Pinnacle Year End Results 30 June 2016

/Pinnacle Year End Results 30 June 2016

Pinnacle Year End Results 30 June 2016

PINNACLE HOLDINGS LIMITED

(Registration number 1986/000334/06)

Share code: PNC

ISIN: ZAE000184149

(“Pinnacle” or “the Group” or “the Company”)

www.pinnacleholdings.co.za

REVIEWED CONDENSED CONSOLIDATED PRELIMINARY FINANCIAL RESULTS for

the year ended 30 June 2016

AT A GLANCE

REVENUE UP 37% to R10.9 billion

CORE EPS UP 12% to 205.1 cents

CASH GENERATED UP 47% to R748.0 million

DEBT TO EQUITY IMPROVED from 50% to 19%

Condensed Consolidated STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME

Full year

Full year

30 Jun

30 Jun

2016

2015

Reviewed

Audited

R’000

R’000

Revenue

10 969 132

7 987 636

Cost of sales

(9 305 726)

(6 870 002)

Gross profit

1 663 406

1 117 634

Operating expenses

(984 244)

(653 666)

Selling expenses

(69 450)

(71 705)

Employees expenses

(806 789)

(491 520)

Administration expenses

(141 322)

(97 214)

Gain on discounting of finance lease agreements

1 619

2 069

Profit on foreign exchange

6 384

4 704

Fair value adjustment on acquisition of former associate

(17 654)

Profit on disposal of former subsidiary

42 968

EBITDA *

679 162

463 968

Depreciation and amortisation

(63 284)

(31 509)

Impairment of goodwill

(5 592)

Operating profit before interest and taxation

615 878

426 867

Net finance costs

(108 694)

(91 445)

Investment income

17 617

7 767

Interest paid

(126 311)

(99 212)

Share of equity accounted associate income

22 702

37 915

Profit before taxation

529 886

373 337

Taxation

(148 283)

(93 233)

Net profit for the year

Owners of the Company Non-controlling interests

Other comprehensive income

Items that will not be reclassified into profit or loss:

 

Profit on revaluation of property

Realisation of non-distributable reserve on disposal of properties Tax relating to items that will not be reclassified

Items that can be reclassified into profit or loss:

 

Exchange differences from translating foreign operations Profit on acquisition of non-controlling interest

Cash flow hedge

381 603

280 104

341 652

279 849

39 951

255

 

 

(23 825)

 

 

17 181

22 542

(23 825)

(5 361)

7 811

6 936

2 126

946

1 254

5 685

4 736

Total comprehensive income for the year

365 589

304 221

Attributable to:
Owners of the Company

325 638

303 966

Non-controlling interests

39 951

255

* Earnings before interest, taxation, depreciation and amortisation.

 

Reconciliation of  HEADLINE EARNINGS and CORE EARNINGS

Full year

Full year

30 Jun

30 Jun

2016

2015

Reviewed

Audited

R’000

R’000

Net profit for the period attributable to ordinary shareholders

341 652

279 849

Impairment of goodwill

5 592

Fair value adjustment on acquisition of former associate net of taxation

13 700

Fair value adjustment on acquisition of former associate

17 654

Less: Taxation thereon

(3 954)

Profit on sale of property, plant and equipment net of taxation

(1 492)

(270)

Profit on sale of property, plant and equipment

(2 072)

(375)

Less: Taxation thereon

580

105

Profit on sale of former subsidiary net of taxation

(27 565)

Profit on sale of former subsidiary

(42 968)

Less: Taxation thereon

15 403

Headline earnings

326 295

285 171

Amortisation of Intangibles net of taxation

12 052

Amortisation of intangibles

16 739

Tax thereon

(4 687)

Core earnings

338 347

285 171

Total number of shares in issue (‘000)
– Total issued less treasury shares

171 226

155 922

– Weighted average

164 992

155 922

FINANCIAL REVIEW

Full year

Full year

30 Jun

30 Jun

2016

2015

Reviewed

Audited

Performance per share (cents)
Basic and diluted earnings per share

207.1

179.5

Headline and diluted headline earnings per share *

197.8

182.9

Core and diluted core earnings per share *

205.1

182.9

Dividend cover

Returns (%)
Gross profit

15.2

14.0

Operating expenses

(9.0)

(8.2)

EBITDA **

6.2

5.8

Operating profit before Interest and taxation

5.6

5.3

Effective tax rate ***

29.2

27.8

Net profit

3.5

3.5

Return on equity

18.8

20.2

The Company has no dilutionary instruments in issue.

