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ITG
ITG
Integrear - Restated results for the six months ended 31 December 2005
Integrear Limited-ITG
("Integrear" or "the group")
Registration number 1989/001319/06
Share code: ITG
ISIN number: ZAE000027231
Restated results for the six months ended 31 December 2005
Financial effects of the disposal of the BPM business
The repayment of capital
The amendment of the articles
RESTATED CONSOLIDATED INCOME STATEMENT
Unaudited Audited
Six months ended Year ended
31 December 30 June
2005 2004 2005
R"000 R"000 R"000
Revenue 3 692 3 827 8 544
Cost of sales (1 169) (1 302) (3 237)
Gross profit 2 523 2 525 5 307
Operating expenses (2 588) (3 062) (6 215)
Loss from operations (65) (537) (908)
Loss on disposal of subsidiary (19) - -
Finance costs (9) (7) (262)
Income from investments 88 65 282
Loss before taxation (5) (479) (888)
Income tax (expense)/benefit (89) 195 178
Net loss for the period (94) (284) (710)
Weighted average number of
ordinary
shares in issue 12 564 190 12 564 190 12 564 190
Basic loss per share (cents)* (0,75) (2,26) (5,65)
Headline loss per share (cents)** (0,60) (2,26) (5,65)
Reconciliation between basic and
headline (loss)/earnings
Basic loss (94) (284) (710)
Disposal of subsidiary (19) - -
Headline loss (114) (284) (710)
* Basic earnings per share is calculated based on net loss of (R94 000)
divided by the number of shares in issue being 12 564 190 x 100.
** Headline earnings per share is calculated based on net loss of (R94 000)
adjusted by the loss in disposal of subsidiary of (R19 000) divided by the
number of shares in issue being 12 564 190 x 100.
RESTATED CONSOLIDATED CASH FLOW STATEMENT
Unaudited Audited
Six months ended Year ended
31 December 30 June
2005 2004 2005
R"000 R"000 R"000
Operating activities
Cash receipts from customers 5 181 4 320 9 972
Cash paid to suppliers and
employees 5 084 3 925 (9 855)
Cash from operations 97 395 117
Interest paid (9) (7) (22)
Interest received 88 65 124
Income taxes received - 117 116
Net cash from operating activities 176 570 335
Investing activities
Purchases of equipment (46) (9) (34)
Increase in loans receivable - - -
Net cash used in investing
activities (46) (9) (34)
Financing activities
Decrease in borrowings (24) (34) (47)
Net cash used in financing
activities (24) (34) (47)
Net (decrease)/increase in cash
and
cash equivalents (473) 527 254
Effect of foreign exchange rate
changes - - -
Cash and cash equivalents at
beginning of the period 1 965 1 711 1 711
Cash and cash equivalents at end
of the period 1 492 2 238 1 965
RESTATED CONSOLIDATED BALANCE SHEET
Unaudited Audited
31 December 30 June
2005 2004 2005
R"000 R"000 R"000
Assets
Non-current assets 575 1 105 1 087
Equipment 46 92 92
Deferred tax asset 528 1 013 995
Current assets 4 500 4 703 3 474
Inventory - 6 -
TOTAL ASSETS 5 074 5 808 4 561
Equity and liabilities
Capital and reserves 2 056 1 629 1 203
Share capital 126 126 126
Share premium 686 686 686
Non-distributable reserves 828 828 828
Capital redemption fund 48 48 48
Accumulated profit/(loss) 368 (59) (485)
Non-current liabilities
Long-term borrowings: Interest
bearing 11 30 29
Current liabilities 3 007 4 149 3 329
Trade and other payables 1 947 4 092 3 284
Deferred revenue 1 021 - -
Tax liability 4 4 4
Short-term borrowings: Interest
bearing 35 53 41
TOTAL EQUITY AND LIABILITIES 5 074 5 808 4 561
RESTATED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
Accumu-
Non- Capital lated
Share Share distributable redemption (loss)/
capital premium reserve fund profits Total
R"000 R"000 R"000 R"000 R"000 R"000
Balance at 30
June 2004 126 686 828 48 225 1 913
Net loss for
the period - - - - (284) (284)
Balance at 31
Dec 2004 126 686 828 48 (59) 1 629
Net loss for
the period - - - - (427) (427)
Balance at 30
June 2005 126 686 828 48 (486) 1 202
Net loss for
the period - - - - (94) (94)
Sale of
subsidiary - - - - 948 948
Balance at 31
Dec 2005 126 686 828 48 368 2 056
COMMENTS
Shareholders are referred to the Interim Results announcement for the six months
ended 31 December 2005, published on 31 March 2006, and are advised that the
effect of the adjustments to the Interim Results to correctly reflect the
disposals of the Abacus subsidiary and Zeus business, are:
- Turnover reduced from R6 808 thousand to R3 692 thousand, the reason being
the proceeds from the disposals were stated as revenue.
