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PBT
PBT
PBT - PBT GROUP - Audited final results for the seven month period ended
31 March 2012
PBT GROUP
(Registration number 1936/008278/06)
Share code: PBT ISIN: ZAE000149712
("PBT Group" or "the company" or "the group")
AUDITED FINAL RESULTS FOR THE SEVEN MONTH PERIOD ENDED 31 MARCH 2012
Audited Statement of Financial Position
As at As at
31 March 31 August
Figures in Rand 2012 2011
Assets
Non-current assets
Property, plant and equipment 1 991 805 1 875 479
Goodwill 7 564 932 7 564 932
Intangible assets 21 016 794 16 288 219
Other financial assets 3 733 135 2 904 256
34 306 666 28 632 886
Current assets
Inventories 27 327 162 24 838 963
Current tax receivable 4 983 546 1 739 110
Trade and other receivables 49 539 516 50 025 419
Cash and cash equivalents 8 625 877 3 103 970
90 476 101 79 707 462
Total assets 124 782 767 108 340 348
Equity and liabilities
Equity
Equity attributable to equity holders of parent
Share capital 128 165 128 165
Reserves 27 892 552 27 831 450
Retained earnings 46 635 136 41 191 366
74 655 853 69 150 981
Non-controlling interest 3 985 133 3 273 748
78 640 986 72 424 729
Liabilities
Non-current liabilities
Other financial liabilities 3 243 466 1 678 601
Deferred tax 6 790 607 1 990 655
10 034 073 3 669 256
Current liabilities
Current tax payable 3 849 946 -
Trade and other payables 13 245 511 13 554 949
Provisions 4 473 720 4 506 215
Bank overdraft 14 538 531 14 185 229
36 107 708 32 246 393
Total liabilities 46 141 781 35 915 649
Total equity and liabilities 124 782 767 108 340 378
Net asset value per share (cents) 26.5 24.5
Audited Statement of Comprehensive Income
For the For the
seven-month twelve-month
period ended period ended
31 March 31 August
Figures in Rand 2012 2011
Revenue 129 668 881 190 576 074
Cost of sales (88 611 898) (121 872 505)
Gross profit 41 056 983 68 703 569
Other income 3 900 731 1 755 470
Operating expenses (21 597 586) (34 343 038)
Operating profit 23 360 128 36 116 001
Investment revenue 232 568 693 216
Finance costs (642 017) (1 360 172)
Profit before taxation 22 950 679 35 449 045
Taxation (6 891 490) (10 775 629)
Profit for the period 16 059 189 24 673 416
Other comprehensive income:
Exchange differences on translating foreign
operations 80 930 180 749
Total comprehensive income 16 140 119 24 854 165
Profit attributable to:
Owners of the parent 14 828 632 22 676 211
Non-controlling interest 1 230 557 1 997 205
16 059 189 24 673 416
Total comprehensive income attributable to:
Owners of the parent 14 889 734 22 856 960
Non-controlling interest 1 250 385 1 997 205
16 140 119 24 854 165
Number of shares issued 281 826 818 281 826 818
Weighted average number of shares 281 826 818 197 795 721
Earnings per share (cents)
Basic earnings per share 5.3 11.5
Headline earnings per share 5.3 11.5
Diluted earnings per share 5.3 11.5
Diluted headline earnings per share 5.3 11.5
Audited Statement of Changes in Equity
Foreign
Total currency
Share Share share translation
Figures in Rand capital premium capital reserve
Balance at 1 September 2010 95 700 32 465 128 165 -
Changes in equity
Total comprehensive income for
the period - - - 180 749
Business combination - - - -
Transfer of redemption reserve - - - -
Dividends - - - -
Total changes - - - 180 749
Balance at 1 September 2011 95 700 32 465 128 165 180 749
Changes in equity
Total comprehensive income for
the 7 months - - - 61 102
Dividends - - - -
Total changes - - - 61 102
Balance at 31 March 2012 95 700 32 465 128 165 241 851
Total
attributable to
Other non- equity holders
Figures in distributable Total Retained of the group/
rand reserve reserves earnings company
Balance at
1 September
2010 27 816 320 27 816 320 26 719 929 54 664 414
Changes in
equity
Total
comprehensive
income
for the
period - 180 749 22 676 211 22 856 960
Business
combination 84 381 84 381 - 84 381
Transfer of
redemption
reserve (250 000) (250 000) 250 000 -
Dividends - - (8 454 804) (8 454 804)
Total
changes (165 619) 15 130 14 471 407 14 486 537
Balance at
1 September
2011 27 650 701 27 831 450 41 191 336 69 150 951
