AEL: ALLIED ELECTRONICS CORPORATION LIMITED - 2017 Unaudited Consolidated Interim Results for the six months ended 31 August 2017
25 October, 2017
AEL: ALLIED ELECTRONICS CORPORATION LIMITED - 2017 Unaudited Consolidated Interim Results for the six months ended 31 August 2017 2017 Unaudited Consolidated Interim Results for the six months ended 31 August 2017 ALLIED ELECTRONICS CORPORATION LIMITED (Incorporated in the Republic of South Africa) (Registration number 1947/024583/06) Share code: AEL ISIN: ZAE000191342 2017 UNAUDITED CONSOLIDATED INTERIM RESULTS FOR THE SIX MONTHS ENDED 31 AUGUST 2017 CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME Six months Six months Year ended ended ended % 31.08.17 31.08.16 28.02.17 R million change (Unaudited) (Unaudited) (Audited) CONTINUING OPERATIONS Revenue (10) 6 792 7 537 13 892 Earnings before interest, tax, depreciation and amortisation (EBITDA) 2 452 445 950 Depreciation and amortisation (118) (108) (222) Operating profit before capital items (1) 334 337 728 Capital items (note 1) (16) (1) 8 Result from operating activities 318 336 736 Finance income 85 111 218 Finance expense (172) (194) (441) Share of profit of equity-accounted investees, net of taxation (1) - - Profit before taxation 230 253 513 Taxation (60) (66) (98) Profit for the period from continuing operations 170 187 415 DISCONTINUED OPERATIONS Revenue 1 905 3 890 5 825 Earnings before interest, tax, depreciation and amortisation (EBITDA) (9) (65) (110) Depreciation and amortisation - - - Operating loss before capital items (9) (65) (110) Capital items (note 1) (63) (107) (496) Result from operating activities (72) (172) (606) Finance income 25 9 45 Finance expense (42) (96) (117) Share of profit of equity-accounted investees, net of taxation - 17 - Loss before taxation (89) (242) (678) Taxation (6) 18 (39) Loss for the period from discontinued operations (95) (224) (717) Profit/(loss) for the period from total operations 75 (37) (302) Other comprehensive income Items that will never be reclassified to profit or loss Remeasurement of net defined benefit asset/obligation - - 26 Items that are or may be reclassified subsequently to profit or loss Foreign currency translation differences in respect of foreign operations 5 (28) (59) Realisation of foreign currency translation reserve on disposal - (132) (154) Effective portion of changes in the fair value of cash flow hedges 5 - (7) Other comprehensive income for the period, net of taxation 10 (160) (194) Total comprehensive income for the period 85 (197) (496) Six months Six months Year ended ended ended % 31.08.17 31.08.16 28.02.17 R million change (Unaudited) (Unaudited) (Audited) Net profit/(loss) attributable to: Non-controlling interests (12) (57) (117) Non-controlling interests from continuing operations 7 5 20 Non-controlling interests from discontinued operations (19) (62) (137) Altron equity holders 87 20 (185) Altron equity holders from continuing operations 163 182 395 Altron equity holders from discontinued operations (76) (162) (580) Net profit/(loss) for the period 75 (37) (302) Total comprehensive income attributable to: Non-controlling interests (11) (56) (118) Non-controlling interests from continuing operations 7 5 20 Non-controlling interests from discontinued operations (18) (61) (138) Altron equity holders 96 (141) (378) Altron equity holders from continuing operations 178 141 341 Altron equity holders from discontinued operations (82) (282) (719) Total comprehensive income for the period 85 (197) (496) Basic earnings per share from continuing operations (cents) 44 54 117 Diluted basic earnings per share from continuing operations (cents) 44 53 116 Basic loss per share from discontinued operations (cents) (21) (48) (171) Diluted basic loss per share from discontinued operations (cents) (21) (47) (171) Basic earnings/(loss) per share from total operations (cents) 23 6 (54) Diluted basic earnings/(loss) per share from total operations (cents) 23 6 (55) CONDENSED CONSOLIDATED BALANCE SHEET 31.08.17 31.08.16 28.02.17 R million (Unaudited) (Unaudited) (Audited) ASSETS Non-current assets 3 187 2 907 2 816 Property, plant and equipment 570 591 569 Intangible assets including goodwill 1 193 1 055 1 029 Equity-accounted investments 23 5 23 Other investments 503 321 302 Rental finance advances 95 128 113 Non-current receivables and other assets 432 383 404 Defined benefit asset 162 192 178 Deferred taxation 209 232 198 Current assets 5 626 7 624 6 735 Inventories 931 899 1 046 Trade and other receivables, including derivatives 2 605 2 874 2 669 Assets classified as held-for-sale 1 013 2 399 1 644 Taxation receivable 5 3 3 Cash and cash equivalents 1 072 1 449 1 373 Total assets 8 813 10 531 9 551 EQUITY AND LIABILITIES Total equity 2 523 2 352 2 028 Equity holders of Altron 2 760 2 729 2 268 Non-controlling interests (237) (377) (240) Non-current liabilities 1 694 198 1 971 Loans 1 633 159 1 923 Provisions 4 5 5 Deferred taxation 57 34 43 Current liabilities 4 596 7 981 5 552 Loans 323 2 017 312 Bank overdraft 808 1 217 956 Trade and other payables, including derivatives 2 654 3 426 3 177 Provisions 19 7 16 Liabilities classified as held-for-sale 739 1 189 1 024 Taxation payable 53 125 67 Total equity and liabilities 8 813 10 531 9 551 Net asset value per share (cents) 744 807 669 CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY Attributable to Altron equity holders Share capital Non- and Treasury Retained controlling Total R million premium shares Reserves earnings Total interests equity Balance at 29 February 2016 (Audited) 2 735 (299) (2 320) 2 731 2 847 (111) 2 736 Total comprehensive income for the period Profit for the period - - - 20 20 (57) (37) Other comprehensive income Foreign currency translation differences in respect of foreign operations - - (29) - (29) 1 (28) Realisation of foreign currency translation reserve on disposal of subsidiaries - - (132) - (132) - (132) Transfer between reserves - - 190 (190) - - - Total other comprehensive income - - 29 (190) (161) 1 (160) Total comprehensive income for the period - - 29 (170) (141) (56) (197) Transactions with owners, recorded directly in equity Contributions by and distributions to owners Dividends to equity holders - - - - - (4) (4) Issue of share capital 7 - - - 7 - 7 Disposal of non-controlling interest - - - - - (207) (207) Share-based payment transactions - - 16 - 16 1 17 Total contributions by and distributions to owners 7 - 16 - 23 (210) (187) Total transactions with owners 7 - 16 - 23 (210) (187) Balance at 31 August 2016 (Unaudited) 2 742 (299) (2 275) 2 561 2 729 (377) 2 352 Total comprehensive income for the period Loss for the period - - - (205) (205) (60) (265) Other comprehensive income Foreign currency translation differences in respect of foreign operations - - (30) - (30) (1) (31) Remeasurement of defined benefit obligation - - 26 - 26 - 26 Realisation of foreign currency translation reserve on closure of held for sale group - - (22) - (22) - (22) Effective portion of changes in the fair value of cash flow hedges - - (6) - (6) (1) (7) Total other comprehensive income - - (32) - (32) (2) (34) Total comprehensive income for the period - - (32) (205) (237) (62) (299) CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY Attributable to Altron equity holders Share capital Non- and Treasury Retained controlling Total R million premium shares Reserves earnings Total interests equity Transactions with owners, recorded directly in equity Contributions by and distributions to owners Share-based payment transactions - - (5) - (5) - (5) Issue of share capital 5 - (12) - (7) - (7) Disposal of non-controlling interest - - - - - (1) (1) Total contributions by and distributions to owners 5 - (17) - (12) (1) (13) Changes in ownership interests in subsidiaries Buy-back of non-controlling interest - - (212) - (212) 200 (12) Total changes in ownership interests in subsidiaries - - (212) - (212) 200 (12) Total transactions with owners 5 - (229) - (224) 199 (25) Balance at 28 February 2017 (Audited) 2 747 (299) (2 536) 2 356 2 268 (240) 2 028 Total comprehensive income for the period Profit for the period - - - 87 87 (12) 75 Other comprehensive income Foreign currency translation differences in respect of foreign operations - - 5 - 5 - 5 Effective portion of changes in the fair value of cash flow hedges - - 4 - 4 1 5 Total other comprehensive income - - 9 - 9 1 10 Total comprehensive income for the period - - 9 87 96 (11) 85 Transactions with owners, recorded directly in equity Contributions by and distributions to owners Dividends to equity holders - - - - - (5) (5) Share-based payment transactions - - 13 - 13 - 13 Issue of share capital 410 - (10) - 400 - 400 Total contributions by and distributions to owners 410 - 3 - 413 (5) 408 Changes in ownership interests in subsidiaries Acquisition of subsidiary - - - - - 2 2 Buy-back of non-controlling interest - - (17) - (17) 17 - Total changes in ownership interests in subsidiaries - - (17) - (17) 19 2 Total transactions with owners 410 - (14) - 