UNAUDITED CONDENSED CONSOLIDATED INTERIM RESULTS

Transcription

1 UNAUDITED CONDENSED CONSOLIDATED INTERIM RESULTS FOR THE SIX MONTHS ENDED 31 DECEMBER 2014

2 RESULTS HIGHLIGHTS REVENUE 257% to R562.4m EBITDA 276% to R87.2m HEPS 118% to 14.4 cents DPS 3.5 cents 01

3 UNAUDITED INTERIM CONDENSED RESULTS FOR THE SIX MONTHS ENDED 31 DECEMBER 2014 TORRE INDUSTRIES LIMITED Incorporated in the Republic of South Africa (Registration number 2012/144604/06) Share code: TOR ISIN: ZAE ( Torre or the Group ) 02

4 CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME Unaudited 6 Unaudited 6 Audited 12 months months months ended ended ended 31 December 31 December 30 June R 000 R 000 R 000 Revenue Cost of sales ( ) (97 585) ( ) Gross profit Other income Operating expenses ( ) (41 418) ( ) Operating profit Depreciation and amortisation EBITDA Depreciation and amortisation (15 119) (3 528) (16 261) Net finance costs (6 683) (623) (2 035) Acquisition related costs (1 305) (2 647) (3 528) (Loss)/income from equity accounted investments (1 577) Profit before taxation Taxation (13 578) (5 036) (8 131) Profit after taxation Other comprehensive loss: (1 352) - (2 223) Items that may be subsequently reclassified through profit or loss: Foreign currency translation movements (782) - (2 223) Interest rate hedge fair value adjustment (570) - - Total comprehensive income for the period Profit/(loss) attributable to: Ordinary shareholders of the group Non-controlling interests (53) Total comprehensive income/(loss) attributable to: Ordinary shareholders of the group Non-controlling interests (53) Reconciliation of attributable profit to headline earnings Profit attributable to ordinary shareholders Gain from bargain purchase - (923) (5 716) Fair value gain on re-measurement of investments - - (446) Profit on sale of investment (1 125) - - Impairment (Profit)/loss on sale of property, plant and equipment (78) Gains from write-offs - (238) - Taxation (1 196) Headline earnings attributable to ordinary shareholders Weighted average number of shares in issue ( 000) Earnings per share (cents) Headline earnings per share (cents) Dividends per share (cents) (1) (1) Dividend was declared after 31 December

5 CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY Non- Controlling Total Attributable to Owners of the Company Interests Equity Non- Stated Other Merger Retained Controlling Capital Reserves (2) Reserve FCTR (1) income Interests Total R 000 R 000 R 000 R 000 R 000 R 000 R 000 Balance as at 30 June (13 698) (14) Movement in FCTR (16) - - (16) Profit for the period (53) Balance as at 31 December (16) (963) (67) Shares issued Share issue costs (12 730) (12 730) Movement in FCTR (2 207) - - (2 207) Profit for the period Balance as at 30 June (2 223) Shares issued Share based payment expense Interest rate hedge fair value adjustment - (570) (570) Profit for the period Transactions with non-controlling Interests (5 159) (423) (5 582) Movement in FCTR (782) - - (782) Balance as at 31 December (133) (3 005) (1) Foreign currency translation reserve (2) Share based payment reserve and cash flow hedge reserve 04

6 CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION Unaudited at Unaudited at 31 December 31 December Audited at June 2014 R 000 R 000 R 000 ASSETS Non-current assets Property, plant and equipment Rental assets Goodwill Intangible assets Deferred tax Other financial assets Investments in associates Current assets Inventories Trade and other receivables Other financial assets Cash and cash equivalents TOTAL ASSETS EQUITY AND LIABILITIES Total equity Non-controlling interests (67) Equity attributable to owners of the company Stated capital Reserves Non-current liabilities Interest bearing borrowings Other financial liabilities Deferred tax Deferred purchase consideration Current liabilities Interest bearing borrowings Other financial liabilities Deferred purchase consideration Taxation payable Trade and other payables Bank overdraft TOTAL EQUITY AND LIABILITIES Number of shares in issue ( 000) Net asset value per share (cents) Net tangible asset value per share (cents)

