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BJM - Unaudited results for the six months ended 30 September 2005
BARNARD JACOBS MELLET HOLDINGS LIMITED
Reg No: 1995/004798/06
Incorporated in the Republic of South Africa
ISIN: ZAE000014262 & JSE code: BJM
Unaudited results for the six months ended 30 September 2005
- Earnings per share 36,9c
- Headline earnings per share 22,4c
- Dividends per share 29c (Ordinary dividend 18c and Special dividend 11c)
CONSOLIDATED INCOME STATEMENTS
Six months Six months Year
ended ended ended
30 September 30 September 31 March
2005 2004 2005
Unaudited Unaudited Audited
R"000 R"000 R"000
Operating revenue 155 027 107 779 240 225
Interest income 15 390 13 413 26 477
GROSS REVENUE 170 417 121 192 266 702
Operating costs (123 684) (111 778) (225 886)
OPERATING INCOME BEFORE
FINANCE COSTS 46 733 9 414 40 816
Finance costs (848) (8 647) (15 610)
Preference dividends (1 396) (2 792) (5 584)
OPERATING INCOME BEFORE
INCOME FROM INVESTMENTS 44 489 (2 025) 19 622
Income from investments - 641 3 321
Capital items 8 653 (303) (606)
PROFIT BEFORE TAXATION 53 142 (1 687) 22 337
Taxation (16 899) (554) (10 081)
NET PROFIT ATTRIBUTABLE
TO SHAREHOLDERS 36 243 (2 241) 12 256
Basic earnings/(loss)
per share (cents) 36,91 (2,27) 12,45
Diluted earnings/(loss)
per share (cents) 32,92 (2,08) 11,27
HEADLINE EARNINGS PER SHARE
Six months Six months Year
ended ended ended
30 September 30 September 31 March
2005 2004 2005
Unaudited Unaudited Audited
Weighted average number of
shares in issue ("000) 98 195 98 725 98 485
Headline earnings/(loss)
per share (cents) 22,42 (2,27) 7,20
Diluted headline
earnings/(loss)
per share (cents) 20,00 (2,08) 6,52
Net asset value per
share (cents) 371 313 326
Reconciliation of headline
earnings R"000 R"000 R"000
Headline earnings 22 014 (2 241) 7 095
Liquidation distribution
received 6 560 - 1 369
Sale of investments 7 657 - 3 772
Profit on disposal of
furniture and equipment 12 - 20
Basic earnings/(loss) 36 243 (2 241) 12 256
CONSOLIDATED BALANCE SHEETS
Six months Six months Year
ended ended ended
30 September 30 September 31 March
2005 2004 2005
Unaudited Unaudited Audited
R"000 R"000 R"000
ASSETS
NON-CURRENT ASSETS
Furniture and equipment 3 248 5 620 4 493
Investments 18 558 80 830 5 641
Goodwill 3 692 3 692 3 692
Deferred taxation 13 136 26 962 22 048
38 634 117 104 35 874
CURRENT ASSETS
Amounts receivable in respect
of stockbroking activities 2 946 036 1 288 419 2 109 356
Margin on derivative
financial instruments 16 249 9 128 14 352
Short-term investments - - 61 045
Sundry accounts receivable 12 453 53 396 14 901
Listed securities holdings 253 801 320 924 217 680
Cash and cash equivalents 521 973 383 093 552 317
3 750 512 2 054 960 2 969 651
TOTAL ASSETS 3 789 146 2 172 064 3 005 525
EQUITY AND LIABILITIES
EQUITY
Share capital 933 982 990
Share premium 139 077 154 650 156 509
Non-distributable reserves 24 075 17 993 17 472
Accumulated profit 182 166 133 495 148 238
346 251 307 120 323 209
CURRENT LIABILITIES
Amounts payable in respect of
stockbroking activities 2 895 355 1 320 171 2 197 028
Listed securities sold short 447 543 193 040 282 630
Sundry accounts payable 90 410 53 019 59 521
Short-term interest-bearing
liabilities - 225 351 121 159
Income tax payable 5 899 1 325 3 729
Shareholders for dividends 85 149 77
Bank overdraft 3 603 71 889 18 172
3 442 895 1 864 944 2 682 316
TOTAL EQUITY AND LIABILTIES 3 789 146 2 172 064 3 005 525
GROUP STATEMENT OF CHANGES IN EQUITY
For the six months ended 30 September 2005
Non-
distri- Accumu-
Share Share butable lated
capital premium reserves profit Total
R"000 R"000 R"000 R"000 R"000
Balance at
1 April 2004 987 155 655 15 715 137 462 309 819
- As previously
reported 1 102 182 093 15 602 144 330 343 127
- Change in
accounting
interpretation - - - (6 207) (6 207)
- Change in basis
of preparation (115) (26 438) 113 (661) (27 101)
Foreign currency
translation
reserve - - 155 - 155
Provision for
equity settlements - - 997 - 997
BEE credential
amortisation - - 605 - 605
Net profit for
the year - - - 12 256 12 256
Treasury stock 3 854 - - 857
Dividends paid - - - (1 480) (1 480)
Balance at