396 14 410 Balance at 31 August 2017 (unaudited) 3 157 (299) (2 541) 2 443 2 760 (237) 2 523 CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS Six months Six months Year ended ended ended 31.08.17 31.08.16 28.02.17 R million (Unaudited) (Unaudited) (Audited) Cash flows generated from/(utilised in) operating activities 15 (279) 94 Cash generated by operations 598 569 1 308 Interest received 86 113 241 Interest paid (214) (284) (557) Dividends received from equity-accounted investees and other investments 1 27 23 Changes in working capital (363) (646) (821) Taxation paid (90) (54) (96) Cash available from operating activities 18 (275) 98 Dividends paid, including to non-controlling interests (3) (4) (4) Cash flows (utilised in)/from investing activities (296) 1 773 1 580 Proceeds on the disposal of subsidiaries, associate and businesses net of cash disposed 117 2 060 2 060 Acquisition of subsidiaries, net of cash acquired (86) - - Additions to intangible assets (43) (70) (123) Additions to property, plant and equipment (99) (86) (191) Other investing activities (185) (131) (166) Cash flows from/(utilised in) financing activities 73 (1 594) (1 479) Loans repaid (335) (1 592) (3 532) Proceeds from share issue 400 - - Loans advanced - 9 2 065 Other financing activities 8 (11) (12) Net (decrease)/increase in cash and cash equivalents (208) (100) 195 Net cash and cash equivalents at the beginning of the period 329 326 326 Cash and cash equivalents at the beginning of the period 417 206 206 Cash previously classified as held-for-sale (88) 120 120 Effect of exchange rate fluctuations on cash held 20 (50) (192) Bank overdraft classified as held-for-sale 123 56 88 Net cash and cash equivalents at the end of the period 264 232 417 NOTES Six months Six months Year ended ended ended % 31.08.17 31.08.16 28.02.17 R millions Change (Unaudited) (Unaudited) (Audited) Headline earnings per share from continuing operations (cents) (13) 47 54 114 Normalised headline earnings per share from continuing operations (cents) 8 57 53 116 Headline loss per share from discontinued operations (cents) 70 (7) (23) (43) Headline earnings per share from total operations (cents) 29 40 31 71 Diluted headline earnings per share from total operations (cents) 29 40 31 71 BASIS OF PREPARATION The condensed consolidated unaudited interim financial results have been prepared in accordance with the International Financial Reporting Standard (IAS) 34 - Interim Financial Reporting, the SAICA Financial Reporting Guides as issued by the Accounting Practices Committee and Financial Pronouncements as issued by the Financial Reporting Standards Council and the requirements of the Companies Act of South Africa. The accounting policies applied in the preparation of these interim results are in terms of International Financial Reporting Standards and are consistent with those used in the annual financial statements for the year ended 28 February 2017. This report was compiled under the supervision of Mr Alex Smith CA, Chief Financial Officer. The condensed consolidated interim financial results have not been audited or reviewed by the company's auditor, KPMG Inc. Six months Six months Year ended ended ended 31.08.17 31.08.16 28.02.17 R millions (Unaudited) (Unaudited) (Audited) 1. CAPITAL ITEMS CONTINUING OPERATIONS Net profit on disposal of property, plant and equipment 1 - 1 Impairment of property, plant and equipment - (3) (3) Impairment of equity-accounted investment - - (2) Impairment of intangible assets (17) - - Reversal of impairment - - 10 Profit on disposal of subsidiary and businesses - 2 2 (16) (1) 8 DISCONTINUED OPERATIONS Impairment of intangible assets - - (16) Impairment of held-for-sale disposal groups (48) (139) (548) (Loss)/profit on disposal of discontinued operations (15) 26 22 Release of foreign currency translation surplus - - 22 Release of discontinuance provision - - 12 Net profit on disposal of property, plant and equipment - 6 12 (63) (107) (496) Total (79) (108) (488) 2 RECONCILIATION BETWEEN ATTRIBUTABLE EARNINGS AND HEADLINE EARNINGS Attributable to Altron equity holders 87 20 (185) Capital items - gross 79 108 488 Tax effect of capital items (12) - 11 Non-controlling interest in capital items (5) (23) (74) Headline earnings 149 105 240 Six months Six months Year ended ended ended 31.08.17 31.08.16 28.02.17 R millions (Unaudited) (Unaudited) (Audited) 3. RECONCILIATION BETWEEN ATTRIBUTABLE EARNINGS AND HEADLINE EARNINGS FROM CONTINUING OPERATIONS Attributable to Altron equity holders 163 182 395 Capital items - gross 16 1 (8) Tax effect of capital items (5) - - Headline earnings 174 183 387 4. RECONCILIATION BETWEEN ATTRIBUTABLE EARNINGS AND HEADLINE EARNINGS FROM DISCONTINUED OPERATIONS Attributable to Altron equity holders (76) (162) (580) Capital items - gross 63 107 496 Tax effect of capital items (7) - 11 Non-controlling interest in capital items (5) (23) (74) Headline earnings (25) (78) (147) 5. RECONCILIATION BETWEEN HEADLINE EARNINGS AND NORMALISED HEADLINE EARNINGS FROM CONTINUING OPERATIONS Normalised headline earnings from continuing operations have been presented to demonstrate the impact of material once-off costs on the headline earnings of the continuing operations. The presentation of normalised headline earnings is not an IFRS requirement. Headline earnings are reconciled to normalised headline earnings as follows: Headline earnings 174 183 387 Foreign currency losses on transaction funding 2 - - Restructuring costs 47 - - Contribution from closed businesses - (4) 6 Tax effect of adjustments (13) 1 (2) Normalised headline earnings 210 180 391 6. RECONCILIATION BETWEEN ATTRIBUTABLE EARNINGS AND DILUTED EARNINGS There were no reconciling items between attributable earnings and diluted earnings. 7. ACQUISITION OF SUBSIDIARY Acquisition of Fleet Logistics (Pty) Limited ("EZY2C") in Australia Effective 1 July 2017, Altech Netstar acquired the issued share capital of EZY2C in Australia, a provider of fleet and asset management solutions, for a maximum purchase price of A$15,9 million, of which A$8,7 million was paid upfront and the remainder is payable on the achievement of certain earn-out targets over the next two years. The acquisition contributed revenue of R15 million and a net profit after tax of R 5 million to the group. Management is still finalising the full purchase price allocation - the initial assessment is presented below. If the company was acquired on 1 March 2017, the contributed revenue would have been R37 million and the net profit after tax would have been R6 million. R million Recognised Fair value Carrying The acquired balances at the effective date were as follows: values adjustments amount Non-current assets 1 17 18 Current assets 12 - 12 Non-current liabilities - (5) (5) Current liabilities (6) - (6) Total net assets on acquisition 7 12 19 Goodwill on acquisition 142 Total consideration 161 Less: Cash and cash equivalents in subsidiary acquired (3) Less: Deferred purchase consideration (72) Net cash outflow on acquisition 86 8. DISPOSAL OF SUBSIDIARIES AND BUSINESSES Disposal of 100% interest in the Auto X (Pty) Limited group (Powertech Battery Group) Effective 1 July 2017, Powertech Industries (Pty) Limited disposed of 100% of its equity interest in the Auto X group for R324 million. This operation formed part of the Powertech group, which has been disclosed as a discontinued operation. R188 million was received on the effective date, while the balance of the proceeds will be settled out of actual receipts received by Auto X from the automotive production development programme. This receivable is in the form of a preference share, with a carrying value of R131 million at 31 August 2017. The preference share receivable in Auto X is included in other investments on the group's balance sheet. Disposal of 100% interest in Webroy (Pty) Limited Effective 1 March 2017, Powertech Industries disposed of 100% of its equity interest in Webroy for R11 million. This operation formed part of the Powertech group, which has been disclosed as a discontinued operation. Disposal of 100% interest in Powertech System Integrators (Pty) Limited ("PTSI") Effective 1 August 2017, Power Technologies (Pty) Limited disposed of 100% of its equity interest in PTSI for R30 million. This operation formed part of the Powertech group, which has been disclosed as a discontinued operation. Net assets of the above operations disposed are as follows: R million Non-current assets 123 Current assets 484 Non-current liabilities (1) Current liabilities (226) Disposal value 380 Loss on disposal of subsidiaries (15) Cash and cash equivalents disposed (94) Proceeds receivable (PTSI) (30) Preference share receivable (131) Proceeds received on disposal 110 9. DISCONTINUED OPERATIONS Impairment of held-for-sale disposal groups The carrying value of each distinct operation was compared to the latest offer from prospective buyers and any shortfall to the carrying value was then impaired. The impairments reflect a decline in expected proceeds due to the prolonged disposal processes, the performance of the operations and the uncertainties in the local macro-economic environment. During the 2016 financial year, the decision was taken to dispose of the Powertech group and the Multimedia Group and, as a result, these businesses have been classified as discontinued operations. The relevant requirements of IFRS 5 have been met for this classification. Management believe that the conclusion of the remaining disposals will be effected within the next 12 months. The Powertech and Multimedia Group businesses were previously classified as held-for-sale as well as discontinued operations. Net assets of disposal groups held-for-sale: R million 31.08.2017 31.08.2016 28.02.2017 Assets classified as held-for-sale 1 013 2 399 1 644 Non-current assets 256 815 392 Current assets 757 1 584 1 252 Liabilities classified as held-for-sale (739) (1 189) (1 024) Non-current liabilities (9) (36) (16) Current liabilities (730) (1 153) (1 008) Breakdown of disposal groups held-for-sale: 31.08.2017 31.08.2017 31.08.2017 31.08.2017 Powertech Multimedia R million Transformers Group Other Total 812 310 400 1 522 Non-current assets 308 158 215 681 Current assets 504 152 185 841 Impairment of held for sale disposal group (509) Assets classified as held-for-sale 1 013 Liabilities classified as held-for-sale (355) (243) (141) (739) Non-current liabilities - (9) - (9) Current liabilities (355) (234) (141) (730) Breakdown of disposal groups held-for-sale: 28.02.2017 28.02.2017 28.02.2017 28.02.2017 28.02.2017 28.02.2017 Powertech Powertech Powertech Battery Multimedia System R million Transformers Group Group integrators Other Total 805 498 348 182 359 2 192 Non-current assets 307 164 141 25 216 853 Current assets 498 334 207 157 143 1 339 Impairment of held for sale disposal group (548) Assets classified as held-for-sale 1 644 Liabilities classified as held- for-sale (276) (124) (290) (109) (225) (1 024) Non-current liabilities (5) - (9) - (2) (16) Current liabilities (271) (124) (281) (109) (223) (1 008) Six months Six months ended ended Year ended R million 31.08.2017 31.08.2016 28.02.2017 Cash flows utilised in discontinued operations: Net cash utilised in operating activities (6) (2) (21) Net cash generated from investing activities 84 921 878 Net cash utilised in financing activities (1) (793) (20) Net cash flow for the period 77 126 837 10. FAIR VALUE OF FINANCIAL INSTRUMENTS The group measures a preference share investment, its derivative foreign exchange contracts used for hedging and contingent purchase considerations at fair value. The preference share investment is disclosed as a Level 3 financial asset in terms of the fair value hierarchy with fair valuation inputs which are not based on observable market data (unobservable inputs). A discounted cash flow valuation model is used to determine fair value with key inputs being discount and perpetuity growth rates as well as revenue growth rates. The fair value of the preference share investment remained at R21 million for the period. The contingent purchase considerations are disclosed as Level 3 financial liabilities in terms of the fair value hierarchy with fair valuation inputs which are not based on observable market data (unobservable inputs). A discounted cash flow valuation model is used to determine fair value with key inputs being forecast revenue growth rates, forecast profit margins and discount rates. The fair value of the contingent purchase considerations was assessed as R75 million at the reporting period which resulted in a remeasurement loss of R2 million. The derivative foreign exchange contracts used for hedging are disclosed as Level 2 financial instruments in terms of the fair value hierarchy with fair valuation inputs (other than quoted prices) that are observable either directly (i.e. as prices) or indirectly (i.e. derived from prices) as well as foreign exchange. A market comparison technique is used to determine fair value. The fair value of the derivative foreign exchange contracts was assessed as R28 million (liability) at the reporting period which resulted in a remeasurement loss of R20 million. The derivative total equity return swap used for hedging the share linked incentive expense is disclosed as Level 2 financial instruments in terms of the fair value hierarchy with fair valuation inputs determined from quoted prices (unadjusted) in active markets for identical assets or liabilities. The fair value of the total equity return swap entered into in the current year was assessed at R4 million (asset) at the reporting period which resulted in an equal gain of R4 million being recognised. There were no transfers between Levels 1, 2 or 3 of the fair value hierarchy for the period ended 31 August 2017. 11. POST-BALANCE SHEET EVENTS Post the reporting period, Bytes Technology Group Limited UK acquired 100% of the issued share capital of Blenheim for a consideration of GBP35,9 million. Blenheim is the holding company of Phoenix Software Limited, a business focused on the resale of software products and associated services. The transaction was effective on 1 October 2017. The transaction was funded from a combination of cash resources in Bytes UK, existing group facilities and a new trade finance facility in Bytes UK. 12. RELATED PARTY TRANSACTIONS The group entered into various sale and purchase transactions with related parties in the ordinary course of business. The nature of related party transactions is consistent with those reported previously. SEGMENTAL ANALYSIS The segment information has been prepared in accordance with IFRS 8: Operating Segments which defines the requirements for the disclosure of financial information of an entity's operating segments. The standard requires segmentation based on the group's internal organisation and reporting of revenue and EBITDA based upon internal accounting presentation. The segment revenue and earnings before interest, tax, depreciation and amortisation (EBITDA) generated by each of the group's reportable segments are summarised as follows: Revenue EBITDA Aug 2017 Aug 2016 Feb 2017 Aug 2017 Aug 2016 Feb 2017 Continuing operations Altech Radio Holdings Group 586 455 1 127 32 27 84 Bytes Document Solutions Group 660 951 1 636 25 35 48 Bytes Managed Solutions 517 670 1 321 29 32 89 Bytes People Solutions 220 219 426 19 21 41 Bytes Secure Transaction Solutions 504 465 992 110 95 212 Bytes Systems Integration SA Group 625 647 1 274 7 2 39 Bytes Universal Systems 296 362 669 16 28 63 Altron ICT South African operations 3 408 3 769 7 445 238 240 576 Bytes Technology Group UK 2 525 2 479 4 504 109 110 171 Other International operations 114 208 284 12 6 20 Altron ICT International operations 2 639 2 687 4 788 121 116 191 Shared Services, Corporate and cons - 4 5 6 3 17 Altron ICT 6 047 6 460 12 238 365 359 784 Altech Autopage Group - 316 316 - 3 3 Altech Netstar Group 668 597 1 224 133 126 266 Arrow Altech Distribution 291 308 602 21 24 40 Corporate and Cons and financial services (214) (144) (488) (67) (67) (143) Continuing operations 6 792 7 537 13 892 452 445 950 Discontinued operations Altech Multimedia Group 599 566 1 225 47 17 21 Altech Autopage Group - - - (7) (49) (78) Powertech Cables Group* 103 1 721 1 836 5 42 46 Powertech Transformers Group 522 630 1 041 (51) (38) (73) Powertech Battery Group** 344 481 944 33 32 78 Powertech System Integrators*** 214 341 583 (12) (56) (52) Other Powertech Segments 123 151 196 (24) (13) (52) Powertech Group 1 306 3 324 4 600 (49) (33) (53) Discontinued operations 1 905 3 890 5 825 (9) (65) (110) Altron Group 8 697 11 427 19 717 443 380 840 * Powertech Cables Group for the half year ended 31 August 2017 consists of Swanib Cables, prior year comparatives include Aberdare Cables Group which was disposed effective 30 June 2016. ** Powertech Battery Group disposed of 1 July 2017 (refer to note 8), this segment also includes Webroy which was disposed 1 March 2017. *** Powertech System Integrators disposed of 1 August 2017. System Integrators segmental includes QuadPro, which has not been disposed of as at 31 August 2017. Segment EBITDA can be reconciled to group operating profit before capital items as follows: Aug 2017 Aug 2016 Feb 2017 Segment EBITDA 443 380 840 Reconciling items: Depreciation (71) (65) (136) Amortisation (47) (43) (86) Group operating profit before capital items 325 272 618 SUPPLEMENTARY INFORMATION - TOTAL OPERATIONS 31.08.17 31.08.16 28.02.17 R million (Unaudited) (Unaudited) (Audited) Depreciation 71 65 136 Amortisation 47 43 86 Net foreign exchange losses 4 104 226 Cash flow movements Capital expenditure (including intangibles) 142 156 314 Net additions to contract fulfilment costs 26 8 20 Additions to contract fulfilment costs 118 101 237 Net expensing of contract fulfilment costs during the year (92) (89) (216) Terminations of contract fulfilment costs - (4) (1) Capital commitments 5 36 21 Lease commitments 410 443 465 Payable within the next 12 months 166 165 147 Payable thereafter 244 278 318 Weighted average number of shares (millions) 369 338 338 Diluted average number of shares (millions) 371 342 340 Shares in issue at end of period (millions) 371 338 339 Ratios (total operations) EBITDA margin % 5,1 3,3 4,3 ROCE % 14,5* 12,0* 14,5 ROE % 11,5* 8,4* 11,4 ROA % 9,5* 6,5* 8,3 RONA % 12,6* 10,4* 12,2 Current ratio 1.2:1 1:1 1.2:1 Acid test ratio 1:1 0.8:1 1:1 * Annualised. Definitions: Contract fulfilment costs Contract fulfilment costs include hardware, fitment, commissions and other costs directly attributable to the negotiation and conclusion of customer service contracts. These costs are expensed over the expected period of the customer service contract. MESSAGE TO SHAREHOLDERS During the past six months, Altron has continued to make good progress on delivering on its strategy of repositioning the group in the ICT space, divesting of non-core assets, lowering debt levels and reducing its exposure to the manufacturing sector. Two key acquisitions have been completed and the group's financial performance has improved significantly on a normalised and constant currency basis: - EBITDA from continuing operations increased by 19%* to R501 million - HEPS from continuing operations increased by 16%* to 57 cents - Net debt expected to reduce to R1.1 billion on conclusion of disposals *Constant currency information. The board identified the current financial year as the one in which the business is to be repositioned for growth in order to deliver on Altron's intention of producing consistent, double digit growth at the earnings before interest, tax, depreciation and amortisation (EBITDA) level. To this end, good progress has been made in the right-sizing of the corporate cost base, the simplification of reporting lines, regrouping the operations in a more customer-centric manner, and improving the sales efficiencies across the group with a strong focus on customer marketing around One Altron. This process will be largely completed in the current financial year, and will accelerate our focus on delivering superior growth. An important aspect of this process is to close out the disposal of the remaining discontinued operations. Since the last report to shareholders, the group has successfully concluded the disposal of Powertech Batteries, Swanib Cables, Powertech IST, Powertech Quadpro and Powertech Switchgear, with all proceeds being used to repay borrowings. The disposal of Crabtree is awaiting Competition Commission approvals in neighbouring countries, while we continue to work on the disposal of Altech Multimedia and Powertech Transformers. During the review period the group's continuing operations have delivered results in line with expectations, despite the difficult local economy, a strengthening currency, and the once-off costs associated with the various restructuring processes. In order to give a clearer view of the underlying performance, we have disclosed normalised information for the continuing operations in our interim reporting. In this message we have also made adjustments to show the results on a constant currency basis to remove the significant impact of the strengthening of the Rand in respect of our UK operations. The constant currency financial information has been compiled by the directors to illustrate the impact of foreign currency movements on Altron's reported financial performance for the six months ended 31 August 2017 for illustrative purposes only. This information is the responsibility of the directors and has not been reviewed or audited by the auditors. FINANCIAL OVERVIEW INCOME Continuing operations Revenue for the continuing operations grew by approximately 5%* to R6.8 billion, while EBITDA increased by 19%* to R501 million on a normalised and constant currency basis. The normalised EBITDA margin improved to 7.4% compared to the prior period's 6.5%*. Much of this growth came from the international operations as local trading conditions remain challenging. Depreciation and amortisation charges increased to R118 million, while capital items were a loss of R16 million during the current period compared to a negligible loss in the prior period. Net interest costs in the continuing operations marginally increased from R83 million to R87 million. This increase reflects a combination of higher borrowing costs as well as an increased allocation of debt to the continuing operations as a result of the reduced expectations around proceeds from the sale of the discontinued operations compared to those in August 2016, although some of this was offset by the benefits of the