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Tue 28 Feb 2012, 14:04 COH - Curro Holdings Limited - Reviewed group results for the financial year
COH
COH                                                                             
COH - Curro Holdings Limited - Reviewed group results for the financial year    
ended 31 December 2011                                                          
Curro Holdings Limited                                                          
Incorporated in the Republic of South Africa                                    
Registration Number: 1998/025801/06                                             
Share code: COH                                                                 
ISIN: ZAE000156253                                                              
("Curro" or "the Company")                                                      
Reviewed group results for the financial year ended 31 December 2011            
Highlights                                                                      
- 100% Matric pass rate                                                         
- Revenue increased by 125%                                                     
- Learners increased by 80%                                                     
Condensed statement of comprehensive income                                     
                                        %           Reviewed       Audited      
change      31 December    31 December   
                                                  2011           2010           
                                                  R`000          R`000          
Revenue                                  125%        166 298        74 028      
Earnings before interest, tax,           (18%)       10 481         12 800      
depreciation and amortisation (EBITDA)                                          
Depreciation and amortisation                        (6 704)        (3 014)     
Earnings before interest and tax         (61%)       3 777          9 786       

Net interest expense                                 (12 948)       (5 106)     
(Loss)/profit before tax                             (9 171)        4 680       
Taxation                                             1 767          552         
Total comprehensive(loss)/profit                     (7 404)        5 233       
(Loss)/earnings per share (cents)                                               
Basic                                                (6,2)          6,5         
Diluted                                              (6,2)          6,5         
Reconciliation between (loss)/earnings                                          
and headline (loss)/earnings                                                    
Basic (loss)/earnings                                (7 404)        5 233       
Adjusted for:                                                                   
Profit on disposal of property, plant                (105)          (42)        
and equipment                                                                   
Tax effect thereon                                   29             12          
Headline (loss)/earnings                             (7 480)        5 203       
Headline(loss)/earnings per share                                               
(cents)                                                                         
Basic                                                (6,3)          6,5         
Diluted                                              (6,2)          6,5         

Number of shares in issue (million)                                             
Basic                                                161,2          80,4        
Diluted                                              165,5          80,4        

Weighted average number of shares in                                            
issue (million)                                                                 
Basic                                                118,9          80,2        
Diluted                                              120,0          80,2        
                                                                                
Capitalisation dividend per share                    -              1,3         
(cents)                                                                         

EBITDA margin                                        6,3%           17,4%       
Condensed statement of financial position                                       
                                                   Reviewed       Audited       
31 December    31 December    
                                                  2011           2010           
                                                  R`000          R`000          
                                                                                
ASSETS                                                                          
Non-current assets                                  574 651        236 889      
                                                                                
Property, plant and equipment                       529 928        225 321      
Goodwill                                            39 283         8 207        
Intangible assets                                   5 440          1 783        
Deferred tax assets                                 -              1 578        
                                                                                
Current assets                                      22 751         6 422        
                                                                                
Trade and other receivables                         12 836         2 285        
Current tax asset                                   78             -            
Cash and cash equivalents                           9 837          4 137        
                                                                                
Total assets                                        597 402        243 311      
                                                                                
EQUITY AND LIABILITIES                                                          
Equity                                              369 775        57 686       
Non-current liabilities                             132 609        99 787       
                                                                                
Other financial liabilities                         122 416        99 787       
Deferred tax liability                              10 193         -            
                                                                                
Current liabilities                                 95 018         85 838       

Related-party loan                                  38 686         54 440       
Loans and other financial liabilities - short term  12 298         10 861       
Current tax liabilities                             881            63           
Trade and other payables                            6 847          7 833        
Construction and acquisition payables               14 792         1 500        
Prepaid school fees and deposits                    21 514         7 914        
Bank overdrafts                                     -              3 223        

Total equity and liabilities                        597 402        243 311      
                                                                                
Net asset value per share (cents)                   229,4          71,7         
Condensed statement of cash flows                                               
                                                   Reviewed       Audited       
                                                  31 December    31 December    
                                                  2011           2010           
R`000          R`000          
Cash generated from operations before working       11 067         12 768       
capital changes                                                                 
Changes in working capital                          10 006         2 999        