1 April 2005 990 156 509 17 472 148 238 323 209
- As previously
reported 1 105 182 947 16 754 154 532 355 338
- Change in
accounting
interpretation - - - (3 721) (3 721)
- Change in basis
of preparation (115) (26 438) 718 (2 573) (28 408)
Foreign currency
translation
reserve - - (1 597) - (1 597)
Provision for
equity settlements - - 1 136 - 1 136
BEE credential
amortisation - - 303 - 303
Mark-to-market on
available-for-
sale instruments - - 13 390 - 13 390
Realisation of
foreign currency
translation reserve (6 629) 6 629 -
Net profit for
the period - - - 36 243 36 243
Treasury stock (57) (17 432) (17 489)
Dividends paid - - - (8 944) (8 944)
Balance at
30 September 2005 933 139 077 24 075 182 166 346 251
CONSOLIDATED CASH FLOW STATEMENTS
Six months Six months
ended ended Year ended
30 September 30 September 31 March
2005 2004 2005
Unaudited Unaudited Audited
R"000 R"000 R"000
Cash generated from
operations 52 916 114 227 420 813
Cash generated from
investing activities 71 556 13 629 32 938
Cash utilised in financing
activities (138 650) (2 147) (104 472)
Net (decrease)/increase in
cash and cash equivalents (14 178) 125 709 349 278
Cash and cash equivalents
at beginning of the year 534 145 183 728 183 728
Foreign currency
translation reserve (1 597) 1 767 1 139
Cash and cash equivalents
at end of year 518 370 311 204 534 145
SEGMENTAL ANALYSIS
South Africa International Total
R"000 R"000 R"000
For the six months ended
30 September 2005
Primary segment
Revenue 132 395 38 022 170 417
Assets 3 489 896 299 250 3 789 146
Liabilities 3 150 286 292 609 3 442 895
For the six months ended
30 September 2004
Primary segment
Revenue 90 083 31 109 121 192
Assets 1 953 865 218 199 2 172 064
Liabilities 1 675 929 189 015 1 864 944
For the twelve months ended
31 March 2005
Primary segment
Revenue 197 790 68 912 266 702
Assets 2 561 945 443 580 3 005 525
Liabilities 2 269 843 412 473 2 682 316
RECONCILIATION OF CHANGES IN BASIS OF PREPARATION
Assets Liabilities
Unaudited Audited Unaudited Audited
30 September 31 March 30 September 31 March
2004 2005 2004 2005
R"000 R"000 R"000 R"000
Impact of IFRS on
assets, liabilities
and equity
As previously
reported 2 195 010 3 031 810 1 857 644 2 676 470
IFRS adjustments (22 946) (26 285) 7 300 5 845
- IAS 16:
Revaluation of
residual values
in furniture
and equipment 51 53 - -
- IAS 39:
Valuation of
listed securities
holdings and
listed securities
sold short (665) (53) 432 529
- IAS 39:
Shares reserved
for BEE (24 703) (27 979) - -
- IFRS 2:
Amortisation of
BEE credentials - - - -
- IAS 17:
Recognition of
leases on a
straight-line
basis - - 179 89
- IAS 18:
Revenue
recognition - - 6 689 5 227
- Adjustment to
deferred tax
due to the
IFRS changes 2 371 1 694 - -
Restated under
IFRS 2 172 064 3 005 525 1 864 944 2 682 315
Equity
Unaudited Audited
Impact of IFRS on assets, 30 September 31 March
liabilities and equity 2004 2005
(continued) R"000 R"000
As previously reported 337 366 355 339
IFRS adjustments (30 246) (32 130)
- IAS 16: Revaluation of residual
values in furniture and equipment 51 53
- IAS 39: Valuation of listed
securities holdings and listed
securities sold short (1 097) (582)
- IAS 39: Shares reserved for BEE (24 703) (27 979)
- IFRS 2: Amortisation of BEE credentials - -
- IAS 17: Recognition of leases on a
straight-line basis (179) (89)
- IAS 18: Revenue recognition (6 689) (5 227)
- Adjustment to deferred tax due to
the IFRS changes 2 371 1 694
Restated under IFRS 307 120 323 209
30 September 2004
Unaudited
figures as Unaudited Unaudited
previously IFRS figures
Impact of IFRS on the reported adjustments restated
income statement R"000 R"000 R"000
Operating revenue 105 868 1 911 107 779
Interest income 13 413 - 13 413
Gross revenue 119 281 1 911 121 192
Operating cost (111 230) (548) (111 778)
Operating income before
finance costs 8 051 1 363 9 414
Finance charges (8 647) - (8 647)
Preference dividends (2 792) - (2 792)
Operating income before
income from investments (3 388) 1 363 (2 025)
Income from investments 1 319 (678) 641
Capital items (2 615) (2 312) (303)
Profit before taxation (4 684) 2 997 (1 687)
Taxation (145) (409) (554)
Net profit attributable to