** Earnings before interest, taxation, depreciation and amortisation.

*** Based on profit before tax excluding share of equity accounted associate income.

 

Condensed  SEGMENTAL ANALYSIS

Full year

Full year

30 Jun

30 Jun

2016

2015

Reviewed

Audited

R’000

R’000

Revenue
ICT Distribution

9 408 761

7 769 806

Services and Solutions

1 608 180

184 491

Financial Services

148 840

120 157

Less: Intra-segmental revenue

(196 649)

(86 818)

10 969 132

7 987 636

Reconciliation between EBITDA** and profit before tax
EBITDA **
ICT Distribution

384 652

347 501

Services and Solutions

152 710

11 669

Financial Services

100 664

85 453

Group Central Services

41 136

19 344

Total EBITDA **

679 162

463 967

Depreciation and amortisation

(63 284)

(31 509)

Impairment of goodwill

(5 592)

Net finance costs

(108 694)

(91 445)

Share of equity accounted associate income

22 702

37 915

Profit before taxation

529 886

373 336

Net operating assets
ICT Distribution

1 100 741

1 091 576

Services and Solutions

746 497

39 533

Financial Services

151 203

111 958

Group Central Services

411 076

302 054

2 409 517

1 545 121

** Earnings before interest, taxation, depreciation and amortisation.

Condensed ANALYSIS OF GOODWILL

Full year

Full year

30 Jun

30 Jun

2016

2015

Reviewed

Audited

R’000

R’000

Opening balance

108 166

116 517

Business combination acquisitions

239 680

Goodwill re-allocated to assets held-for-sale

(2 759)

Impairments

(5 592)

Closing balance

347 846

108 166

Business combination acquisitions
Datacentrix

190 465

Solareff

45 222

Intdev

3 993

239 680

Impairments
E-Secure

(3 597)

DSP

(1 995)

(5 592)

 

Condensed Consolidated  STATEMENT OF FINANCIAL POSITION

30 Jun

30 Jun

2016

2015

Reviewed

Audited

R’000

R’000

AssETs

Non-current assets

Property, plant and equipment Intangible assets and goodwill Investment in associate Finance lease receivables Deferred taxation

Current assets Inventories on hand Inventories in transit

Assets held-for-sale

Short-term loans

Trade and other receivables Finance lease receivables Taxation receivable

Cash and cash equivalents

1 100 391

850 660

120 011

67 315

506 663

129 824

314 678

408 020

311 108

65 697

27 735

3 912 260

2 716 198

832 538

781 900

125 187

144 455

208 613

21 217

2 524 373

1 375 275

178 663

146 452

10 006

2 161

241 493

36 125

Total assets

5 012 651

3 566 858

EQUITY AND LIABILITIEs
Capital and reserves

2 409 517

1 545 121

Share capital and premium

193 646

1 680

Treasury shares

(72 856)

(72 856)

Non-distributable reserves

36 107

57 806

Cash flow hedge reserve

(1 722)

(7 407)

Accumulated profits

1 931 000

1 565 523

Non-controlling interests

323 342

375

Non-current liabilities

432 612

20 831

Interest-bearing liabilities

353 416

437

Derivative financial liability

3 444

Deferred revenue

29 213

Deferred taxation

46 539

20 394

Current liabilities

2 170 522

2 000 906

Trade and other payables

2 026 899

1 193 012

Interest-bearing liabilities

154

486 388

Derivative financial liability

16 154

21 958

Short-term loans

151 078

Deferred revenue

96 111

5 261

Taxation payable

12 619

7 736

Bank overdrafts

18 585

109 390

Liabilities associated with assets classified as held-for-sale

26 083

Total equity and liabilities

5 012 651

3 566 858

Capital management
Net asset value per share (cents)

1 218.4

990.7

Net tangible asset value per share (cents)

922.5

907.5

Working capital management
Investment in working capital (R’000)

1 359 088

1 103 357

Days inventory outstanding (excluding in transit)

22.9

31.1

Days sales outstanding

52.3

50.7

Days purchases outstanding

47.7

47.0

Liquidity and solvency
Debt to equity (%)

18.8

49.8

Current ratio (excluding stock in transit)