7 CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS Unaudited 6 Unaudited 6 Audited 12 months ended months ended months 31 December 31 December ended June 2014 R 000 R 000 R 000 Net cash flow from operating activities Cash generated from operations Net finance (costs)/income (5 849) 683 (2 035) Taxation paid (4 709) (3 529) (4 959) Net cash flow from investing activities (95 933) (71 156) ( ) Capital expenditure (51 488) (5 353) (34 458) (Increase)/decrease in financial assets (25 000) 786 (7 035) Decrease in financial liabilities (18 694) - - Other investing activities (751) (66 589) ( ) Net cash flow from financing activities Proceeds from shares issued Increase in interest bearing borrowings Other financing activities (1 070) (652) (57 944) Total cash movement for the period (25 085) (7 893) Net cash at the beginning of the period Effect of exchange rate movement on cash balances (521) Net cash at the end of the period

8 NOTES TO THE FINANCIAL STATEMENTS 1. ACCOUNTING POLICIES The condensed interim financial statements have been prepared in accordance with the framework concepts, the measurement and recognition requirements of International Financial Reporting Standards (IFRS), the 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 ( JSE ), the information as required by IAS 34: Interim Financial Reporting and the requirements of the South African Companies Act 71 of 2008 as amended ( Companies Act ). Disclosure reclassifications to previously reported financial information contained within the condensed interim financial statements have been made based on qualitative and quantitative materiality in order to provide more useful information to the users. The accounting policies are consistent with the annual financial statements for the year ended 30 June FINANCIAL PREPARATION AND REVIEW These results have been prepared by S Mansingh CA (SA), Head of Reporting and Consolidations, which preparation was supervised by SR Midlane CA (SA), the Chief Financial Officer. These results have not been reviewed or reported on by the Group s auditors. The results were approved by the board of directors on 2 March Segments are consistent with the disclosure at 30 June 2014 and consist of Plant and Equipment, Services and Suppliers and Financial Solutions. The group reports central and unallocated financial performance under Central. Movement in segmental performance is largely due to full inclusion of acquisitions concluded in the prior period. Operating profit is the key measure of segmental performance. SEGMENT REPORT Unaudited 6 Unaudited 6 Audited 12 months ended months ended months 31 December 31 December ended June 2014 R 000 R 000 R 000 Segment Revenue Plant and Equipment Services and Supplies Financial Solutions Segment Operating Profit/(Loss) Plant and Equipment Services and Supplies Financial Solutions Central (280) Segment Assets Plant and Equipment Services and Supplies Financial Solutions Central Segment Liabilities Plant and Equipment Services and Supplies Financial Solutions Central Segment Depreciation and Amortisation Plant and Equipment Services and Supplies Financial Solutions Central

