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BNT
BNT
BNT - Bonatla Property Holdings Limited - Unaudited Consolidated Condensed
Results for the six months ended 30 June 2011
BONATLA PROPERTY HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1996/014533/06)
Share code: BNT
ISIN code: ZAE000013694
("Bonatla" or "the company")
UNAUDITED CONSOLIDATED CONDENSED RESULTS FOR THE SIX MONTHS ENDED 30 JUNE 2011
ABRIDGED CONSOLIDATED
STATEMENTS OF FINANCIAL
POSITION
As at As at As at
30 June 30 June 31 December
2011 2010 2010
6 months 6 months Year
Unaudited Unaudited Audited
R`000 R`000 R`000
ASSETS
Non-Current assets 380 477 157 312 324 629
Property, plant and 25 294 24 904 24 702
equipment
Investment property 216 310 20 750 189 810
Goodwill 3 261 4 418 3 261
Other intangible assets 28 145 1 286 1 193
Investments 2 096 - -
Prepayments 55 371 55 954 55 663
Deposit 50 000 50 000 50 000
Current assets 88 846 7 455 62 283
Trade and other receivables 87 405 6 842 60 546
Prepayments - current 582 582 582
portion
Cash and cash equivalents 859 31 1 155
Non- current assets held 42 500 14 900 40 000
for sale
Total assets 511 823 179 667 426 912
EQUITY AND LIABILITIES
Equity capital and reserves 403 108 153 608 335 880
Share capital 254 570 254 570 254 570
Shares to be issued 238 308 - 190 491
Accumulated loss (89 770) (100 962) (109 181)
Non-current liabilities 64 795 20 443 46 325
Borrowings - long term 51 929 19 589 36 676
Deferred taxation 12 866 854 9 649
Current Liabilities 43 920 5 616 44 707
Borrowings - short term 29 653 3 403 37 594
Trade and other payables 8 844 2 213 6 002
Taxation 4 153 - 1 111
Bank overdraft 1 270 - -
Total equity and 511 823 179 667 426 912
liabilities
cents cents cents
Net asset value per share 61.09 30.71 50.78
Net tangible asset value 56.33 29.57 50.11
per share
Ordinary Shares in issue 659 815 961 500 209 728 661 377 814
(including to be issued)
Diluted asset value per 42.25 30.71 40.24
share
Diluted tangible asset 38.96 29.57 39.71
value per share
Total shares (ordinary and 954 179 000 500 209 728 834 648 934
preference) and including
to be issued
STATEMENTS OF COMPREHENSIVE
INCOME
Revenue 20 477 6 172 24 266
Other income 6 763 17 20
Operating costs (16 415) (3 885) (11 702)
Goodwill - impairment (35) - (38 432)
Bargain purchase 15 927 - 21 840
Operating profit / (loss) 26 717 2 304 (4 008)
Results from operating 26 717 2 304 (4 008)
activities
Interest received 1 501 2 591
Finance charges (4 978) (1 341) (3 417)
Profit / (loss) before 23 240 965 (6 834)
taxation
Taxation (3 829) (94) (514)
Profit / (loss) after 19 411 871 (7 348)
taxation
Earnings per share information
(cents)
Earnings / (loss) per share 2.94 0.18 (1.41)
Diluted earnings / (loss) 2.33 0.18 (1.33)
per share
Headline earnings per share 0.53 0.40 1.95
Diluted headline earnings 0.42 0.40 1.83
per share
Weighted average ordinary
shares in issue for basic
and headline earnings / 659 689 468 488 007 314 519 933 830
(loss) per share
Weighted average ordinary
shares in issue for basic
issue for diluted earnings / 834 535 780 488 007 314 553 638 623
(loss) per share
STATEMENTS OF CHANGES IN EQUITY
Convertible Retained
preference earnings /
Share Share Share Shares to (Accumulated
Capital Capital Premium be issued loss) Total
R`000 R`000 R`000 R`000 R`000 R`000
GROUP
Balance
at 31
December 4 561 287 245 662 1 900 (101 833) 150 577
2009
Shares 441 - 3 619
issued in (1 900) - 2 160
2010
Profit
for the 6 - - - -
months 871 871
Balance 5 002 287 249 281 - 153 608
at 30 (100 962)
June 2010
Shares to - - - 190 491 -
be issued 190 491
in 2011
Net - - - -
(loss) (8 219) (8 219)
for the 6
months
Balance
at 31 5 002 287 249 281 190 491 (109 181) 335 880
December
2010
Shares to - - - 47 817 - 47 817
be issued
in 2011
Net - - - - 19 411 19 411
profit
for the 6
months
Balance 5 002 287 249 281 238 308 (89 770) 403 108
at 30
June 2011
STATEMENTS OF CASH FLOW
As at As at As at
30 June 30 June 31 December
2011 2010 2010
6 months 6 months Year
Unaudited Unaudited Audited
R`000 R`000 R`000
Cash (outflows) from (23 448) (2 258) (8 641)
operating activities
Cash inflows / (outflows) 30 099 (5) 10 889
from investing activities
Cash (outflows) / inflows (8 217) 1 750 (1 637)
from financing activities
Net (decrease) / increase in (1 566) (513) 611
cash and cash equivalents
Cash and cash equivalents at 1 155 544 544
the beginning of the period
Cash and cash equivalents at (411) 31 1 155
the end of the period
COMMENTARY
1 Basis of preparation
The unaudited abridged interim results for the six months ended 30 June
2011 (prepared in accordance with IAS 34 - Interim Financial Reporting)
have been prepared in accordance with accounting policies consistent
with International Financial Reporting Standards and with those applied
in previous periods.
2 Overview (from 30 June 2010 to 30
June 2011)
GROSS REVENUE 232% up
HEADLINE EARNINGS 304% up
EARNINGS PER SHARE 1533% up
HEADLINE EARNINGS PER SHARE 32.5% up
TOTAL ASSETS 185% up
NET ASSETS 162% up
NET ASSET VALUE PER SHARE 99% up
INTEREST BEARING DEBT - % OF TOTAL 16%
ASSETS
3 Commentary on results
The Board of directors is pleased to announce that the Group has
continued to make increased profits and that the assets under the Groups
control have more than doubled, resulting in the net asset value per
share increasing substantially from 30.71 cents to 61.09 cents.
The Investment Property portfolio, purchased last year, continues to
make a substantial contribution to the profit after tax (R 3,603,000).
A further 3 Investment property companies were acquired on the 30 June
2011 and consequentially did not contribute to these results.
4 Segmental Analysis
30 June 30 June 31 December
Segmented assets 2011 2010 2010
6 months 6 months 12 months
R`000 R`000 R`000
Property Investment - 55,954 56,536 56,245
Leisure
Property Investment - 50,218 62,283 94,331
Industrial
Property Investment - 336,373 50,000 245,379
Commercial and Retail
Document storage 5,626 - 5,472
Holding company 24,708 10,848 25,485
Manufacturing 38,944 - -
Consolidated 511,823 175,792 426,912
Segmented liabilities 30 June 30 June 31 December
2011 2010 2010
6 months 6 months 12 months
R`000 R`000 R`000
Property Investment - - - -
Leisure
Property Investment- 19,286 8,017 769
Industrial
Property Investment- 45,795 - 43,553
commercial and Retail
Document storage - - 5
Holding company 37,263 17,198 46,705
Manufacturing 6,371 - -
Consolidated 108,715 25,215 91,032
Segment revenues and results by reportable
segment: Income statement
Revenue 30 June 30 June 31 December
2011 2010 2010
6 months 6 months 12 months
R`000 R`000 R`000
Continuing operations
Property Investment - - - -
Leisure
Property Investment - 1,643 2,163 10,242
Industrial
Property Investment - 10,677 - 6,023
Commercial and Retail
Document storage - - 48
Holding company 5,284 - 7,953
Manufacturing 2,873 - -
Total Revenue 20,477 2,163 24,266
Results 30 June 30 June 31 December
2011 2010 2010
6 months 6 months 12 months
R`000 R`000 R`000
Property Investment - (822) (291) (883)
Leisure
Property Investment - 1,101 4,339 8,240
Industrial
Property Investment - 7,279 1,500 4,085
Commercial and Retail
Document storage (148) - (251)
Holding company 1,095 (3,244) 2,293
Manufacturing 2,320 - -
Results from operating 10,285 2,304 13,484
activities
Investment revenue 1,501 2 591
Finance charges (4,978) (1,341) (3,417)
Headline profit 7,348 965 10,658
Property revaluation - - (900)
Goodwill - impairment (35) - (38,432)
Bargain purchase 15,927 - 21,840
Profit / (loss) before 23,240 965 (6,834)
taxation
5 Business combinations
100% of the shares and loans of the 3 Investment property Companies were
acquired on 30 June 2011 with Bonatla taking effective control on this
date. The details of these acquisitions are detailed below.