1.85

1.39

Acid test (excluding stock in transit)

1.44

0.96

 

Condensed Consolidated STATEMENT OF CASH FLOWS

Full year

Full year

30 Jun

30 Jun

2016

2015

Reviewed

Audited

R’000

R’000

Profit before taxation

529 886

373 337

Adjusted for:
Finance income received

(17 617)

(7 767)

Finance expenses paid

126 311

99 212

Non-cash flow items

19 137

15 680

Changes in working capital

90 178

28 280

Cash generated by operating activities

747 895

508 742

Net finance costs

(108 694)

(91 445)

Finance income received

17 617

7 767

Finance expenses paid

(126 311)

(99 212)

Taxation paid

(180 411)

(88 822)

Dividends received from equity accounted investment

8 170

12 026

466 960

340 501

Cash flows from investing activities
Property, plant and equipment acquired

(18 222)

(44 871)

Proceeds on disposals of property, plant and equipment

1 306

6 787

Proceeds on disposals of assets classified as held-for-sale

226 116

Assets classified as held-for-sale acquired

(617)

Acquisition of intangible assets

(9 870)

(10 529)

Purchase consideration paid on business combinations

(56 521)

Net investment in finance leases receivable

(118 973)

(93 455)

Additional costs incurred on equity accounted investment

(3 678)

(4 645)

19 541

(146 713)

Cash flows from financing activities
Interest-bearing liabilities raised

350 050

444

Interest-bearing liabilities repaid

(655 439)

(17 995)

Decrease in short-term loans

25 292

7 578

(280 097)

(9 973)

Increase in net cash, cash equivalents and overdrafts

206 404

183 813

Net cash acquired from business combinations

89 769

Net cash movements related to assets classified as held-for-sale

(5 102)

Net overdraft at beginning of year

(73 265)

(251 976)

Net cash, cash equivalents/(overdraft) at end of year

222 908

(73 265)

 

Condensed Consolidated STATEMENT OF CHANGES IN EQUITY

Full year

Full year

30 Jun

30 Jun

2016

2015

Reviewed

Audited

R’000

R’000

Opening balance

1 545 121

1 234 842

Shares issued

191 966

Profit for the period

381 603

280 104

Other comprehensive income

2 126

18 127

Cash flow hedge reserve

5 685

4 736

Acquisitions/(disposals) of non-controlling interest

283 016

(2 286)

Equity-based compensation reserve

9 598

Closing balance

2 409 517

1 545 121

Attributable to:
Owners of the Company

2 086 175

1 544 746

Non-controlling interests

323 342

375

 

 

1.  DATACENTRIX HOLDINGS LTD

On 1 October 2015 and on 11 January 2016, the Company announced on SENS that it had acquired a further 20 000 000 and 19 791 464 Datacentrix Holdings Ltd shares respectively, resulting in Pinnacle’s shareholding in Datacentrix increasing to 108 311 512 shares, which represents 55.2% of Datacentrix’s total voting shares in issue as at 30 June 2016.

Datacentrix is a complete ICT systems integrator that provides solutions and services across the full information value chain to its customers and has been listed on the main board of the JSE since 1998.

The cumulative purchase consideration for the additional shares acquired amounted to R192.0 million, and was settled by the issue of 15303588 ordinary Pinnacle Holdings Ltd shares, being 1 Pinnacle sharef or every 2.6 Datacentrix shares held.

The primary reasons for the business combination were to allow Pinnacle increased access to the fast-growing enterprise services market, to further allow for leveraging of synergies throughout the combined Group and to allow for improved cost management.

Datacentrix has been consolidated and included in the Services and Solutions segment with effect from 1 January 2016. The transaction was accounted for in terms of IFRS 3 Business Combinations.

Recognised amounts of identifiable net assets

At 31 December

2015

R’000

Property, plant and equipment

63 451

Intangible assets

141 577

Finance lease receivables

10 150

Inventories on hand

127 089

Trade and other receivables

535 681

Cash and cash equivalents

87 468

Total assets

965 416

Trade and other payables

(259 446)

Deferred revenue

(88 739)

Loan payable

(13 560)

Current tax liabilities

(9 854)

Deferred taxation

(2 249)

Total liabilities

(373 848)

Identifiable net assets

591 568

Non-controlling interest

(275 497)

Acquirer’s interest

316 071

Purchase consideration

506 536

Goodwill on acquisition

190 465

Cash flow information
Cash and cash equivalents acquired

87 468

Acquisition date fair value
Acquisition date fair value of equity interest in acquiree prior to acquisition date

425 497

Fair value adjustment on acquisition of former associate

(17 654)

Since the acquisition date, Datacentrix has contributed R1.5 billion to Group revenue and R102.8 million to Group profit before tax.


