and as announced on SENS
on 5 August 2011, the Company has entered into negotiations regarding,
inter alia, the disposal of its subsidiary, IFCA sWare (Proprietary)
Limited ("IFCA sWare Disposal"), the acquisition of a 100% interest in
the issued share capital of Third Wave (Proprietary) Limited which in
turn will acquire a 57,5% interest in the issued share capital of
Johannesburg Expo Centre 2002 (Proprietary)Limited ("Third Wave
Acquisition"), and the acquisition of a 45% interest in the issued share
capital of Out & About Marketing and Media (Proprietary) Limited ("OAMM
Acquisition"), a company duly incorporated and registered in accordance
with the laws of Australia.
A circular containing full detail of the proposed transactions will be
distributed to IFCA shareholders in due course.
By order of the Board
Z J van Niekerk
Chief Executive Officer
14 October 2011
Johannesburg
Directors
Z J van Niekerk (Chief Executive Officer), C W Clarke*
(Chairman), M W Palmer*, N P Doyle*, K B Motshabi*
(*Independent Non-executive)
Company Secretary and Registered Office
Merchantec (Proprietary) Limited (Registration number
2008/027362/07)
2nd Floor, North Block, Hyde Park Office Tower, Corner 6th Road
and Jan Smuts Avenue, Hyde Park, Johannesburg, 2196
PO Box 41480, Craighall, 2024
Transfer Office
Link Market Services(Proprietary) Limited
Designated Adviser
Merchantec Capital
Date: 14/10/2011 17:30:01 Produced by the JSE SENS Department.
The SENS service is an information dissemination service administered by the
JSE Limited (`JSE`). The JSE does not, whether expressly, tacitly or
implicitly, represent, warrant or in any way guarantee the truth, accuracy or
completeness of the information published on SENS. The JSE, their officers,
employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature,
howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.
