| Mon 2 Oct 2006, 12:00 | | Integrear - Abridged report for the year ended 30 |
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ITG
ITG
Integrear - Abridged report for the year ended 30 June 2006 and notice of AGM
Integrear Limited
Registration number 1989/001319/06
Share code: ITG & ISIN number: ZAE000027231
("Integrear" or "the group")
ABRIDGED REPORT FOR THE YEAR ENDED 30 JUNE 2006 AND NOTICE OF ANNUAL GENERAL
MEETING
CONSOLIDATED INCOME STATEMENT
2006 2005
Notes R R
Revenue 5 178 851 8 544 131
Cost of sales (1 849 385) 3 237 323)
Gross profit 3 329 466 5 306 808
Other income 3 131 034 -
Operating expenses (3 989 981) (6 215 351)
Profit/(loss) from operations 2 470 519 (908 543)
Finance costs (11 728) (262 001)
Income from investments 97 065 282 459
Profit/(loss) before tax 2 555 856 (888 085)
Income tax (expense)/benefit (55 729) 177 640
Net profit/(loss) for the year 2 500 127 (710 445)
Profit/(loss) per share
Basic profit/(loss) per share (cents) 19,90 (5,65)
Headline loss per share (cents) (3,11) (5,65)
GROUP BALANCE SHEET
2006 2005
Notes R R
ASSETS
Non-current assets 88 695 1 086 549
Equipment - 91 194
Deferred tax asset 88 695 995 355
Current assets 3 929 671 3 473 684
Loan receivable 1 091 -
Trade and other receivables 279 783 1 508 576
Bank balances and cash 3 648 797 1 965 108
TOTAL ASSETS 4 018 366 4 560 233
EQUITY AND LIABILITIES
Capital and reserves 3 702 471 1 202 344
Share capital 125 642 125 642
Share premium 686 031 686 031
Non-distributable reserve 827 687 827 687
Capital redemption fund 48 558 48 558
Accumulated profits/(losses) 2 014 553 (485 574)
Non-current liabilities
Long-term borrowings - 28 884
Current liabilities 315 895 3 329 005
Trade and other payables 256 064 1 929 221
Tax liability 59 831 4 103
Provisions - 118 487
Deferred revenue - 1 236 463
Short-term borrowings - 40 731
TOTAL EQUITY AND LIABILITIES 4 018 366 4 560 233
GROUP CASH FLOW STATEMENT
2006 2005
Note R R
OPERATING ACTIVITIES
Cash receipts from customers 6 407 644 9 987 196
Cash paid to suppliers and
Employees (8 580 813) (9 637 709)
Cash (used in)/generated from
operations (2 173 169) 349 487
Interest paid (11 728) (262 001)
Interest received 97 065 123 778
Taxation paid - 116 609
Net cash (used in)/from
operating activities (2 087 832) 327 873
INVESTING ACTIVITIES
Purchases of equipment
- maintaining operations (1 568) (65 903)
Proceeds from disposals 3 843 795 31 977
(Decrease)/increase in
loans receivable (1 091) 6 853
Net cash from/(used in)
investing activities 3 841 136 (27 073)
FINANCING ACTIVITIES
Decrease in borrowings (69 615) (47 088)
Net cash used in financing activities(69 615) (47 088)
Net increase in cash and
cash equivalents 1 683 689 253 712
Cash and cash equivalents at
beginning of the year 1 965 108 1 711 396
Cash and cash equivalents at
end of the year 3 648 797 1 965 108
Non- Capital Accumu
distri redemp- lated
Share Share butable tion (loss)/
capital premium reserve fund profits Total
R R R R R R
Balance at
30 June 2004 125 642 686 031 827 687 48 558 224 871 1 912 789
Net loss for
the year - - - - (710 445) (710 445)
Balance at
30 June 2005 125 642 686 031 827 687 48 558 (485 574) 1 202 344
Net profit for
the year - - - - 2 500 127 2 500 127
Balance at
30 June 2006 125 642 686 031 827 687 48 558 2 014 553 3 702 471
The calculation of the basic loss and headline
profit/(loss) per share is based on the following data:
Net profit/(loss) for the year 2 500 127 (710 445)
Loss on disposal of assets (2 890 759) -
Profit/(loss) for purpose of
headline profit/(loss) (390 632) (710 445)
Weighted average number of
ordinary shares 12 564 190 12 564 190
Basic profit/(loss) per
share (cents) 19.90 (5,65)
Headline loss per share (cents) (3,11) (5,65)
COMMENTS
Shareholders were previously notified that after much deliberation about the
business portfolio of the Integrear Ltd group the directors have concluded that
the Information Technology businesses in the Group, namely the businesses of
Integrear Abacus (Pty) Ltd, Integrear Indicium (Pty) Ltd and Integrear Systemflo
(Pty) Ltd are subject to market conditions that hamper long term growth. The
Board therefore concluded that the best way forward would be to sell these
businesses and to return the proceeds to the shareholders.