2. S
OLAREFF (PTY)LTD

On 7 December 2015, Pinnacle announced on SENS its intention to acquire 51% of the total voting shares in issue of Solareff (Pty) Ltd (“Solareff”). All conditions precedent were met on 27 January 2016 and the effective date of the acquisition was 1 February 2016.

Solareff is a fast-growing solar photovoltaic specialist with more than a decade’s experience in renewable energy projects. As one of the top three solar photo voltaic specialist companies in Southern Africa, it is recognised as a market leader in its field.

The purchase consideration payable by Pinnacle in terms of the acquisition was an initial amount of R54.8million, which may be increased by a maximum of R145.2 million based on the 2017 financial performance of Solareff.

80% of the initial amount was paid in cash on 1 February 2016 and the remainder thereof on 9 May 2016. The balance of the purchase consideration will be payable on the fifth business day after finalisation of the 2017 audited financial statements.

The Board of Pinnacle has decided that it is strategic for the Group to enter the renewable energy space.

With Pinnacle’s vast footprint in Southern Africa, as well as a reputation for quality solutions, it is ideally placed to assist Solareff in expanding its business further across the region. Pinnacle will also integrate the solar photo voltaic product into its existing product range and aim to become the market-leading distributor of the products.

Solareff has been consolidated and included in the Services and Solutions segment with effect from 1 February 2016. The transaction was accounted for in terms of IFRS 3 Business Combinations.

Recognised amounts of identifiable net assets

At 31 January

2016

R’000

Property, plant and equipment

506

Intangible assets

15 487

Loans receivable

4 075

Work in progress

9 389

Trade and other receivables

3 814

Cash and cash equivalents

1 957

Total assets

35 228

Trade and other payables

(7 813)

Deferred revenue

(2 270)

Current tax liabilities

(2 007)

Deferred taxation

(4 336)

Total liabilities

(16 426)

Identifiable net assets

18 802

Non-controlling interest

(9 213)

Acquirer’s interest

9 589

Purchase consideration

54 811

Goodwill on acquisition

45 222

Cash flow information
Cash and cash equivalents acquired

1 957

Since the acquisition date, Solareff has contributed R104.8 million to Group revenue and R17.9 million to Group profit before tax.

 

3. INTDEv INTERNET TECHNOLOGIES (PTY)LTD

Pinnacle acquired 60% of the issued ordinary share capital of Intdev Internet Technologies (Pty) Ltd (“Intdev”), effective 1 March 2016 . The transaction was entered into to further increase the Group’s Services and Solutions segment.

Intdev is an award-winning South African IT company with a countrywide presence that has been offering complete and customised IT and Internet Solutions since 2003.

The total purchase consideration of R1.7 million was paid in cash on 22 April 2016.

Intdev has been consolidated and included in the Services and Solutions segment with effect from 1 March 2016. The transaction was accounted for in terms of IFRS 3 Business Combinations.

Recognised amounts of identifiable net assets

At 28 February

2016

R’000

Property, plant and equipment

1 191

Intangible assets

2 069

Deferred taxation

1 097

Inventories

209

Trade and other receivables

2 628

Cash and cash equivalents

344

Total assets

7 538

Interest-bearing liabilities

(2 752)

Trade and other payables

(3 846)

Loans payable

(4 744)

Total liabilities

(11 342)

Identifiable net assets

(3 804)

Non-controlling interest

1 521

Acquirer’s interest

(2 283)

Purchase consideration

1 710

Goodwill on acquisition

3 993

Cash flow information
Cash and cash equivalents acquired

344

Since the acquisition date, Intdev has contributed R9.7 million to Group revenue and R0.7 million to Group profit before tax.

If all of the above acquisitions had occurred on 1 July 2015,Group revenue would have amounted to R12.3 billion and Group profit before tax would have amounted to R565.3 million.

Fair value measurements of financial assets and liabilities are analysed as follows:

Level 1 – fair value is determined from quoted prices (unadjusted) in active markets for identical assets or liabilities.

Level 2 – fair value is determined through the use of valuation techniques based on observable inputs, either directly or indirectly.

Level 3 – fair value is determined through the unobservable  inputs for the asset or liability.

 

In estimating the fair value of an asset or liability, the Group uses market-observable data to the extent that it is available. The Group uses valuation models to value the financial instruments using market inputs. Where appropriate, the Group engages third party qualified valuers to perform the valuation. The Chief Financial Officer reviews the inputs and outcome of the valuation for reasonableness.

The carrying amount for the financial assets and financial liabilities approximates fair value.

 

 

 

 

 

 

Level

Full year 30 Jun

2016

Reviewed

R’000

Full year 30 Jun

2015

Audited R’000

Financial assets
Trade and other receivables

2 491 507

1 334 044

Share purchase scheme loans

21 217

Finance lease receivables

586 683

457 560

Cash and cash equivalents

241 493

36 125

Financial liabilities
Interest-bearing liabilities

353 570

486 825

Derivative financial liabilities – stated at fair value

2

19 598

21 958

Trade and other payables

1 817 480

1 107 795

All amounts above are stated at amortised cost, except as indicated.

 

COMMENTARY

 

GROUP FINANCIAL PERFORMANCE

The Board is pleased to announce the reviewed financial results for the year ended 30 June 2016.

 

During the year, the Group has successfully concluded four projects that will have a significant impact on the nature and structure of the Group’s business in the future.

1.               Datacentrix Holdings Limited (“Datacentrix”)

As announced on SENS on 11 January 2016, the Offer that Pinnacle had made to Datacentrix shareholders resulted in Pinnacle increasing its shareholding in Datacentrix to its current 55.2%. Consequently, Datacentrix results have been consolidated with effect from January 2016 and this contributes substantially to the growth in revenue for the Group. In addition, their inclusion results in a significant increase in the income generated in the Service and Solutions segment. The issue of shares was moderately dilutive in earnings, but this is considered acceptable as a cost of control.

2.               Assets classified as held-for-sale

Assets classified as held-for-sale in the statement of financial position as at June 2015 were all realised in the first half of the financial year and the cash generated from these disposals was utilised to repay debt. In total,R655.4 million of debt was repaid during the period with R350.1 million being raised. The cash on hand at the end of June 2016 was R241.5 million (2015:R36.1 million) and bank overdrafts reduced to R18.6 million (2015: R109.4  million).This shows the focus that the Group has put on managing its statement of financial position and cash generation which materially improved its gearing. The Group wishes to utilise the cash generation capacity of its operations for acquisitive growth.

3.               Centrafin securitisation

As announced on SENS on 3 May 2016, Pinnacle repaid the R315 million on its Domestic Medium-Term Note Programme. This funding was replaced by a more appropriate and flexible long-term funding from Nedbank involving the securitisation of a significant portion of the Centrafin finance lease book. The facility has been set at R350 million with a view to increasing to R500 million, depending on the growth of the book. This facility effectively secures the requisite funding for Centrafin to grow and the securitisation structure provides a vehicle for funding for the foreseeable future.

4.               Broad-Based Black Economic Empowerment Transaction

As announced on SENS on 2 August 2016, Pinnacle has concluded a B-BBEE transaction whereby the Group undertook a complete restructure of its corporate holdings so that certain South African entities are now held through a subsidiary, DCT Holdings (Pty) Ltd. The South African entities will thus have B-BBEE ownership.

FINANCIAL  RESULTS

The Group had an eventful but satisfactory financial year. Earnings per share increased by 15.4% to 207.1 cents (2015: 179.5 cents) and core earnings per share increased by 12.1% to 205.1 cents (2015:182.9 cents). The core earnings per share is a non-IFRS measure, which the directors believe is a meaningful additional measure of evaluating the performance of the Group’s operations. It is based on the headline earnings per share (“HEPS”) measure and adjusted to exclude the amortisation charges of intangibles recognised on business combinations. Core earnings per share is reported as part of the Group’s accounting policies.

Revenue increased by 37.3% to R10.9 billion and gross profit increased 48.8% to R1.66billion. The fair value adjustment on acquisition of former associate of R17.6 million was as a result of Datacentrix moving from an investment in associate to being accounted as a subsidiary. The gain on disposal of the former subsidiary arose through the disposal of Infrasol (Pty) Ltd and its subsidiary in July 2015. Depreciation and amortisation charges have increased substantially as result of the amortisation charges processed on intangibles identified on the business combinations, principally Datacentrix. Interest paid has increased due to the effect of extending our foreign exchange payments as a result of securing increased terms from our vendors. Taxation was affected by the fair value adjustment and the gain on disposal of former subsidiary noted above although the effective tax rate excluding these items was 28.4%.