9 COMMENTARY INTRODUCTION Torre Industries Limited ( Torre ) is a JSE-listed industrial group that specialises in: the value added distribution of branded capital equipment, either for rent or sale; the supply of critical parts and services to the equipment and automotive aftermarkets; and the provision of specialised financial solutions to assist customers in financing their capital programs Torre is headquartered in City Deep, Johannesburg and employs over 850 staff with a physical presence in 12 (and exposure to 20) African countries. HIGHLIGHTS Key achievements of the interim period include, inter alia: Revenue, EBITDA and HEPS growth from the prior comparable period of 257%, 276% and 118% respectively; the successful rationalisation and turnaround of Torre Automotive (formerly Control Instruments); the establishment of Kanu Equipment operations in Cote d Ivoire and Ghana; the acquisition of Elephant Lifting Equipment (Pty) Ltd which will be effective from 1 January 2015; and the declaration of a maiden interim dividend on 2 March 2015 FINANCIAL REVIEW The Group delivered positive results in difficult markets with challenges including ongoing labour unrest in South Africa, weak commodity prices, a volatile and depreciating Rand and the Ebola epidemic in West Africa. The full period inclusion of the acquisitions made by the Group during the past 18 months underpinned performance. REVENUE Group revenue grew by R405 million to R562 million when compared to the same period in the prior year, and by R129 million when compared to the 2014 financial year. Strong performances from Torre Automotive and SA French were partially offset by more challenging markets for Manhand and Tractor and Grader Supplies ( TGS ). Kanu Equipment traded in line with expectations. OPERATING PROFIT Operating profit grew by R52 million to R72 million when compared to the same period in the prior year, and by R31 million when compared to the full 2014 financial year. In addition, other income of R16 million was recognised, mainly as a result of a once off adjustment to the TGS deferred purchase consideration liability. Net profit for the period increased from R12.7 million to R49 million, with an increase in headline earnings per share from 6.6 cents to 14.4 cents. CASH AND DEBT During the period under review the Group s cash generated from operating activities increased to R48 million for the six month period mainly as a result of improvement in working capital, R29 million up from 12 month period ending 30 June The Group ended the period with a net cash balance of R32.4 million compared to R57 million as at 30 June 2014, and net debt (interest bearing borrowings less net cash and cash equivalents) of R100.7 million, representing a net debt-to-equity ratio of 17%, compared to 14% as at 30 June The Group achieved an interest cover ratio of 9.0x for the period, comprising finance costs of R9.7m and finance income of R3m. GOODWILL During the period under review Goodwill increased by R47 million from 30 June 2014, mainly as a result of the acquisition of Minosucra SARL, DR Forklifts, and IFRS 3 measurement period adjustments relating to the acquisition of Control Instruments Group Limited. 08

10 REVIEW OF OPERATIONS PLANT AND EQUIPMENT SA French Higher levels of tower crane sales and full utilisation of the rental fleet has allowed SA French to deliver a strong performance in the first half of this financial period. The prospects for the remainder of the year are positive. Manhand The combination of Manhand with Forktech and DR Forklifts is complete and the enlarged entity has an attractive market position with a comprehensive, price competitive product range as well as an extensive offering of aftermarket parts and servicing capabilities for all machine types. Financial performance in the first half was subdued. However this is expected to improve in the second half as a result of increased investment and the appointment of a new managing director with effect from 1 February Kanu Equipment The Ebola outbreak and the collapse in the iron ore and oil prices contributed to an extremely challenging environment in West Africa. Despite this Kanu Equipment performed satisfactorily in the first half and is expected to improve further in the second half as the new territories are bedded down and the business environment returns to normal. SERVICES AND SUPPLIES Tractor and Grader Supplies (TGS) TGS had a difficult first half as a result of the NUMSA strikes and the slowdown in the mining sector. Initiatives to streamline the cost base and optimise inventory management are underway and an improved second half is expected from this business unit. Torre Automotive Torre Automotive performed strongly in the first half as a result of the rationalisation of the cost base and enhanced efficiencies in manufacturing and distribution. The new management team is performing admirably and results in the second half are expected to be maintained. FINANCIAL SOLUTIONS Torre Capital Torre Capital commenced operations in August 2014 with an initial focus on providing rentals and finance leases to Manhand customers. At present the book is internally funded by the Group. 09