shareholders (4 829) 2 588 (2 241)
31 March 2005
Audited
figures as Audited Audited
previously IFRS figures
Impact of IFRS on the income reported adjustments restated
statement (continued) R"000 R"000 R"000
Operating revenue 236 851 3 374 240 225
Interest income 26 477 - 26 477
Gross revenue 263 328 3 374 266 702
Operating cost (225 943) 57 (225 886)
Operating income before
finance costs 37 385 3 431 40 816
Finance charges (15 610) - (15 610)
Preference dividends (5 584) - (5 584)
Operating income before
income from investments 16 191 3 431 19 622
Income from investments 4 661 (1 340) 3 321
Capital items - (606) (606)
Profit before taxation 20 852 1 485 22 337
Taxation (8 995) (1 086) (10 081)
Net profit attributable to
shareholders 11 857 399 12 256
Non-
Impact of IFRS on the Share Share distributable
statement of changes in capaital premium reserve
equity - 31 March 2005 R"000 R"000 R"000
Opening equity previously
reported at 1 April 2004 1 102 182 093 15 602
Opening adjustments at
1 April 2004 on statements
applied retrospectively (115) (26 439) 113
- IAS 16: Revaluation of
residual values in furniture
and equipment - - -
- IAS 39:
Shares reserved for BEE (115) (26 439) -
- IFRS 2:
Amortisation of BEE
credentials - - 113
- IAS 39:
Valuation of listed securities
holdings and listed securities
sold short - - -
- IAS 17:
Recognition of leases on a
straight-line basis - - -
- IAS 18:
Revenue recognition - - -
- Adjustment to deferred tax
due to the IFRS changes - - -
Restated opening equity at
1 April 2004 987 155 654 15 715
Previously reported movements
to equity 3 855 1 151
Adjustments to equity - - 606
- IAS 16:
Revaluation of residual values
in furniture and equipment - - -
- IAS 39:
Shares reserved for BEE - - -
- IFRS 2: Amortisatin of
BEE credentials - - 606
- IAS 39:
Valuation of listed securities
holdings and listed securities
sold short - - -
- IAS 17:
Recognition of leases on a
straight-line basis - - -
- IAS 18:
Revenue recognition - - -
- Adjustment to deferred tax
due to the IFRS changes - - -
Restated equity at
31 March 2005 990 156 509 17 472
Impact of IFRS on the statement Accumulated
of changes in equity - 31 March 2005 profit Total
(continued) R"000 R"000
Opening equity previously reported
at 1 April 2004 144 330 343 127
Opening adjustments at 1 April 2004 on
statements applied retrospectively (6 869) (33 310)
- IAS 16: Revaluation of residual
values in furniture and equipment 41 41
- IAS 39: Shares reserved for BEE (259) (26 813)
- IFRS 2: Amortisation of BEE
credentials (113) -
- IAS 39: Valuation of listed
securities holdings and listed
securities sold short (451) (451)
- IAS 17: Recognition of leases on
a straight-line basis (267) (267)
- IAS 18: Revenue recognition (8 600) (8 600)
- Adjustment to deferred tax due
to the IFRS changes 2 780 2 780
Restated opening equity at 1 April 2004 137 461 309 817
Previously reported movements to equity 10 203 12 212
Adjustments to equity 574 1 180
- IAS 16: Revaluation of residual
values in furniture and equipment 12 12
- IAS 39: Shares reserved for BEE (1 167) (1 167)
- IFRS 2: Amortisatin of BEE credentials (606) -
- IAS 39: Valuation of listed securities
holdings and listed securities sold short (131) (131)
- IAS 17: Recognition of leases on
a straight-line basis 178 178
- IAS 18: Revenue recognition 3 373 3 373
- Adjustment to deferred tax due to the
IFRS changes (1 085) (1 085)
Restated equity at 31 March 2005 148 238 323 209
REVIEW OF RESULTS
BJM generated an attributable profit of R36,2 million for the six month period
ending September 2005, compared to the previous year"s first half attributable
loss of R2,2 million, restated for IFRS. The rigorous implementation of a
revised business model, the success of the restructuring initiatives of the
previous year and buoyant market conditions all contributed to this result. This
improved performance, which included the profitable contribution of all business
units, helped to increase the Group"s NAV to 371 cps from 326 cps (restated). It
should be noted that BJM PCS and Finsettle Services are held at negligible book
value and that their market value is accordingly excluded from the NAV.