Shareholders’ equity attributable to owners of the parent now stands at R2.1 billion(2015:R1.5 billion) and the only significant debt relates to the funding of the Centrafin book which has now been ‘ring-fenced’ with a securitisation structure noted above. The proceeds of this funding was used to settle the bond of R315 million and other short-term funding during May 2016.

 

DIVISIONAL  PERFORMANCE

ICT Distribution

Management is pleased to report that the Distribution division delivered in line with expectations and increased revenue by 21.1% during the period.The continued expansion and investment in to new focus areas, such as the high-end data centre storage and server offerings, the ‘Big’ data and security practice and the infrastructure products are now delivering on their combined promise with excellent growth, replacing the revenue declines in certain of the client computing products.

Margins have decreased as a result of larger deals, tougher market conditions, the currency volatility and ensuring that slow-moving items in inventory were cleared. In addition, certain additional expenses were incurred to ensure that the division is properly structured for the future. Working capital has beenlargelywellcontrolledthroughouttheperiodandremainsaconstantmanagerialfocus.Duringtheperiod,the division has contributed R185 million in dividends to the Group, demonstrating that it is a valuable supplier of capital for the Group to utilise in its investing activities.

Services  and Solutions

This division now includes Datacentrix, Solareff (Pty) Ltd (“Solareff”) and Intdev Internet Technologies (Pty) Ltd (“Intdev”).

Datacentrix had a satisfactory six months and continues to maintain strong customer retentions. In addition, they have been successful in winning some meaningful new tenders. Infrasol, the Services division that was acquired from Pinnacle with effect July 2015, has been successful and complements the service offerings of Datacentrix.

Pinnacle acquired 51% of Solareff with effect February 2016 and it has made a solid contribution in the period. Solareff recently successfully tendered and installed the solar solution at one of the largest shopping malls in South Africa and is now one of the largest installers of imbedded solar photovoltaic generation in the country. We remain optimistic about the possibilities that this young energetic team can deliver within this segment in the future.

Intdev was acquired in March 2016 and broadens our exposure in the telecommunications services arena and has greatly enhanced the development of our Group cloud offerings.

Financial services

Centrafin grew revenue by 23.9% and EBITDA grew by 17.8%. It should be noted that certain additional expenses were incurred in implementing the securitisation of the majority of its book at the beginning of May 2016. Centrafin continues to grow its book in a controlled manner (now at R607 million from R487 million a year ago). The management of the book remains of the highest order with delinquent debtors remaining well below industry norms. This can be attributed to the application of strict credit control policies, the specific selection of assets to fund and a well experienced credit collection team.

LEGAL

As communicated in a SENS announcement issued by the Datacentrix Board on 14 April 2016 and by Pinnacle on the same date, Datacentrix Proprietary Limited (“Datacentrix (Pty) Ltd”), a wholly-owned subsidiary of Datacentrix, has been cited in an application in the High Court of South Africa seeking to review and set aside a bid awarded to Datacentrix (Pty) Ltd in January 2015. Datacentrix (Pty) Ltd and the Department of Justice and Constitutional Development(“DOJ”)are opposing the matter. Subsequently, a hearing has been scheduled for 15 September 2016 to decide on a further application for an urgent interim interdict to prevent the DOJ from further executing the contract related to the awarded bid pending the outcome of the first application. Both DOJ and Datacentrix (Pty) Ltd are opposing this application as well.

CHANGE OF NAME

The traditional main business of Pinnacle is that of the manufacture and distribution of information communication technology (“ICT”) hardware and software. The Group’s current strategy is to continue its well established track record of consistent growth by expanding its product range and footprint beyondthenarrowerconfinesoftheICTdistributionsectorandfurtherbeyondthebordersofSouthAfrica.TheGrouphasmadeacquisitionsinICTServices andSolarTechnologySolutionsandhasanestablishedfinancebusiness.IthasaugmenteditsstrategicdirectionwithamajorityinvestmentintoDatacentrix, a large value added services and managed services provider. In order to distinguish the listed entity from some of its subsidiaries that bear the name “Pinnacle”and given that the Group is expanding beyond its pure ICT distribution roots, it believes that it is time to change its name to a name that identifies with its new strategy of being an international holding company that operates in a number of technology sectors across the globe. Details of the name change will be provided in the Annual General Meeting(“AGM”)notice to be issued at the end of September 2016.