11 REVIEW OF OPERATIONS FINANCIAL ASSISTANCE Notice is hereby given in terms of section 45 (5) (a) of the Companies Act that the Board of the Company at a meeting held on 2 March 2015, authorised and ratified the Company to provide financial assistance to its subsidiary companies in terms of section 45 of the Companies Act, pursuant to the authority granted to the Board by shareholders on 10 December The approved financial assistance included guarantees on behalf of Group companies and general facilities and loans to Group companies already provided totaling R357 million. Further approval was authorised to provide financial assistance in a maximum aggregate amount of R46 million, on terms and conditions approved by the Board, as determined by any executive director of the Company from time to time under delegated authority, until the Board meeting scheduled for June PROSPECTS The external environment remains challenging in South Africa and in the other parts of the continent where the Group is operating. The Group does not foresee any significant improvement in the trading environment in the short-term. However the stabilization of the SA environment and further development in the Group s African business units should contribute to organic growth in earnings going forward. In addition Torre will continue to focus on cost controls, acquisitions and further optimisation of our capital structure to enhance margins and profitability. Any forward-looking statements in this announcement have not been reviewed nor audited by the Company s Auditors. SUBSEQUENT EVENTS Events that have occurred in the period between 31 December 2014 and the date of this report include: the completion of the R180m acquisition of 100% of Elephant Lifting Equipment (Pty) Ltd on 1 January 2015; and the announcement on 16 February 2015 of the intended acquisition of 100% of Set Point Group (Pty) Ltd for R370m as well as a private placement of Torre shares to BEE investors to raise R350m such that the BEE shareholding of the Group will increase to 26% DIVIDENDS The Board has instituted a policy of having dividends covered 4 times by headline earnings going forward. Accordingly notice is hereby given that the Board declared a maiden cash dividend of 3.5 cents per share (2.975 cents net of dividend withholding tax) for the interim period ended 31 December 2014 ( Interim Dividend ). The commencement of dividend payments is an indication of the confidence that the Board has in the long term ability of the Group to sustain earnings and free cash flow. The Interim Dividend will be payable to shareholders recorded in the register of the company at the close of business on the record date appearing below. This dividend has been declared from income reserves of the company. The number of ordinary shares in issue at the date of this declaration is The company has no Secondary Tax on Companies credits to be utilised resulting in a net dividend of 2,975 cents per share for those shareholders who are not exempt from dividend withholding tax (at a rate of 15%). The salient dates applicable to the Interim Dividend are as follows: Finalisation announcement date: Tuesday, 3 March 2015 Last date to trade cum dividend: Friday, 20 March 2015 Shares commence trading ex dividend: Monday, 23 March 2015 Record date: Friday, 27 March 2015 Payment Date: Monday, 30 March 2015 Rematerialised/Dematerialised dates: Monday, 23 March 2015 to Friday, 27 March 2015 No share certificates may be dematerialised or rematerialised between Monday, 23 March 2015 and Friday, 27 March 2015 both days inclusive. Dividend cheques will be posted and electronic payments made, where applicable, to certificated shareholders on the payment date. Dematerialised shareholders will have their accounts with their Central Securities Depository Participant or broker credited on the payment date. The company`s income tax reference number is

12 DIRECTORATE There were no changes to the board of directors during the period under review. APPRECIATION We are grateful for the support provided to the Group by our employees, customers, suppliers, shareholders and banking partners. Collectively we have continued to make progress towards achieving our strategic goals for Torre and as a result have been able to move into 2015 with strong momentum. Our challenge now is to continue to refresh our strategy, apply ourselves consistently and build on what has been achieved to date. On behalf of the Board CE Pettit Chief Executive Officer SR Midlane Chief Financial Officer 3 March 2015 Directors PJ van Zyl (Chairman)*, CE Pettit (Chief Executive Officer), SR Midlane (Chief Financial Officer), JWLM Fizelle^, CWJ Lyons#, CS Seabrooke#, MM Ngoasheng# * Non-executive ^ Lead independent non-executive # Independent non-executive Company Secretary Sean Graham Registered Office 59 Merino Avenue, City Deep, Johannesburg, 2197, South Africa Sponsor and Corporate Finance Adviser AfrAsia Corporate Finance (Pty) Ltd Transfer secretaries Link Market Services South Africa (Pty) Ltd 11

13 A: 59 Merino Avenue, City Deep, Johannesburg, 2197 PA: PO Box 86222, City Deep, South Africa, 2049 T: F: W: