29 Jun 2010 08:00
Naspers Limited
(Registration number: 1925/001431/06)
("Naspers")
ISIN ZAE000015889
JSE share code: NPN
LSE share code: NPSN
PROVISIONAL REPORT
Summary of the audited results of the Naspers group for the year ended 31 March 2010
Commentary
Over the past year the Naspers group continued to grow. Most emerging markets in which we operate survived the global economic downturn reasonably well, particularly when compared to developed economies.
The internet industry showed bold growth in emerging markets. Our pay-television operations held up well whilst the technology business returned to operating profitability. Print businesses globally, including our own, suffered in the recession. Overall, however, it was a good year for the group.
In summary, Naspers recorded a 5% increase in revenues to R28bn for the past financial year. Operational profit climbed 10% to R5,4bn, whilst core headline earnings grew 22% to R5,3bn.
The internet segment, comprising mainly Allegro in Central Europe, Tencent in China and Mail.ru in Russia, continued to reflect growth, with revenues up 24%.
Our pay-television businesses largely proved resilient to prevailing economic conditions and recorded revenue growth of 12%, with slightly lower operating margins as we invested to grow the subscriber base. Irdeto, the TV technology business, felt economic headwinds, but nevertheless cut costs.
The print media businesses, however, suffered a 5% decline in its top line because of pressure on advertising revenues.
Free cash flow of R4,1bn (2009: R2,4bn) was recorded. The financial position remains healthy with consolidated gearing, excluding satellite transponder leases, of 5%.
Looking ahead, we mostly have resilient businesses in emerging markets that are still expanding. Competition in pay TV, regulation and consumer spending levels remain challenges.
We plan to continue growing the group through a combination of organic growth and acquisitions, focusing on internet.
FINANCIAL REVIEW
The past financial year was characterised by tough economic conditions and a strong rand which negatively impacts reported results when translating other currencies.
Revenue growth of 5% in the aggregate was recorded over the period. This muted growth was partly the result of pressure on print media, but mainly the consequence of a stronger rand. Based on a stable currency, we estimate revenue growth would have been 11%.
Our operational profit increased by 10% to R5,4bn (2009: R4,9bn). Using a stable currency we estimate operational profit growth would have been 17%. Group margins improved largely due to cost management.
Net interest costs for the year increased to R535m (2009: R306m), the result of funding new acquisitions with debt and available cash balances.
Naspers's share of the equity-accounted results of our associates, mainly Tencent, Mail.ru and Abril, increased to R2,1bn (2009: R1,5bn).
The profit on sale of investments relates mainly to MWEB's business in the rest of Africa. These proceeds are once-off in nature.
The net effect of all the above is that core headline earnings for the year grew 22% to R5,3bn.
During the year, MultiChoice launched the W7 satellite resulting in an increase in our transponder leases and commitments.
SEGMENTAL REVIEW
This review includes our consolidated subsidiaries plus the proportional consolidation of our economic interest in associates. This allows for improved analysis of the contribution of all our investments to the group's results.
Our primary measurement of profitability is defined as operational profit, which excludes other gains/losses and amortisation of intangible assets (other than software). It includes the finance cost on transponder leases which the group treats as an operating cost.
Internet
In aggregate, the internet segment recorded revenue up by 24% to R9,2bn. Operational profit grew to R2,4bn.
In China, Tencent performed ahead of expectations with revenue growth of 49%. The number of peak concurrent users now stands at around 105 million. Tencent's contribution to core headline earnings increased by 76% to R2,1bn.
The strong rand had a significant effect on the other internet businesses where, nominally, revenues were marginally up and operational profits down. Calculated on a stable currency basis, we estimate that both revenues and operational profits would have advanced 19%.
The Allegro platform in Poland delivered solid growth. In local currency, the gross merchandising value transacted on the platform grew by 20%, generating revenue of 24% higher. New services were launched.
In India, ibibo, our joint venture with Tencent, is developing social gaming and e-commerce platforms.
In Russia, Mail.ru expanded its base to 81 million active email users. This business contributed R70m (2009: R87m) to our core headline earnings. The decrease relates mainly to the impact of the strong rand. Mail.ru has acquired Astrum, the online games platform operator in Russia.
In Latin America, BuscaPé was added to the group in September 2009. This unit is currently growing its core comparison shopping business and broadening its base with new services, including electronic payments, classified advertising and affiliate advertising networks.
In South Africa, 24.com remains a leading local internet publisher, growing its users by 34%.
Pay television
Overall, the pay-television segment expanded revenues by 12%, due to subscriber growth of 634 000 net households. After a satisfactory festive season, subscriber growth did slow in the last quarter of the financial year. Operating margins were slightly lower due to the cost of building the subscriber base, as well as higher content costs resulting from increased competition and more local production.
In South Africa the base grew by 450 000 to 2,85 million homes. The service now offers nine different bouquet offerings and three high definition channels. With a strong content offering of soccer, general entertainment and movies, the mid-priced Compact bouquet attracted many customers. Advertising revenues were marginally better. The coming year will see even more competitors entering this market.
In the other 47 countries in the rest of Africa, a focus on local content and additional sport delivered 184 000 additional subscribers, taking the base to 1,1 million homes. The Compact and Family bouquets stand at 447 000. Hausa and Yoruba language content was added in Nigeria. SuperSport is now one of the main funders of local sports leagues across the African continent, which means higher content costs for the group. However, if African sport is to become globally competitive, it needs funding by someone.
Mobile TV operations were launched in Ghana, Kenya, Namibia and Nigeria, whilst we still await a licence in South Africa.
Technology
Irdeto delivered some 15,8 million conditional access units in the period, a 5% increase. Revenues in other divisions were flat due to the global slow-down. Consolidation of various technology businesses into Irdeto has reduced operating costs, and the segment reversed an operational loss last year into a profit of R47m.
Print media
Our print media operations in South Africa recorded a top-line decline of 5%. Circulation of newspapers and magazines held up remarkably, but advertising felt the blows. In a recession people read more, but advertisers spend less. Operating costs have been reduced and capital expenditure reigned in. We were able to grow market share marginally.
In Brazil, the magazine publisher Abril also experienced a challenging year, particularly for advertising. This was largely offset through cost controls. Abril's contribution to our core headline earnings amounted to R318m (2009: R414m), partly influenced by the strong rand and a higher tax charge.
DIVIDEND NUMBER 81
The board recommends that the annual dividend be increased 14% to 235 cents (previously 207 cents) per N ordinary share, and 47 cents (previously 41 cents) per unlisted A ordinary share. If approved by shareholders at the annual general meeting to be held on Friday, 27 August 2010, dividends will be payable to shareholders recorded in the books on Thursday, 23 September 2010, and will be paid on Monday, 27 September 2010. The last date to trade cum dividend will be on Thursday, 16 September 2010. The shares will therefore trade ex dividend from Friday, 17 September 2010.
Share certificates may not be dematerialised or rematerialised between Friday, 17 September 2010 and Thursday, 23 September 2010, both days inclusive.
CORPORATE GOVERNANCE
The impact of the new South African Companies Act and the King Report on Governance for South Africa 2009 (King III) was a focus over the past year. Subsequent to the year-end the Naspers board approved a plan to address aspects of King III, the implementation of which is well under way. Where appropriate for the group, the necessary changes to our governance policies and practices will be made. If any principles or practices are found to be inappropriate for the group, the reason for not implementing or not complying with King III's recommendations will be disclosed.
Naspers will produce an integrated report for the financial year ended 31 March 2011 and also report on the application of King III.
BASIS OF PRESENTATION AND ACCOUNTING POLICIES
Financial results for the year ended 31 March 2010 have been prepared in accordance with IAS 34 and International Financial Reporting Standards ("IFRS"), the requirements of the South African Companies Act, No 61 of 1973, and in compliance with the Listings Requirements of the JSE Limited. Except as noted below, accounting policies used are consistent with those applied in the previous annual financial statements and IFRS. These results have been audited by the company's auditor, PricewaterhouseCoopers Inc., whose unqualified report is available for inspection at the registered office of the company.
The group adopted the following new standards, amendments and circulars for the year ended 31 March 2010:
- The revised IAS 1 "Presentation of Financial Statements" was issued, requiring certain changes to existing disclosures as well as the introduction of the "statement of comprehensive income". These changes had no effect on the financial position or results of the group.
- IFRS 8 "Operating Segments" replaced IAS 14 "Segment Reporting". Segment information is now presented on the same basis as for internal management reporting purposes. The only significant change is that the results of our investments in associates are now proportionately consolidated for segmental reporting and Tencent is shown as a separate reportable segment. The amendment to IFRS 8 which allows an entity not to disclose segmental assets, if not reviewed by management, has been early adopted. Comparative information was restated accordingly.
- IAS 23 "Borrowing Cost (Revised)" requires entities to capitalise qualifying interest cost. This amendment had no material effect on the group.
- Circular 3/2009 "Headline Earnings" was issued by the South African Institute of Chartered Accountants. The circular was changed to incorporate the latest amendments and revisions to IFRS. This circular is effective for the current year, but had no material effect on the group.
Core headline earnings exclude once-off and non-operating items. We remain of the view that it is an appropriate measure of the group's sustainable operating performance. This measure is not a defined term under IFRS and may not be comparable with similarly titled measures reported by other companies.
SIGNIFICANT ACQUISITIONS
In September 2009 the group acquired 94,8% of Brazilian e-commerce group, BuscaPé.com Inc. for approximately R2,7bn. This was funded from existing debt facilities. A put option of R89m over minorities is part of the purchase consideration. The preliminary purchase price allocation is: tangible assets R180m, intangible assets R394m, liabilities R228m and the balance to goodwill.
During October 2009 the group acquired 51% of Korbitec (Proprietary) Limited (an electronic platform for attorneys, banks and other players in the property value chain) for cash of R158m with an additional R51m contingent consideration. The preliminary purchase price allocation shows: tangible assets R48m, intangible assets R135m, liabilities R21m and the balance to goodwill. Minorities' share of the above is R79m.
During November 2009 the group made a further cash investment of R771m into Mail.ru as a result of its acquisition of Astrum Online Entertainment Holdings. The group's shareholding was diluted from 42% to 39%.
Subsequent to the initial 83% interest acquired in Bankier.pl in August 2009, the group also acquired the remaining minorities. The total consideration of R178m was allocated as follows: tangible assets R52m, intangible assets R33m and the balance to goodwill.
The group also made some other acquisitions for a combined cost of approximately R522m. Revenues and profits from all acquisitions were not significant to consolidated results.
On behalf of the board
Ton Vosloo | Koos Bekker |
Chairman | Managing director |
Cape Town
29 June 2010
| Revenue | ||
Segmental | 2010 | 2009 | % |
Review | R'm | R'm | Change |
Pay television | 16 659 | 14 858 | 12 |
Internet | 9 181 | 7 411 | 24 |
- Tencent | 4 874 | 3 281 | 49 |
- Other | 4 307 | 4 130 | 4 |
| 10 204 | 10 722 | (5) |
Technology | 1 207 | 1 514 | (20) |
Economic interest | 37 251 | 34 505 | 8 |
Corporate services |
|
|
|
Less: Associates | (9 253) | (7 815) | 18 |
Consolidated | 27 998 | 26 690 | 5 |
| Ebitda | ||
Segmental | 2010 | 2009 | % |
Review | R'm | R'm | Change |
Pay television | 5 744 | 5 197 | 11 |
Internet | 2 804 | 1 973 | 42 |
- Tencent | 2 542 | 1 588 | 60 |
- Other | 262 | 385 | (32) |
| 1 232 | 1 389 | (11) |
Technology | 98 | (75) | +100 |
Economic interest | 9 878 | 8 484 | 16 |
Corporate services | (230) | (210) | 10 |
Less: Associates | (3 152) | (2 248) | 40 |
Consolidated | 6 496 | 6 026 | 8 |
| Operational profit | ||
Segmental | 2010 | 2009 | % |
Review | R'm | R'm | Change |
Pay television | 5 171 | 4 624 | 12 |
Internet | 2 423 | 1 626 | 49 |
- Tencent | 2 363 | 1 447 | 63 |
- Other | 60 | 179 | (66) |
| 896 | 1 062 | (16) |
Technology | 47 | (139) | +100 |
Economic interest | 8 537 | 7 173 | 19 |
Corporate services | (232) | (213) | 9 |
Less: Associates | (2 858) | (2 020) | 42 |
Consolidated | 5 447 | 4 940 | 10 |
Note: Operational profit excludes amortisation of intangible assets (other than software) and other gains/losses and includes the finance cost on transponder leases.
| Year ended | Year ended |
| 31 March | 31 March |
Reconciliation of Operational | 2010 | 2009 |
Profit to Operating Profit | R'm | R'm |
Operational profit | 5 447 | 4 940 |
Finance cost on transponder leases | 93 | 109 |
Amortisation | (1 135) | (1 179) |
Other gains/(losses) - net | (364) | (87) |
Operating profit | 4 041 | 3 783 |
Note: For a reconciliation of operating profit to profit before taxation, refer to the "Consolidated income statement".
| Year ended | Year ended |
|
| 31 March | 31 March |
|
Consolidated Income | 2010 | 2009 | % |
Statement | R'm | R'm | Change |
Revenue | 27 998 | 26 690 | 5 |
Cost of providing services and sale of goods | (14 438) | (13 531) |
|
Selling, general and administration expenses | (9 155) | (9 289) |
|
Other gains/(losses) - net | (364) | (87) |
|
Operating profit | 4 041 | 3 783 | 7 |
Interest received | 348 | 572 |
|
Interest paid | (883) | (878) |
|
Other finance income/(costs) - net | 114 | 3 |
|
Share of equity-accounted results | 2 058 | 1 473 | 40 |
Profit on sale of investments | 144 | 36 |
|
Impairment of equity-accounted investments | (62) | (214) |
|
Profit before taxation | 5 760 | 4 775 | 21 |
Taxation | (1 808) | (1 436) |
|
Profit after taxation | 3 952 | 3 339 | 18 |
Profit from discontinued operations | - | 3 092 |
|
Profit for the year | 3 952 | 6 431 |
|
Attributable to: |
|
|
|
Equity holders of the group | 3 257 | 5 761 |
|
Minority shareholders | 695 | 670 |
|
| 3 952 | 6 431 |
|
Core headline earnings for the period (R'm) | 5 319 | 4 373 | 22 |
Core headline earnings per N ordinary share (cents) | 1 426 | 1 179 | 21 |
Fully diluted core headline earnings per N ordinary share (cents) | 1 386 | 1 169 | 19 |
Headline earnings for the period (R'm) | 3 297 | 3 065 | 8 |
Headline earnings per N ordinary share (cents) | 884 | 826 | 7 |
Fully diluted headline earnings per N ordinary share (cents) | 859 | 819 | 5 |
Earnings per N ordinary share (cents) | 873 | 1 553 |
|
Fully diluted earnings per N ordinary share (cents) | 848 | 1 540 |
|
Net number of shares issued ('000) |
|
|
|
- At period-end | 374 308 | 372 451 |
|
- Weighted average for the period | 372 951 | 371 004 |
|
- Fully diluted weighted average | 383 820 | 374 108 |
|
| Year ended | Year ended |
Condensed Consolidated | 31 March | 31 March |
Statement of Comprehensive | 2010 | 2009 |
Income | R'm | R'm |
Profit for the year | 3 952 | 6 431 |
Total other comprehensive income, net of tax, for the year | (2 047) | (4 123) |
Translation of foreign operations | (1 918) | (3 544) |
Cash flow hedges | (560) | (347) |
Share of associates' other comprehensive income and reserves | 250 | (258) |
Tax on other comprehensive income | 181 | 26 |
Total comprehensive income for the year | 1 905 | 2 308 |
Attributable to: |
|
|
Equity holders of the group | 1 308 | 1 648 |
Minority shareholders | 597 | 660 |
| 1 905 | 2 308 |
| Year ended | Year ended |
Condensed Consolidated | 31 March | 31 March |
Statement of Changes | 2010 | 2009 |
in Equity | R'm | R'm |
Balance at beginning of the year | 35 217 | 33 147 |
Changes in share capital and premium |
|
|
Movement in treasury shares | (1 041) | (405) |
Share capital and premium issued | 433 | 123 |
Changes in reserves |
|
|
Total comprehensive income for the year | 1 308 | 1 648 |
Movement in share-based compensation reserve | 498 | 445 |
Movement in existing control business combination reserve | (334) | 548 |
Direct retained earnings movement | (22) | (9) |
Dividends paid to Naspers shareholders | (773) | (669) |
Changes in minority interest |
|
|
Total comprehensive income for the year | 597 | 660 |
Dividends paid to minorities | (311) | (307) |
Movement in minority interest in reserves | 62 | 36 |