- Cost of sales reduced from R2 019 thousand to R1 169 thousand, deferred
costs previously recognised, has been removed.
- Operating expenses reduced from R3 841 thousand to R2 588 thousand, the
reason being that costs related to the disposed of businesses were
corrected.
- Net profit reduces from R1 027 thousand to a net loss of R94 thousand due
to the reasons above.
- Deferred revenue of R1 021 thousand has been added to the current
liabilities on the balance sheet, due to the correction in terms of
deferred costs and revenue and the subsequent reduction in profit.
- Income tax - the deferred tax related to the disposals were not accounted
for, both the income statement and balance sheet was corrected.
ACCOUNTING POLICIES
The interim statement has been prepared in accordance with IFRS. The accounting
policies used are consistent with those used in the annual financial statements
for the year ended 30 June 2005.
AUDIT REPORT
The interim consolidated financial statements are not audited.
CORPORATE GOVERNANCE
The group subscribes to and complies with the Codes on Corporate Governance
Practices and Conduct as contained in the second King Report on Corporate
Governance.
FINANCIAL
Financial effect of the disposal of the BPM business.
The financial effect of the disposal can be summarised as follows:
After
Before initial After
disposal disposals Change disposal Change
(cents) (cents) % (cents) %
Earnings per share (0,75) (10,45) (1 293) (9,78) 6,4
Headline earnings and
diluted headline
earnings per share (0,6) 0,21 135 0,88 319
Net asset value per
share 16,36 16,36 30,56 87
Net tangible asset value
per share 16,36 16,36 30,56 87
1. Before disposal column reflects the restated unaudited interim results
of Integrear for the six months ended 31 December 2005.
2. The after initial disposals column reflects the financial effect of
the disposal of Abacus and the Zeus business on the assumption that
the disposals were effective 1 July 2005 for income statement
purposes.
3. The after disposal column reflects the financial effect of the
disposal of the BPM business with effect 1 July 2005 for income
statement purposes and 31 December 2005 for balance sheet purposes.
Capital Repayment and notice of General Meeting
The Directors resolved to return the proceeds of the recent disposals of the
Integrear businesses to shareholders by way of a capital repayment, subject to
shareholder approval. A circular to this effect is being prepared for
distribution to shareholders. Shareholders will also be asked to approve:
* the disposal of the BPM business as announced on 5 May 2006;
* the capital repayment to shareholders that will see shareholders receiving
R0,274590 per share; and
* the amendment of the company"s articles of association by reducing the
number of required directors from five to four.
IMPORTANT DATES AND TIMES
General meeting of shareholders to be held at
12h00 on Tuesday, 1 August
Results of general meeting of shareholders
published on SENS on Tuesday, 1 August
Results of the general meeting of shareholders
published in the press on Wednesday, 2 August
Last day to trade to be eligible for the capital
reduction payment Friday, 11 August
Share trade "ex" distribution Monday, 14 August
Record date Friday, 18 August
Distribution paid to shareholders on
* In the case of dematerialised shareholders,
into their accounts with their CSDPs or brokers
on; and
* In the case of certificated shareholders,
posted by ordinary post or or about Monday, 21 August
The general meeting will be held at Integrear"s Offices, 1st Floor, Building 1,
Glen Manor Office Park, 138 Frikkie de Beer Street, Menlyn, Pretoria, 0063
Shares may not be materialized or dematerialised from Monday, 14 August 2005, to
Friday, 18 August 2006, both days inclusive.
The effect of the capital repayment can be summarised as follows:
Before the After the
capital capital
repayment repayment Change
(cents) (cents) %
Net asset value per share 31,51 4,05 (87,14)
Net tangible asset value per share 31,51 4,05 (87,14)
1. Before the capital repayment column reflects the restated unaudited
results of Integrear for the six months ended 31 December 2005.
2. The after the capital repayment column reflects the financial effect
of the capital reduction on the assumption that the capital repayment
took place on 31 December 2005.
Lifting of suspension
The Directors have applied to the JSE Ltd to lift the suspension on the trading
of the shares.
DIVIDEND
No dividend is declared for the period under review.
By order of the board
L du Plessis
Chairperson
11 July 2006
Transfer secretaries Registered office
Computershare Investor Services 2004 Glen Manor Office Park
(Pty) Limited Menlyn, 0063
70 Marshall Street
Johannesburg, 2001
Directors: L du Plessis* (Chairperson), TJ Hill (Chief Executive Officer), BP
Jones*, GJ Oosthuizen*, M Lindeque*
*Non-executive
www.integrear.com
Date: 11/07/2006 05:00:08 PM Produced by the JSE SENS Department
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