Bonatla also acquired 51% of the Karbotek business on 1 January 2011 and
the details are also detailed below.
The 51% interest in this business was acquired to assist
the present management in obtaining the activated carbon
kiln and running the business to ensure that it obtained
reasonable future returns. The Karbotek business achieved
a break even position for the 6 months to 30 June 2011.
Fair Fair Fair (Bargain Pofit /
value of value of value loss
Property Other Purchase Purchase) for the
Assets / 6
and consider Goodwill months
Liabilit ation
ies
acquired
- Austin Crossing 6,000 (110) 4,175 (1,715) 0
Properties (Pty) Ltd
- Austin Crossing
building
- Tropical Paradise 50,000 2,134 37,922 (14,212) 0
Trading 334 (Pty)
Ltd - Flextronics
building
- Madeline Street 13,000 (1,691) 11,344 35 0
Properties (Pty) Ltd
- Madeline Street
building
69,000 333 53,441 (15,892) 0
Reflected as
- Goodwill impaired 35
- per statement of
comprehensive income
- Bargain purchase (15,927)
- per statement of
comprehensive income
- Karbotek 0 27,000 0 27,000 0
business
The minority
shareholders have
guaranteed that this
business
will not make
any losses
during 2011
Reflected as
Other 3,000
Intangible
assets
(Intellectual
Property)
Other 24,000
Intangible
assets
(customer
contracts)
Assets and Long Term
Liabilities
Cash Trade Trade Deferred Liabiliti Total
and and es
other other
receiv payables Tax
ables
- Austin 48 2,547 (2,614) (91) 0 (110)
Crossing
Properties
(Pty) Ltd
- Tropical 169 4,777 (5,052) 2,240 0 2,134
Paradise
Trading 334
(Pty) Ltd
- Madeline 5 2,987 (3,099) (1,584) 0 (1,691)
Street
Properties
(Pty) Ltd
222 10311 (10,765) 565 0 333
Karbotek (0) 731 (22,544) (0) (5,187) (27,000)
business
Cash paid -
Cash received 222
Bank (3,241)
overdraft
Net Bank (3,019)
overdraft
These business combinations were accounted for by applying the
acquisition method in which the assets acquired and the liabilities
assumed were done at fair value.
6 Investments
As a result of the last 3 Investment property companies acquired in
terms of the Section 311 Compromise, Bonatla had to make an
investment in these Investment property companies` Holding companies.
7 Share capital Share No. of
capital shares
Reconciliation and Share
Premium
000`s
Shares issued - 31 500,209,728
December 2010
- ordinary share 5,002
capital
- share premium 249,281
- Preference shares 287
Total - 31 December 254,570 500,209,728
2010
Shares to be issued
Ordinary - 9 Investment 755 75,479,740
property acquisitions
- 3 Investment 1 126,493
property acquisitions
- settle 840 84,000,000
liabilities
Total number of ordinary 1,596 659,815,961
shares in issue (and to be
issued)
Preference - 9 1,748 174,846,312
Investment property
acquisitions
- 3 1,195 119,516,727
Investment property
acquisitions
Share premium - 265,271
ordinary and preference
Total 269,810 954,179,000
Less fair value of shares to
be issued adjustment (3
Investment
properties companies 31,101
Fair value shares to be 238,308
issued
Weighted average shares
in issue for basic and
headline
earnings / (loss) per 659,689,468
share
Weighted average shares
in issue for diluted
basic and
headline earnings / 834,535,780
(loss) per share
Total borrowings increased by R 7,582,000
from R74,270,000 (at 31 December 2010) to
R 81,852,000 at the 30 June 2011.This
increase was used to finance the legal and
Section 311 application costs relating to
the acquisition of the 3 Bluezone Property
companies.
The majority of the above borrowings will
be settled through the future sale of the
2 Bluezone properties - see non-current
assets held for sale.
9 Reconciliation of
headline earnings /
(loss)
6 months 6 months Year
ended ended ended
30 June 30 June 31 December
2011 2010 2010
R`000 R`000 R`000
Profit / (loss) after 19,411 871 (7,348)
taxation
Goodwill - impairment 35 - 38,432
Bargain purchase (15,927) - (21,840)
Headline earnings / 3,519 871 9,244
(loss)
Earnings per share cents cents cents
information
Earnings / (loss) per 2,94 0.18 (1.41)
share
Diluted earnings / 2.33 0.18 (1.33)
(loss) per share
Headline earnings per 0.53 0.40 1.95
share
Diluted headline 0.42 0.40 1.83
earnings per share
Weighted average shares
in issue for basic and
headline earnings / 659,689,468 488,007,314 519,933,830
(loss) per share
Weighted average shares
in issue for diluted
basic and headline 834,535,780 488,007,314 553,638,623
earnings / (loss) per
share
10 Post balance sheet events
Negotiations are currently in progress on the restructuring of the
existing preference shares which will be presented to shareholders for
approval.
11 Dividends
No dividends were declared during the period.
12 Management of the group
There are no appointed asset managers and this function has been
managed by the company during the period under review.
13 Board of Directors
* Mr RL Rainier - Re-elected as director on 21 July 2011
# Mr MH Brodie - Re-elected as director on 21 July 2011
* Mr DA Scott
* Mr DBW King
* Mr NG Vontas
# Mr SST Ngcobo
* Ms C Douglas - appointed 16 August 2011
# Mr I Dawood - appointed 16 August 2011
# Mr W Voigt - appointed 26 August 2011
* = executive directors
# = independent non executive directors
14 Future prospects
The investments made by Bonatla have established a solid basis for
growth, supported by a conservative total interest bearing debt of
15% of total assets.
The company is engaged in various acquisition negotiations which will
be finalised after the approval of the forthcoming circular to
shareholders.
15 Renewal of cautionary announcement
Shareholders are referred to the previous cautionary announcements
dated 04 January 2011, 20 January 2011, 15 February 2011, 25 March
2011, 6 May 2011, 11 July 2011, 22 August 2011 and 4 October 2011
respectively, and are advised that certain negotiations referred to
therein are still in progress.
Shareholders are accordingly advised to continue to exercise caution
in dealing in their securities until a further announcement in this
regard is made.
28 October 2011
Johannesburg
Directors:
MH Brodie, SST Ngcobo, DA Scott, DWB King, (CF de Lange -
alternate),
RL Rainier, C Douglas, I Dawood, W Voigt
NG Vontas
Registered address:
623 Prince George Ave, Brenthurst, Brakpan, 1541
Company Secretary:
Gold Equity Registrars C.C.
Transfer Secretaries:
Computershare Investor Services (Pty) Ltd
Auditors:
Nolands Inc.
Sponsors:
Arcay Moela Sponsors (Pty) Ltd
Date: 28/10/2011 17:08:27 Produced by the JSE SENS Department.
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