equity injection in April 2017. Normalised and constant currency headline earnings increased by 27%* from R165 million* to R209 million. Normalised and constant currency headline earnings per share grew by 16%* to 57 cents against the prior year of 49 cents* following the specific issue of shares for cash to Value Capital Partners in May 2017. Discontinued operations The results of the discontinued operations showed a significant improvement from the previous period. EBITDA losses in the current period improved to a loss of R9 million compared to a prior period loss of R65 million. The main improvement came out of the Altech Multimedia business which generated strong EBITDA growth, while the Powertech businesses saw a 48% deterioration from the prior corresponding period. The results were further assisted by the reduced costs associated with the closure of the Altech Autopage business. The substantial improvements in the discontinued operations, with the loss from these operations again reducing significantly from R224 million to R95 million, are a combination of improved operational performance, progress on the disposals and the resultant decline in the interest expense. CASH MANAGEMENT Total operations The overall net debt position continues to improve. Cash generated by operations was higher than the prior period on the improved EBITDA performance, but cash available from operating activities was affected by an absorption into working capital. Much of this is cyclical, which is expected to reverse into the year-end. Cash utilised in investing activities relates primarily to capital expenditure, the normal investment into contract fulfilments costs at Altech Netstar and the Australian acquisition completed by Altech Netstar. These were partly offset by the proceeds on the various Powertech disposals completed during the period. Capital expenditure in the continuing operations is broadly in line with the depreciation charge, while the net investment into contract fulfilment costs amounted to R26 million. The R73 million of cash flow from financing activities is predominantly due to the R400 million from Value Capital Partners, offset by the repayment of loans of R335 million. SUBSIDIARY REVIEW SUBSIDIARY INCOME AND GROWTH Continuing operations ICT Operations After normalising for the factors referred to above, revenue from the group's ICT businesses is up 5%* to R6 billion, with EBITDA increasing by 12%* to R376 million and EBITDA margin improving to 6.2% from 5.9%*. This growth was driven by the performance of the international operations. The Bytes UK operations had another exceptional six months, growing revenue by 25% in local currency terms and EBITDA by 21%, with the business benefiting from increased market share as well as price increases linked to the weaker British Pound. The acquisition of the Blenheim Group and its largest subsidiary Phoenix Software, as announced to shareholder on SENS on 29 September 2017, will add further scale to Bytes UK, making it a significant player in the UK software market and operating in a space with good revenue growth prospects. On a normalised basis the South African ICT operations saw a 3% decrease in revenue to R3.4 billion, but achieved a 6% increase in EBITDA to R254 million, with the EBITDA margin improving to 7.4% from 6.8%. The revenue decline is indicative of the challenging local economic environment, while the margin expansion arose from the increased contribution of the higher margin businesses, particularly Bytes Secure Transaction Solutions. Bytes Secure Transaction Solutions continues to perform well, growing revenue by 8% and EBITDA by 16%, reaffirming its status as a key growth focus for the group. Most components of this business performed well, with the NuPay division continuing to deliver strong growth. The healthcare side of the business has been successful in moving into new adjacencies, thereby achieving growth in an otherwise stagnant market. Altech Radio Holdings has seen revenue improve by 29% and EBITDA by 19% compared to the prior period. The strategy of diversifying the businesses' product suite to include broadband products and services continues to result in significant growth for the business compared to the previous period, despite challenges around the City of Tshwane broadband contract. There remain significant opportunities in this market segment that the business is well placed to exploit. Bytes Document Solutions and Bytes Managed Solutions, experienced both revenue and EBITDA declines.