- Trade and other receivables                       (5 156)        (360)        
- Trade and other payables                          15 162         3 359        
                                                                                
Interest income                                     1 437          137          
Finance costs                                       (14 385)       (5 243)      
Taxation paid                                       (670)          (594)        
Net cash from operating activities                  7 455          10 067       

Net cash from investing activities                  (314 502)      (121 203)    
                                                                                
Net cash from financing activities                  315 971        101 547      

Total cash movement for the year                    8 924          (9 589)      
Cash at the beginning of the year                   913            10 502       
Total cash at the end of the year                   9 837          913          
Condensed statement of changes in equity                                        
                                                   Reviewed       Audited       
                                                  31 December    31 December    
                                                  2011           2010           
R`000          R`000          
Balance at the beginning of the year                57 686         52 453       
Total comprehensive (loss)/profit for the year      (7 404)        5 233        
Dividends paid to shareholders                      -              (1 017)      
Shares issued                                       323 227        1 017        
Share issue costs                                   (4 454)        -            
Share-based payment                                 720            -            
Balance at the end of the year                      369 775        57 686       
Notes to the financial statements                                               
1. Statement of compliance                                                      
The condensed financial information has been prepared in accordance with the    
framework concepts and the measurement and recognition criteria of International
Financial Reporting Standards (IFRS) of the International Accounting Standards  
Board, AC 500 standards as issued by the Accounting Practices Board and the     
Companies Act of South Africa. This independently reviewed report has been      
prepared using accounting policies that comply with IFRS which are consistent   
with those applied in the financial statements for the year ended 31 December   
2010. The preparation of the group`s consolidated financial results for the year
ended 31 December 2011 was supervised by Bernardt van der Linde, the group`s    
Chief Financial Officer.                                                        
2. Reviewed opinion                                                             
The condensed provisional financial information for the year ended 31 December  
2011 has been reviewed by the group`s auditors, Deloitte & Touche. 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
unmodified review report is available for inspection at the company`s registered
office. Any reference to future financial performance included in this          
announcement, has not been reviewed or reported on by the Company`s auditors.   
3. Dividends                                                                    
No dividend was paid during the year. For the comparative year a capitalisation 
dividend of 1,3 cents per share was paid.                                       
4. Issued capital                                                               
During the year the company:                                                    
- Issued 200 000 shares at R4 per share in terms of a specific issue to obtain  
the requisite minimum public spread for listing on the JSE.                     
- Raised R322,4 million in a 1 for 1 rights issue where 80,6 million shares were
issued at R4 per share.                                                         
- Share issue costs were recognised against equity.                             
5. Borrowings                                                                   
During the year, the group obtained additional short-term funding from its      
parent company. This loan was capitalised as part of the rights issue process   
that was completed on 11 July 2011.                                             
6. Operating segments                                                           
Due to all of the services being educational related and within South Africa the
group has only one reportable segment. All historical information presented     
represents the financial information of this single segment.                    
7. Note to the statement of cash flows                                          
                                                Reviewed        Audited         
31 December     31 December      
                                               2011            2010             
                                               R`000           R`000            
Cash generated from operations before working    11 067          12 768         
capital changes                                                                 
                                                                                
(Loss)/profit before taxation                    (9 171)         4 680          
Adjusting for:                                                                  
- Depreciation and amortisation                  6 704           3 014          
- Interest received                              (1 437)         (137)          
- Finance cost paid                              14 385          5 243          
Profit on sale of asset                          (105)           (42)           
Movement in operating lease accruals             (29)            10             
Share-based payment                              720             -              
8. Business combinations                                                        
Effective 1 January 2011, Curro Holdings ("Curro") acquired the following       
business operations:                                                            
- Aurora College for a cash consideration of R43 million                        
- Overstrand Learning Academy and Berghof Pre-primary in Hermanus for R785 000  
- Heuwelkruin Kollege in Polokwane for R14,9 million                            
- Cape St Blaize in Mossel Bay for R2,7 million                                 
- Siloam Academy for R4 million                                                 
Effective 1 July 2011, Curro acquired the following business operations:        
- Mandorren Academy and Sport for R5,9 million                                  
Effective 1 October 2011, Curro acquired the following business operations:     
- Optimum Kids Playschool and Pre-primary for R1,8 million                      
- Laerskool Koraalsig for R1,3 million                                          
Fair value of assets acquired                                                   
R`000          
Purchase price                                                    69 827        
                                                                                