Changes in
equity
Total
comprehensive
income
for the
period - 61 102 14 828 632 14 889 734
Dividends - - (9 384 832) (9 384 832)
Total
changes - 61 102 5 443 800 5 504 902
Balance at
31 March
2012 27 650 701 27 892 552 46 635 136 74 655 853
Non-controlling Total
Figures in Rand interest equity
Balance at 1 September 2010 1 231 105 55 895 519
Changes in equity
Total comprehensive income for the period 1 997 205 24 854 165
Business combination 45 438 129 819
Transfer of redemption reserve - -
Dividends - (8 454 804)
Total changes 2 042 643 16 529 180
Balance at 1 September 2011 3 273 748 72 424 699
Changes in equity
Total comprehensive income for the 7 months 1 250 385 16 140 119
Dividends (539 000) (9 923 832)
Total changes 711 385 6 216 287
Balance at 31 March 2012 3 985 133 78 640 986
Audited Statement of Cash Flows
For the For the
seven-month twelve-month
period ended period ended
31 March 31 August
Figures in Rand 2012 2011
Cash flows from operating activities
Cash receipts from customers 133 560 791 89 139 010
Cash paid to suppliers and employees (109 054 763) (75 313 659)
Cash-generated in operations 24 506 028 13 825 351
Interest income 232 568 693 216
Finance costs (642 017) (1 360 172)
Tax paid (1 486 028) (3 054 543)
Exchange differences on translating foreign
operations 80 929 180 748
Net cash from operating activities 22 691 480 10 284 600
Cash flows from investing activities
Additions of property, plant and equipment -
increase in operating capacity (677 188) (849 890)
Sale of property, plant and equipment - 344 533
Additions of other intangible assets (7 657 841) (15 688 572)
Business combinations - business acquisition - 2 876 638
Purchase of financial assets (828 879) (188 663)
Net cash from investing activities (9 163 908) (13 505 954)
Cash flows from financing activities
Repayment of other financial liabilities 1 564 865 (4 660 738)
Dividends paid (9 923 832) (8 454 804)
Net cash from financing activities (8 358 967) (13 115 542)
Total cash movement for the period 5 168 605 (16 336 896)
Cash at the beginning of the period (11 081 259) 5 255 637
Total cash at the end of the period (5 912 654) (11 081 259)
Current assets 8 625 877 3 103 970
Current liabilities (14 538 531) (14 185 229)
Total cash at the end of the period (5 912 654) (11 081 259)
Audited Notes to the Consolidated Financial Statements for the Seven Months
ended 31 March 2012:
1. Basis of preparation
The consolidated financial statements of PBT Group Limited have been prepared in
accordance with International Financial Reporting Standards, the AC 500
Standards as issued by the Accounting Practices Board or its successor and the
Companies Act No. 71 of 2008 of South Africa. The consolidated financial
statements have been prepared on the historical cost and accrual basis of
accounting (except for cash flow information), except for certain financial
instruments carried at fair value and inventory measured at the lower of cost
and realisable value and incorporate the principal accounting policies set out
below. The functional and presentation currency of the group is the South
African Rand. These accounting policies are consistent with those applied in the
financial results for the year ended 31 August 2011. The consolidated financial
statements have been audited by LDP Inc. Their unqualified audit report is
available for inspection at the company`s registered office. The consolidated
financial statements were prepared under the supervision of Bianca Pieters
CA(SA).
For the For the
seven-month twelve-month
period ended period ended
31 March 31 August
2012 2011
Figures in Rand
2. Revenue
Rendering of services 129 668 881 190 576 074
3. Dividends paid
Dividends (9 923 832) (8 454 804)
A final dividend of 3.3c per ordinary share (total payment: R9 384 832) for the
financial year ending 31 August 2011 was paid on 9 January 2012. The dividend
was proposed by the directors and authorised by the shareholders of the company.
A final gross dividend of 3.45c per ordinary share (total payment: R9 723 025),
based on the results for this period, was paid on 21 May 2012.