Balance at end of the year | 35 634 | 35 217 |
Comprising: |
|
|
Share capital and premium | 14 466 | 15 074 |
Retained earnings | 16 823 | 14 361 |
Share-based compensation reserve | 1 573 | 927 |
Existing control business combination reserve | 98 | 331 |
Hedging reserve | (408) | (116) |
Valuation reserve | 1 844 | 1 843 |
Foreign currency translation reserve | (736) | 1 171 |
Minority interest | 1 974 | 1 626 |
Total | 35 634 | 35 217 |
| Year ended | Year ended |
| 31 March | 31 March |
Condensed Consolidated | 2010 | 2009 |
Statement of Financial Position | R'm | R'm |
ASSETS |
|
|
Non-current assets | 44 342 | 40 873 |
Property, plant and equipment | 6 490 | 4 754 |
Goodwill and other intangible assets | 21 596 | 20 916 |
Investment in associates | 11 942 | 10 667 |
Other investments and loans | 3 500 | 3 609 |
Deferred taxation | 814 | 871 |
Other non-current assets | - | 56 |
Current assets | 13 126 | 13 687 |
TOTAL ASSETS | 57 468 | 54 560 |
EQUITY AND LIABILITIES |
|
|
Share capital and reserves | 33 660 | 33 591 |
Minority shareholders' interest | 1 974 | 1 626 |
Total equity | 35 634 | 35 217 |
Non-current liabilities | 10 892 | 8 991 |
Capitalised finance leases | 1 736 | 865 |
Liabilities - interest-bearing | 6 983 | 5 934 |
- non-interest-bearing | 51 | 118 |
Post-retirement medical liability | 178 | 155 |
Derivatives | 684 | 543 |
Deferred taxation | 1 260 | 1 376 |
Current liabilities | 10 942 | 10 352 |
TOTAL EQUITY AND LIABILITIES | 57 468 | 54 560 |
Net asset value per N ordinary share (cents) | 8 993 | 9 019 |
| Year ended | Year ended |
| 31 March | 31 March |
Condensed Consolidated | 2010 | 2009 |
Statement of Cash Flows | R'm | R'm |
Cash flow from operating activities | 5 622 | 3 913 |
Cash flow (utilised in)/generated from investment activities | (5 156) | 1 217 |
Cash flow generated from/(utilised in) financing activities | 235 | (6 839) |
Net movement in cash and cash equivalents | 701 | (1 709) |
Foreign exchange translation adjustments | (678) | 187 |
Cash and cash equivalents at beginning of the year | 5 803 | 7 325 |
Cash and cash equivalents at end of the year | 5 826 | 5 803 |
| Year ended | Year ended |
| 31 March | 31 March |
Calculation of Headline | 2010 | 2009 |
and Core Headline Earnings | R'm | R'm |
Net profit attributable to shareholders | 3 257 | 5 761 |
Adjusted for: |
|
|
- insurance proceeds | (369) | (113) |
- impairment of property, plant, equipment and other assets | 225 | 117 |
- impairment of goodwill and intangible assets | 384 | 22 |
- (profit)/loss on sale of property, plant and equipment | (156) | 27 |
- profit on sale of intangibles | (73) | - |
- discontinuance of operations | - | (2 965) |
- profit on sale of investments | (120) | (10) |
- remeasurements included in equity-accounted earnings | 30 | - |
- impairment of equity-accounted investments | 62 | 214 |
| 3 240 | 3 053 |
Total tax effects of adjustments | 7 | 5 |
Total minority interest of adjustments | 50 | 7 |
Headline earnings | 3 297 | 3 065 |
Discontinued operations | - | (129) |
Headline earnings from continuing operations | 3 297 | 2 936 |
Adjusted for: |
|
|
- treasury-settled share scheme charges | 418 | 258 |
- prior year withholding taxes | 121 | - |
- reversal/(creation) of deferred tax assets | 253 | (58) |
- amortisation of intangible assets | 922 | 958 |
- Welkom Yizani refinancing | 330 | - |
- fair value adjustments and currency translation differences | (22) | 279 |
Core headline earnings | 5 319 | 4 373 |
| Year ended | Year ended |
| 31 March | 31 March |
| 2010 | 2009 |
Supplementary Information | R'm | R'm |
Depreciation of property, plant and equipment | 878 | 910 |
Amortisation | 1 213 | 1 246 |