Property, plant and equipment                                     59 763        
Intangible assets                                                 4 400         
Other assets                                                      10 968        
Liabilities                                                       (36 379)      
Goodwill                                                          31 075        
9. Commitments and contingencies                                                
Guarantee in favour of RMB                                                      
Curro has provided a guarantee of R10 million plus costs and interest for the   
completion of the entrance road of the Serengeti Campus that is being           
constructed by a contractor. The estate`s owners are responsible for this cost, 
but Curro had to provide a guarantee for the interim financing thereof.         
                                                 Reviewed       Audited         
                                                 31 December    31 December     
2011           2010            
                                                 R`000          R`000           
Capital expenditure                                                             
Contracted                                        269 500        76 819         
Authorised but not contracted                     271 000        114 902        
                                                 540 500        191 721         
10. Events after the reporting period                                           
The group has acquired or is in the process of acquiring:                       
- The business and properties of Embury College and Wonderland College, a       
combined school based in Morningside, Durban                                    
- The business and properties of Hillcrest Christian Academy, a Pre-primary and 
primary school based in Hillcrest, Durban                                       
- Land in Century City, Cape Town for the construction of a campus              
- Land in Bloemfontein for the construction of a campus                         
- Acquired Woodhill College (Pty) Ltd and Woodhill College Property Holdings    
(Pty) Ltd for an amount of R175 million (subject to Competition Commission      
approval)                                                                       
Learner numbers                                                                 
                  2009    %        2010     %        2011    %      2012 (1)    
Schools operating  2 059   15       2 371    9        2 581   8      2 793      
in 2009                                                                         
Schools operating  -                681      42       969     31     1 274      
in 2010                                                                         
Schools operating  -                31                2 007   65     3 316      
in 2011                                                                         
Schools operating  -                -                 -              1 925      
in 2012                                                                         
Total number of    2 059   50       3 083    80       5 557   68     9 308 (5)  
learners                                                                        
Other key ratios                                                                
                  2009             2010              2011           2012 (1)    
Number of          3                5                 12             15         
campuses                                                                        
Learners per       686              513               460            621        
campus (2)                                                                      
Staff              251              343               654            926        
Educators          201              247               446            669        
Learner/teacher    10,2             12,5              12,4           13,9       
ratio (3)                                                                       
Building size      33 000           44 500            75 000         84 000     
(m2)                                                                 (4)        
Land size (ha)     27               55                107            111 (4)    
                                                                                