Basic earnings per share rose to 36,9 cps while headline earnings amounted to
22,4 cps. Operating revenue for the period increased by 44% to R155 million
while operating costs increased by 10,6% to R124 million. Group equity brokerage
increased by 53% to R113 million compared to market turnover growth of 34%, but
this relative increase was offset by declines in revenue from fixed income and
agency arbitrage.
The previously disclosed receipt of R9,9 million in settlement of a claim
against the liquidators of ITI Holdings Limited is included as extraordinary
income during this period as is the gain on the sale of half of the Group"s
shareholding in JSE Limited for a pre-tax gain of R9 million. (The
demutualisation of the JSE removed the requirement to own these assets for
membership purposes.) Shareholders are advised that the remaining balance of
these shares, totalling 203 950 shares, are held at market value with the
unrealised gain taken directly to equity.
During the period under review, the Group adopted IFRS as its accounting policy.
The impact of the adoption of IFRS is explained under the heading "Basis of
preparation" and a reconciliation of the changes from GAAP to IFRS is set out in
these results.
Management is satisfied that there is sufficient capital for current business
requirements. The Board has consequently approved the proposal to pay all
earnings as dividends to shareholders, net of STC. The STC implication of this
dividend on the second six months is estimated at R2,9 million. Future dividend
payments will be based on the prevailing dividend policy of between one and two
times cover.
Prospects
The Group is very well positioned to benefit from previous restructuring
initiatives and the continuation of current favourable market conditions. A
reversal or deterioration in these buoyant conditions will inevitably impact the
Group negatively, but to a lesser extent than might previously have been the
case.
Dividends
Notice is hereby given that the Board has declared an interim ordinary dividend
of 18 cents per share in respect of the six months ended 30 September 2005. The
Board has further declared a special dividend of 11 cents per share in respect
of the extraordinary income. The total dividend of 29 cents per share will be
paid on Monday, 5 December 2005.
The last day to trade in the shares for purposes of entitlement to the dividends
will be Friday, 25 November 2005. The shares will commence trading ex-dividends
on Monday, 28 November 2005 and the record date will be Friday, 2 December 2005.
Share certificates may not be dematerialised or rematerialised between Monday,
28 November 2005 and Friday, 2 December 2005, both days inclusive.
Kevin Jacobs Andile Mazwai
Co-Chief Executive Officer Co-Chief Executive Officer
Johannesburg
10 November 2005
Basis of preparation
Barnard Jacobs Mellet Holdings Limited changed its accounting policy from
General Accepted Accounting Practice (GAAP) to International Financial Reporting
Standards (IFRS) as required by the Listings Requirements of the JSE Limited.
Being a first-time adopter of IFRS for the 2006 financial year, the Group"s date
of transition to IFRS is 1 April 2004. The Group"s opening balance sheet on 1
April 2004 and the comparative information for 2005 have been restated to comply
with IFRS.
The following elections are made in accordance with IFRS 1:
Business combinations: The Group is electing not to retrospectively apply the
requirements of IFRS 3 for business combinations that occurred prior to the
transitional date. As a result, the carrying amount of goodwill is the
depreciated amount on 31 March 2004 and previously amortised goodwill, and
goodwill eliminated against reserves, are not reinstated.
The following summarises the impact of the changes from GAAP to IFRS:
1. IAS 18 - Revenue recognition
Under AC 111 revenue for services rendered was recognised when the service was
provided regardless if the Group had an ongoing involvement in the product or
service provided. Under IAS 18 these fees must be spread over the period that
the Group must provide ongoing involvement or services. This only affected the
income the Group received from some of its structured products.
2. IFRS 2 - Share based payments
In recognition of services rendered and acting as an incentive for retaining key
staff, a certain portion of an employee"s remuneration package could consist of
payment in the form of shares. The services received in return for the stock
grants are amortised to the income statement on a straight-line basis over the
vesting period, with the corresponding credit recognised in equity, for
transactions settled in equity instruments or as a liability where settlement is
in cash. Under previous GAAP, equity-settled transactions were classified as
accounts payable in the Group financial statements.
Application of IFRS 2 results in the reclassification of the liability to equity
at the date of transition. Prior period financial statements have been
accordingly restated. This adoption does not have any financial impact on the
Group.
The expense booked under IFRS 2 is measured at the fair value of the stock
grant, determined at the grant date and is spread over the period during which
the employees become unconditionally entitled to the stock grants. The fair
value of the grants at grant date has been determined taking into account the
conditions upon which the options were granted. The amount recognised as an
expense is adjusted to reflect the actual number of stock grants expected to
vest.
The impact of applying IFRS 2 on the BEE transaction is the de-recognition of
the investment in the unlisted preference shares. Instead the BEE consortium"s
rights are reflected in equity and the benefit derived by BJM is recognised in
the income statement over the period in which conditions are imposed on the BEE
parties and is disclosed under capital items. This amortisation is spread over
a 10-year period from inception of the transaction and amounts to R605 614 per
annum. The dividend accrued from the investment in the cumulative redeemable
preference shares is not recognised, and any cash received is a direct credit to
equity.
3. IAS 16 - Revaluation of residual values in furniture and equipment
In calculating depreciation charge an entity reduces the depreciable amount of
an asset by its residual value. Previously under GAAP, the estimated residual
value was fixed on recognition of the asset and was not subject to reassessment.
IAS 16 revised requires that the residual value of the assets should be
reassessed at each balance sheet date. Annual increases in asset values result
in annual upward adjustments of residual values. The continued reassessment of
residual values typically leads to a reduction in depreciation charges and
depreciation charges cease when the carrying value of an asset equals the
residual value.
4. IAS 17 - Leases
IAS 17 requires operating lease costs to be accounted for on a straight-line
basis over the lease period. Future lease increases in terms of lease contracts
are calculated and the average lease expense is then recognised in equal amounts
over the lease period. Although this accounting treatment is in line with the
recognition method of GAAP, it was previously generally accepted in the South
African community to recognise the lease expenses on a payment basis. This
change results in higher lease cost in previously reported periods with a
reduction in the 2005 opening equity and a decrease in the 2005 and 2006 lease
cost.
5. IAS 39 - Change of the fair value of Financial Instruments designated as
Available for Sale
Under previous IAS 39 the Group elected to recognise any changes to the fair
value of financial instruments classified as available for sale to the income
statement.
In terms of the revised IAS 39 changes to the fair value of financial assets
designated as available for sale should be taken directly to Equity. Where the
fair value of the financial instrument drops below cost and that decline is
considered to be an impairment, the difference should be recognised in the
income statement. Similarly realised gains and losses will be recognised in the
income statement.
All the financial assets classified as available for sale on the balance sheet
in the past were accounted for at cost as no reliable fair value could be
calculated. In the case of BJM, these assets refer to JSE shares, (previously
JSE Rights). The profit on disposal has been accounted for in the income
statement, whereas the mark-to-market on the remaining shares has been accounted
for in equity. No adjustments are made to the opening balances or the
comparative figures.
6. IAS 39 - Valuation of listed securities holdings and listed securities sold
short
Under previous GAAP the Group valued their listed securities holdings and listed
securities sold short at closing prices at the end of the financial year. With
the changes in IAS 39 the valuation of listed securities holdings and listed
securities sold short change. Listed securities holdings are valued at the last
available bid price while listed securities sold short are valued on the last
available offer price.
This resulted in a decrease in the values listed securities holdings held on the
transition date and an increase in the value of listed securities sold short
held on the same date. The effect on the comparative numbers of this valuation
method was the same as the effect on the transition date. Where bid and offer
prices are not freely available, the current ruling prices are used.
Except for the changes listed above, the accounting policies and methods of
computation used in the preparation of these results are consistent in all
material respects with those adopted in the year ended 31 March 2005.
The September financial statements have not been audited or reviewed by the
company"s auditors KPMG Inc. The company"s auditors did audit the opening IFRS
conversion adjustments as at 1 April 2004 in accordance with the above basis of
preparation note. This did not include the evaluation of presentation or
disclosure under IFRS.
Directors
JA Bester (Chairman), HSC Bester, KG Jacobs* (Co-CEO), AM Mazwai* (Co-CEO), AR
Martin,
SM Mellet, TS Seopa, L Wilson*
* Executive
Company secretary
A de Villiers
Registered office Transfer secretaries
Barnard Jacobs Mellet House Ultra Registrars (Pty) Ltd
5 Sturdee Avenue 11 Diagonal Street
Rosebank, 2196 Johannesburg, 2000
Date: 10/11/2005 05:05:37 PM Produced by the JSE SENS Department
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