- intangible assets | 1 135 | 1 179 |
- software | 78 | 67 |
Interest on finance leases | 93 | 109 |
Other gains/(losses) - net | (364) | (87) |
- loss on sale of property, plant and equipment | (47) | (25) |
- impairment of goodwill and intangible assets | (384) | (18) |
- impairment of tangible assets | (225) | (143) |
- Welkom Yizani refinancing | (330) | - |
- insurance proceeds | 369 | 113 |
- profit on transponder lease settlement | 253 | - |
- fair value adjustment on shareholders' liability | - | (14) |
Other finance income/(costs) - net | 114 | 3 |
- net foreign exchange differences and fair value adjustments on derivatives | (154) | (374) |
- preference dividends received | 268 | 377 |
Investments and loans | 15 442 | 14 276 |
- listed investments | 4 646 | 3 591 |
- unlisted investments | 10 796 | 10 685 |
Market value of listed investments | 92 843 | 44 491 |
Directors' valuation of unlisted investments | 10 796 | 10 685 |
Commitments | 18 626 | 14 205 |
- capital expenditure | 527 | 359 |
- programme and film rights | 8 698 | 8 063 |
- network and other services commitments | 656 | 480 |
- transponder leases | 7 689 | 4 290 |
- operating lease commitments | 697 | 701 |
- set-top box commitments | 359 | 312 |
Share of equity-accounted results | 2 058 | 1 473 |
Dilution profits | (64) | - |
Sale of assets | 23 | 17 |
Sale of investments | 77 | 8 |
Contribution to headline earnings | 2 094 | 1 498 |
Amortisation on intangible assets | 180 | 179 |
Treasury-settled share scheme charges | 148 | - |
Reversal of deferred taxation | 101 | - |
Contribution to core headline earnings | 2 523 | 1 677 |
Tencent | 2 148 | 1 217 |
Mail.ru | 70 | 87 |
Abril | 318 | 414 |
Other | (13) | (41) |
Directors
T Vosloo (chairman)
J P Bekker (managing director)
F-A du Plessis
G J Gerwel
R C C Jafta
L N Jonker
D Meyer
S J Z Pacak
T M F Phaswana
L P Retief
B J van der Ross
N P van Heerden
J J M van Zyl
H S S Willemse
Company secretary
G Kisbey-Green
Registered office
40 Heerengracht, Cape Town 8001
(PO Box 2271, Cape Town 8000)
Transfer secretaries
Link Market Services South Africa (Proprietary) Limited
11 Diagonal Street, Johannesburg 2001
(PO Box 4844, Johannesburg 2000)
ADR programme
The Bank of New York Mellon maintains a GlobalBuyDIRECTTM plan for Naspers Limited. For additional information, visit the Bank of New York Mellon's website at www.globalbuydirect.com or call Shareholder Relations at 1-888-BNY-ADRS or 1-800-345-1612 or write to: The Bank of New York Mellon, Shareholder Relations Department - GlobalBuyDIRECTTM, Church Street Station, PO Box 11258, New York, NY 10286-1258, USA
Important information
The report contains forward-looking statements as defined in the United States Private Securities Litigation Reform Act of 1995. Words such as "believe", "anticipate", "intend", "seek", "will", "plan", "could", "may", "endeavour" and similar expressions are intended to identify such forward-looking statements, but are not the exclusive means of identifying such statements. While these forward-looking statements represent our judgements and future expectations, a number of risks, uncertainties and other important factors could cause actual developments and results to differ materially from our expectations. These include factors that could adversely affect our businesses and financial performance. We are not under any obligation to (and expressly disclaim any such obligation to) update or alter our forward-looking statements, whether as a result of new information, future events or otherwise. Investors are cautioned not to place undue reliance on any forward-looking statements contained herein.
For a more detailed exposition, visit the Naspers website at www.naspers.com