Segment Report
The group is organised into two main segments based on the type of industries
they deliver services to.
For management purposes, the group is organised into two distinct business
segments, based on the services that each provides. The group is a pure services
company and derives no income from the selling of third party software or
hardware. The pricing structure for the "insurance and medical aid
administration software and services" segment is largely based on the number of
members administered.
Management monitors the operating results of the business segments continuously
to optimise the allocation of resources and to assess performance and
profitability. Finance costs, finance income and income taxes are managed on a
group basis.
Insurance and
Computer medical aid
software administration
consulting and software and
Figures in Rand implementation services Other
COMPREHENSIVE INCOME
Revenues from external
customers 119 621 762 11 026 741 520 960
Intragroup revenues 6 255 472 827 685 -
Revenue total 125 877 234 11 854 426 520 960
Operating profit 22 370 992 1 678 302 (689 166)
Interest income 2 425 012 169 095 (2 361 539)
Interest expenses (860 693) (27 304) 245 980
Income taxes (6 264 702) (626 788) -
Profit (loss) for the
period 17 670 609 1 193 305 (2 804 725)
FINANCIAL POSITION
Reportable segment assets 299 288 396 8 287 881 686 184 498
Assets total 299 288 396 8 287 881 686 184 498
Reportable segment
liabilities (702 551 265) (3 148 857) (198 109 069)
Liabilities total (702 551 265) (3 148 857) (198 109 069)
OTHER INFORMATION
Capital expenditure(2) 6 926 305 1 408 724 -
Depreciation and
amortisation 2 710 963 779 165 -
Movement in provision for
leave pay and bonuses 77 016 (44 521) -
Impairment on investment
in subsidiaries - - 40 696 828
Reversal of impairment
loans to group companies - - (17 663 382)
Eliminations
and
Figures in Rand adjustments Consolidated
COMPREHENSIVE INCOME
Revenues from external
customers - 131 169 463
Intragroup revenues (8 583 739)(1) (1 500 582)
revenue total (8 583 739) 129 668 881
Operating profit 8 062 917 23 360 128
Interest income 3 155 495 232 568
Interest expenses (2 594 495) (642 017)
Income taxes - (6 891 490)
Profit (loss) for the period 8 623 917 16 059 189
FINANCIAL POSITION
Reportable segment assets (868 978 008) 124 782 767
Assets total (868 978 008) 124 782 767
Reportable segment
liabilities 857 667 410 (46 141 781)
Liabilities total 857 667 410 (46 141 781)
OTHER INFORMATION
Capital expenditure(2) - 8 335 029
Depreciation and
amortisation - 3 490 128
Movement in provision for
leave pay and bonuses - 32 495
Impairment on investment
in subsidiaries (40 696 828) -
Reversal of impairment
loans to group companies 17 663 382 -
NOTES
1. Intragroup consulting fees are charged at approximate market prices.
2. Capital expenditure consists of additions to property, plant and equipment
and intangible assets.
Sales between segments are eliminated in the "Eliminations and adjustments"
column. The revenue from external parties and all other items of income,
expenses, profits and losses reported in the segment report is measured in a
manner consistent with that in the statement of comprehensive income.
Geographic information
Revenue
from external Non-current
Figures in Rand customers(3) assets(4)
Africa and Middle East 37 509 657 -
Australia 31 522 228 263 371
Republic of South Africa 60 636 995 22 745 228
129 668 881 23 008 599
3. The revenue information above is based on the location of the customer.
4. The non-current assets information above is based on the location in the
entity`s country of domicile.
COMMENTARY
COMMENTARY
1. GROUP RESULTS
The Group recorded a profit before taxation of R22 950 679 for the seven-month
financial period ended 31 March 2012. Taxation amounted to R6 891 490, resulting
in an after-tax profit of R16 059 189. Earnings per share and headline earnings
per share amounted to 5.26 cents per share.
2. OPERATIONAL REVIEW
The group experienced strong demand, both locally and internationally, for its
services during the seven month period under review. On an annualised basis,
revenue grew by 16.6% and net profit before tax increased by 11%. In the
healthcare sector the company`s Australian operation showed significant growth
which is expected to continue during the next financial year. The South African
operation continues to perform as expected, benefiting from the increased client
base.