 

 

CHANGE IN DIRECTORATE

Mr AJ Fourie assumed the role of Non-Executive Chairman on 1 July 2016, taking over from Mr A Tugendhaft who will now serve as Deputy Chairman. Mr E van der Merwe stepped down from the Board on 30 June 2016 to focus on the Group’s international and local expansion programme in an executive capacity.

Following the above changes, the Board will comprise of AJ Fourie (Non-Executive Chairman), A Tugendhaft (Deputy Chairman), P Spies (Chief Executive Officer), RD Lyon (Chief Financial Officer), BL Sibiya (Lead Independent Director), N Medupe (Independent Non-Executive Director) and SH Chaba (Independent Non-Executive Director).

 

SUBSEQUENT EVENTS

B-BBEE Transaction

Subsequent to the year-end, Pinnacle concluded a Broad-Based Black Economic Empowerment transaction. Prior to the conclusion of the transaction, Pinnacle restructured the Group resulting in most of its South African operating assets being consolidated under DCT Holdings (Pty)Ltd, a Pinnacle Group company. The B-BBEE transaction addresses the ownership element of Pinnacle’s Transformation Plan.

Share buy-back

At the last AGM held on 3 December 2015, shareholders gave the Board a general approval in terms of section 46 and 48 of the Companies Act, by way of special resolution, to acquire shares of the Company. In June 2016, the Board exercised this authority and mandated a buy-back of issued ordinary shares of the Company, to a maximum of 5000000 shares. Since the mandate, 2981176 ordinarys hares have been bought back totalling 1.7% of the total issued share capital (excluding treasury shares).

No other events material to the understanding of this report occurred in the period between the financial period-end date and the date of issue of this report.

DIVIDENDS

The Company’s policy had been to declare a dividend of 20% of HEPS (and since the introduction of dividend tax, a gross dividend of 20% of HEPS before deducting dividend tax).This policy was suspended in the last two years in order to reduce gearing to more acceptable levels. After careful consideration, the Board has decided to lift its suspension of this policy and to amend its proposed distribution to 10% of HEPS in line with that of a company that wishes to apply its funds in growing the business. To this end, the Board has declared a final dividend of 20 cents (2015: Nil) per ordinary share for the financial year ended 30 June 2016.

The salient dates applicable to the final dividend are as follows:

Last day of trade“cum”dividend

Tuesday,  15 November 2016

First day to trade“ex”dividend

Wednesday, 16 November 2016

Record date      Friday, 18 November 2016

Payment date                                                                                                                                                                                      Monday, 21 November 2016

 

No share certificates may be dematerialised or rematerialised between Wednesday, 16 November 2016 and Friday, 18 November 2016, both days inclusive.

 

Dividends are to be paid out of distributable reserves. Dividend tax(DT) of 15% will be with held in terms of the Income Tax Act for those shareholders who are not exempt from DT.

 

In accordance with paragraphs 11.17(1)(i) and (x) and 11.17(c) of the JSE Listings Requirements, the following additional information is disclosed:

  • The gross local dividend amount is 20.00 cents per ordinary share for shareholders exempt from DT;
  • The net local dividend amount is 17.00 cents per ordinary share for shareholders liable to pay DT;
    • Pinnacle Holdings Limited has 183 296 037 ordinary shares in issue (which includes 12 069 974 treasury shares);and
    • Pinnacle Holdings Limited’s income tax reference number is 9675/146/71/7.

Where applicable, payment in respect of certificated shareholders will be transferred electronically to shareholders’ bank accounts on the payment date. In the absence of specific mandates, payment cheques will be posted to certificated shareholders at their risk on the payment date. Shareholders who have dematerialised their shares will have their accounts at their Central Securities Depository Participant or broker credited on the payment date.

PROSPECTS

The overall economy faces challenging times ahead, with the consumer becoming more financially constrained than ever before and the manufacturing and resources sector under pressure due to low commodity prices. Nonetheless, the IT sector has demonstrated its resilient nature due to the increasing importance technology plays in modern day life, and it is envisaged that it will continue to remain so.