Capital            35               128               315            -          
investment (Rm)                                                                 
- Current          13               13                80             -          
campuses                                                                        
- New campuses     21               114               175            -          
- Acquisitions     1                1                 60             -          
(1) As at 27 February 2012                                                      
(2) Average full capacity of 1 400 per school                                   
(3) Maximum of 25 learners per class                                            
(4) Excludes planned capital expansion for 2012. Estimated to be about an       
additional 40 000 m2 of buildings and 20 ha of land.                            
(5) Excludes Woodhill College acquisition. Subject to Competition Commission    
approval.                                                                       
Commentary                                                                      
Overview                                                                        
Curro`s business model revolves around the development, acquisition and         
of private schools in South Africa. The model makes provision for               
pre-school learners from the age of six months to Grade 12 in high school.      
It has become apparent that the private school market offers other segments that
look promising from a business prospective. Although Curro will remain a focused
player in school education it will now expand from the original, affordable     
Curro schools to three additional market segments being:                        
- The high-end/elite private school market                                      
- A private community school initiative known as Meridian Private Schools       
focusing on the lower end of the market                                         
- The baby care/creche market that will be known as Curro Junior Academy        
Since 2009 Curro has expanded its country-wide network of private schools from 5
to 15. The number of learners have increased threefold from 3 000 in 2010 to    
more than 9 300 currently enrolled at Curro schools. In this period 2 700       
learners accounted for organic growth.                                          
A total of 220 Curro matrics undertook and passed the 2011 IEB examination at   
the end of last year, with 80% receiving matric exemption. An average mark of   
64% was achieved, while 92% of the learners obtained an average of more than    
50%.                                                                            
Investments                                                                     
During the year under review, Curro invested R142 million in the establishment  
of four new main campuses at Serengeti Estate in Kempton Park (Johannesburg),   
Nelspruit, Hermanus and Mossel Bay. Curro also invested R80 million in expanding
capacity and upgrading of facilities at the existing campuses.                  
Two schools with established campuses, namely Aurora based in Randburg and      
Heuwelkruin College in Polokwane, were also acquired. These campuses were       
expanded during 2011 to the value of R33 million. Other schools acquired in 2011
were Mandorren Academic and Sport School that was incorporated into the Curro   
Serengeti campus, as well as Optimum Kids and Laerskool Koraalsig that were     
incorporated into the Curro Nelspruit campus.                                   
On 22 November 2011 Curro announced the acquisition of Woodhill College. The    
acquisition is still subject to Competition Commission approval. This           
acquisition will add another 1 200 learners.                                    
Results                                                                         
On a comparative basis, Curro`s turnover has increased by 125% to R166,3 million
in the financial year ended 31 December 2011. Organic growth accounted for 33%  
of this increase in turnover.                                                   
Earnings before interest, tax, depreciation and amortisation (EBITDA) has       
decreased by 18% to R10,5 million. This can be attributed to:                   
- The addition of seven new schools with its concomitant fixed operational      
expenses.                                                                       
- Expansion of the head office in terms of information systems and human        
resources capabilities to accommodate planned future growth and expansion.      
- Additional transaction costs incurred for the securing of new school sites and
acquisitions.                                                                   
In so doing, the foundation and infrastructure has been laid for the envisaged  
growth going forward.                                                           
It is pleasing to note that the five main campuses that were operational at or  
before 2010 saw an increase of 41% in EBITDA over the past year.                
Curro made a headline loss of R7,5 million for the year ended 31 December 2011, 
compared to a R5,2 million profit in the previous year. In addition to the      
abovementioned reasons this was mainly as a result of the interest brought about
by the debt incurred through the aggressive capital expansion over the past two 
years as well as an increase in depreciation.                                   
Dividends                                                                       
No dividend was declared for the period under review. For the comparative period
a capitalisation dividend of 1.3 cents per share was paid.                      
Established schools provide for sound cash generation. Curro will for the       
foreseeable future use all cash generated to expand existing and establish new  
campuses. In time a point will be reached where the operational cash generated  
will exceed capital requirements. Curro will then commence with dividend        
payments.                                                                       
Prospects                                                                       
The potential of the private schools market and the rapidly increasing demand   
for private education bode well for Curro`s growth strategy. The Curro brand    
continues to entrench itself by offering a value for money private education.   
Curro will therefore, in addition to adding capacity to existing schools,       
continue to aggressively expand its network of schools across South Africa. This
will be capital intensive and costly over the short to medium term, but the     
board and management are confident about the long term return that this strategy
will bring about.                                                               
Any reference to future financial performance included in this announcement has 
not been reviewed or reported on by the company`s auditors.                     
On behalf of the Board                                                          
JA le Roux       CR van der Merwe               B van der Linde                 
Chairman         Chief Executive Officer        Chief Financial Officer         
27 February 2012                                                                
Directors                                                                       
JA le Roux SC (Chairman)* CR van der Merwe (CEO) AJF Greyling (COO)             
HG Louw B van der Linde (CFO) MC Mehl ** PJ Mouton * B Petersen **              
M Vilakazi **                                                                   
(* Non-executive; ** Independent non-executive)                                 
Registered office                                                               
Suite 8, Monaco Square                                                          
14 Church Street                                                                
Durbanville                                                                     
7550                                                                            
Transfer secretaries                                                            
Computershare Investor Services (Pty) Limited                                   
70 Marshall Street                                                              
Johannesburg                                                                    
2001                                                                            
PO Box 61051                                                                    
Marshalltown                                                                    
2107                                                                            
Corporate advisor                                                               
PSG Capital                                                                     
Designated advisor                                                              
Sasfin Capital                                                                  
(a division of Sasfin Bank Limited)                                             
These results are available at www.curro.co.za                                  
Date: 28/02/2012 14:04:02 Produced by the JSE SENS Department.                  
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