POST BALANCE SHEET EVENTS
The disposal of the last remaining business (the Business Process Management
Business of Integrear Systemflo (Pty) Ltd) and subsequent repayment of capital
was documented in the Circular to shareholders, dated 10 July, all resolutions
were approved in a general meeting held on the 1st of August 2006, the
distribution was paid to shareholders on 21 August 2006. A capital repayment of
R 3 450 000 was made to shareholders out of share premium.
Following the General Meeting on 1 August 2006 the following directors resigned
L. du Plessis, G J Oosthuizen. The following non-executive directors were
appointed: M Chapman, N Howell
Following the disposal of the operational businesses, the Company has no
operating businesses, and its only income will be from interest received on its
cash balances.
ACCOUNTING POLICIES
These audited annual statements for the financial year ended 30 June 2006 are
prepared in accordance with the International Financial Reporting Standards
(IFRS) applicable to financial year-end reporting. The accounting policies used
are consistent with those used in the annual financial statements for the year
ended 30 June 2005.
AUDIT REPORT
The group"s auditors PKF (Pta) Inc, registered accountants and auditors, have
signed an unqualified audit opinion on the financial statements for the year.
These have been approved by the board and abridged for the purposes of this
report. Both the auditor"s opinion and the financial statements are available
for inspection at the company"s registered office.
FINANCIAL
Revenue for the year amounted to R5,1 million (2005: R8,5 million), which
represents an decrease of 39% (2005: increase of 10,1%) compared to the prior
year. A gross profit margin of 64,29% (2005: 62,1%) was achieved.
Operating expenses decreased by R2 225 370.
The net profit for the year was R2 500 127 (2005: R710 445 - loss) after
depreciation of R48 278 (2005: R65 195).The profit for 2006 can be attributed to
the profit on sale of business operations and subsidiaries during the year under
review. The headline loss for the year was R390 632 (2005: loss of R710 445).
The results of the business and operations are detailed in the financial
statements contained in this report.
CORPORATE GOVERNANCE
The Group subscribes to and complies with the Code on Corporate Governance
Practices and Conduct as contained in the second King Report on Corporate
Governance.
SEGMENT REPORTING
No segment reporting was prepared since the group only operated in one
geographical and business segment.
JSE LIMITED REQUIREMENTS
This announcement has been prepared in accordance with the listing requirements
of the JSE Limited.
PROSPECTS AND LISTING ON THE JSE
The board has resolved not to consider any termination of the listing of the
Company or to suspend trading of the shares on the JSE at this time.
Furthermore, the board will be considering and exploring various options with
regard to the future of the Company. These options may include the acquisition
of new assets. The board will advise shareholders as and when required on any
developments. The company has not entered into any other substantial
transaction or has entered into an agreement to make such a substantial
acquisition or disposal or other substantial transaction which has not been
reported upon, in any circular or other document.
In terms of the provisions of the Listings Requirements of the JSE, the Company
will have six months within which to acquire new assets, failing which, its
listing will be suspended, and, subject to any rulings which the JSE may make,
its listing will be terminated if no circular relating to an acquisition is
approved by the JSE within three months from the date of suspension.
NOTICE OF ANNUAL GENERAL MEETING
Shareholders are advised that the annual general meeting of the company will be
held on 14 November 2006 at 12:00, at the offices of Integrear, 138 Frikkie de
Beer Street, Glen Manor Office Park, Building 1, 1st Floor, Menlyn, Pretoria, to
transact the business as set out in the notice of annual general meeting
circulated together with the annual financial statements.
DIVIDEND
No dividend is declared for the period under review.
By order of the board
TJ Hill
Chairperson
29 September 2006
Transfer secretaries
Computershare Investor Services 2004 (Pty) Limited
70 Marshall Street
Johannesburg, 2001
Registered office
138 Frikkie de Beer Street, Glen Manor Office Park, Building 1, 1st Floor,
Menlyn, Pretoria
Directors: T J Hill Exec Chairman (from 1 August 2006)
B P Jones Non-Exec
M Lindeque Non-Exec
M Chapman Non-Exec (appointed 1 August 2006)
N Howell Non-Exec (appointed 1 August 2006)
Date: 02/10/2006 12:00:31 PM Produced by the JSE SENS Department