After a year of strategic alignment, during which alot of work was performed to contribute to the sustainable financial well-being of the Group, the Group is keen to rigorously pursue commercial opportunities to take advantage of its efficient infrastructure and broad offerings in the distribution and services cluster.

With a rejuvenated statement of financial position in place, the Group is keen to expand its offering through acquisition opportunities of suitable international and local targets.

 

STATEMENT  OF  COMPLIANCE, BASIS OF  PREPARATION  AND  ACCOUNTING POLICIES

The reviewed condensed consolidated financial statements for the year ended 30 June 2016 have been prepared in accordance with the Group’s accounting policies under the supervision of the Chief Financial Officer, RD Lyon CA, and complies with IAS 34: Interim Financial Reporting, the framework concepts and the measurement and recognition requirements of International Financial Reporting Standards(“IFRS”), SAICA financial reporting guides as issued by the Accounting Practices Committee and Financial Reporting Pronouncements as issued by the Financial Reporting Standards Council, the Listings Requirements of the JSE Limited and the requirements of the Companies Act of South Africa (Act 71 of 2008), as amended. All new standards and interpretations that came into effect during the year were assessed and adopted with no material impact to the reviewed condensed consolidated financial statements. The accounting policies, inclusive of reasonable judgements and assessments, applied in the reviewed condensed consolidated financial statements, are consistent with those applied in the preparation of the audited consolidated annual financial statements for the year ended 30 June 2015. The accounting policies applied are consistent to the accounting policies applied in the consolidated annual financial statements for the Group and comply with IFRS.

The Board of Directors of Pinnacle Holdings Limited (“the Board”) takes full responsibility for the preparation of this preliminary report and that the financial information has been correctly extracted from the reviewed underlying consolidated annual financial statements.

The reviewed condensed consolidated financial statements comprise the condensed Statement of Financial Position at 30 June 2016 and the condensed Statements of Comprehensive Income, Changes in Equity and Cash Flows for the year then ended.

The reviewed condensed consolidated financial statements of the Group are prepared as a going concern on a historical basis except for certain financial instruments, which are stated at fair value as applicable.

Core earnings per share is a non-IFRS measure and is based on headline earnings per share (“HEPS”) adjusted to exclude amortisation charges of intangibles recognised on business combinations.

REVIEW

The condensed consolidated financial statements and this SENS announcement have been reviewed by the Group’s auditors, SizweNtsalubaGobodo Incorporated. The review has been conducted in terms of International Standards on Review Engagements. A copy of the unmodified review report is available for inspection at the Company’s registered office. This auditor’s review report does not necessarily report on all the information contained in this announcement. Shareholders are therefore advised that in order to obtain a full understanding of the nature of the auditor’s engagement, they should obtain a copy of this auditor’s review report together with the accompanying financial information from the Company’s registered office. Any reference to future financial performance included in this announcement has not been reviewed nor reported on by the Group’s auditors.

 

 

 

For and on behalf of the Board

AJ Fourie                                P Spies

Chairperson                            Chief Executive Officer

Midrand

6 September 2016

PINNACLE HOLDINGS LIMITED

Directors:

AJ Fourie* (Chairperson), A Tugendhaft* (Deputy Chairperson),

P Spies (Joint Chief Executive Officer), RD Lyon CA (Chief

Financial Officer), SH Chaba*^, N Medupe *^, B Sibiya *^

* Non-executive       ^ Independent non-executive

REGISTERED OFFICE:

The Summit, 269, 16th Road, Randjespark, Midrand, 1685

PREPARER OF RESULTS: RD Lyon CA

COMPANY SECRETARY: SL Grobler, CA (SA)

TRANSFER SECRETARIES:

Computershare Investor Services (Pty) Ltd, Ground Floor, 70

Marshall Street, Johannesburg, 2001

AUDITORS:

SizweNtsalubaGobodo Inc., Registered Auditors, Summit Place

Office Park, Building 4, Garsfontein Road 221, Menlyn, 0081

SPONSOR:

Deloitte & Touche Sponsor Services (Pty) Ltd, Building 8,

Deloitte Place, The Woodlands, 20 Woodlands Drive, Woodmead, 2196

By | 2016-09-06T13:41:51+00:00 September 6th, 2016|Comments Off on Pinnacle Year End Results 30 June 2016

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