During this period, 53% of the company`s revenue was derived from international
operations. The company has entered the implementation phase of a large
international project which will, in conjunction with the growth in the
Australian operation, result in an even larger percentage of total revenue for
the next financial year being derived from its global operations.
3. ACQUISITION OF THE PRESCIENT GROUP OF COMPANIES, THE RESULTING REVERSE
LISTING AND CAPITAL RAISING
Shareholders are referred to the SENS announcements dated 3 October 2011 and 8
November 2011.
All suspensive conditions have been fulfilled except for PBT shareholder
approval. The circular will be distributed to shareholders in due course,
including a notice of General Meeting of shareholders. Irrevocable undertakings
to vote in favour of the transaction have been obtained from shareholders
representing 83.99% of the total issued shares.
The effect of the acquisition and capital raising will be an increase in the
issued share capital from 281 million shares to 1 526 million shares.
In conjunction with the acquisition of Prescient, the company has raised R90
million through the placement of 66 666 666 shares at R1.35 each. This issue is
conditional upon completion of the Prescient transaction and will strengthen the
capital base for further acquisition opportunities.
Subject to the approval of shareholders at the General Meeting, the name of the
company will be changed from PBT Group Limited to Prescient Limited.
4. CHANGE IN YEAR-END
The Group`s year-end has changed to 31 March from 31 August, resulting in a
financial period of seven months to 31 March 2012. This change was effected in
order to bring the group in line with the Prescient financial reporting period.
5. CHANGES TO THE BOARD
In anticipation of the Prescient Group transaction, the following changes were
made with effect from the 27th February 2012:
Monty Kaplan was appointed as independent non-executive chairman after the
resignation of Herman Steyn.
The following directors resigned:
Ken Wood
Nitesh Vallabh
Jason Kinnear
Elizna Read
Michelle Baron-Williamson
The following were appointed as non-executive directors:
Mike Buckham
Ronell van Rooyen
6. DIVIDEND
A final dividend of 3,3c per ordinary share (total payment: R9 384 832) for the
financial year ending 31 August 2011 was paid on 9 January 2012. The group`s
year end changed to 31 March resulting in a seven-month financial year. A final
gross dividend of 3.45c per ordinary share (total payment: R9 723 025), based on
the results for this period, was paid on 21 May 2012.
7. FURTHER ACQUISITION
Subsequent to the year-end, PBT made 2 further acquisitions:
- 100 % of Bi-Blue Consulting, which is a SAP Business Objects specialist
company
- 51 % of Cyberpro Consulting, which is highly regarded in the Microsoft
environment, specialising in application development. The acquisition remains
subject to the fulfilment of the suspensive conditions.
Neither of these acquisitions are significant in size but will strengthen PBT`s
product offering to the market.
8. PROSPECTS
The Prescient acquisition and capital raising referred to above will result in a
major change in the group, both in terms of its size and scope of business
operations.
The financial services operations of the Prescient Group, mainly asset
management and stockbroking, will make a significant contribution to earnings.
Based on current results the profit contribution of the two divisions is
approximately 20 % technology and 80 % financial services.
Shareholders should benefit from increased earnings potential, greater liquidity
on the JSE and enhanced public profile of the Prescient product offerings.
M KAPLAN
Independent Non-executive Chairman
Cape Town
31 May 2012
Directorate and administration
Directors: M Kaplan (Chairman)*, PJ de Wet (Chief Executive Officer),
AM Louw (Financial Director), R van Rooyen*, M Buckham*
* Independent non-executive
Company registration number 1936/008278/06
Share code: PBT ISIN: ZAE000149712
("PBT Group" or "the company" or "the group")
Domicile and registered office: Unit 3, Knowledge Park 3,
Cnr Century Boulevard and Heron Crescent,
Century City 7441, South Africa
Postal address: (PO Box 276, Century City 7446)
Contact details: Tel: 021 551 0937, Fax: 021 551 0923
Company secretary: B Pieters
Transfer secretary: Link Market Services South Africa (Pty) Limited
13th Floor, Rennie House, 19 Ameshoff Street,
Braamfontein 2001
Principal banker: Nedbank Limited
Auditors: LDP Inc.
Sponsor and Corporate advisor: Bridge Capital Advisors (Pty) Limited
Date: 31/05/2012 17:28:01 Produced by the JSE SENS Department.
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