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Mon 30 Mar 2009, 7:30 CNL - Control Instruments - Results For The Year Ended 31 December 2008
CNL
CNL                                                                             
CNL - Control Instruments - Results For The Year Ended 31 December 2008         
CONTROL INSTRUMENTS GROUP LIMITED                                               
(Incorporated in the Republic of South Africa)                                  
(Registration number: 1964/003987/06)                                           
Share Code: CNL                                                                 
ISIN: ZAE000001665                                                              
("Control Instruments" or "the Company" or "the Group")                         
RESULTS FOR THE YEAR ENDED 31 DECEMBER 2008                                     
OVERVIEW                                                                        
The past year was without doubt the most difficult in the history of the        
Group. It was the first year in which the Group was focused exclusively on      
the automotive industry and a year that was tumultuous for the economy as       
a whole, and especially difficult for businesses in the automotive              
industry, particularly in the fourth quarter.                                   
Shareholders were warned in the 2007 annual report and again in the             
commentary to the interim results for the six months ended 30 June 2008         
that the prospects for 2008 were at best unclear, with a real possibility       
of a downturn in the automotive industry. What took everyone by surprise is     
that what lay ahead were not just storm clouds, but several tsunamis.           
Worldwide volumes in the automotive industry have dropped between 35% and       
50% on an annualised basis. This is completely unprecedented. Previously an     
annualised downturn of 5% in the automotive industry was regarded as a          
major drop. The levels at which the industry is currently operating are         
below those of even the most pessimistic scenarios ever put together.           
RESULTS AND BUSINESS OVERVIEW                                                   
The counter-cyclical nature of the Group`s two businesses is part of its        
strategy. Trading downturns in the purchase of new vehicles affects our         
original equipment manufacture ("OEM") business, but means that                 
individuals and businesses keep and operate their existing vehicles for         
longer resulting in an increase in requests for replacement parts, which        
should be positive for our Aftermarket business. This has held true,            
however the negative effects of the credit crunch and economic downturn         
have meant that people and businesses are using their vehicles less than        
they normally would. The overall uptake of replacement parts has therefore      
not been as rapid as anticipated.                                               
Early in the third quarter of 2008 the Group was well under way with            
aggressive programmes to reduce its cost base and infrastructural levels        
significantly. These programmes were accelerated and intensified in the         
fourth quarter when it became apparent that we were facing something much       
more serious than a severe downturn.                                            
Accordingly, significant reductions in headcount and other expenses have        
been made in all our operations. In our original equipment manufacture          
"(OEM)" business senior executives have taken salary reductions and factory     
staff are working short-time. Every effort is being made to preserve jobs,      
but in the current environment large-scale redundancies are unavoidable.        
Since the end of 2007 the Group`s headcount has fallen by 512 people.           
Aftermarket - CI Automotive                                                     
The main factors driving the Aftermarket business are the size and age of the   
vehicle pool - both of which are growing in the current economy. South Africa`s 
vehicle pool has grown significantly in recent years and the economic downturn  
will result in a notably older pool of vehicles.                                
The Aftermarket business did not achieve the level of profitability aimed       
for in 2008. The major contributing factor to this was the failure of the       
management team to get on top of the issues arising from the consolidation      
of the Johannesburg operations into a new office and warehouse facility         
during the last quarter of 2007.                                                
This is evident in CI Automotive`s results for the year ended 31 December       
2008. These show a decrease in revenue of 3.6% to R450.6 million compared       
with R467.4 million in the previous year. EBITDA decreased 80.0% to R8.8        
million from R44.1 million in the year ended 31 December 2007. EBITDA for       
the year ended 31 December 2008 includes R6.7 million of non-recurring          
restructuring costs and EBITDA for the previous year includes a                 
R13.6 million profit on the sale of buildings. After deducting these non-       
recurring and once-off amounts EBITDA for the year ended 31 December 2008       
decreased 49.2% compared with the previous year.                                
The senior management team was changed in the third quarter of 2008 and the     
benefits of the changes are already apparent. Customer service levels have      
returned to their previous high standards and there have been reductions in     
inventory. A number of changes aimed at increasing efficiency, quality and      
service levels are being made throughout the business, including the            
Gabriel manufacturing facility, on an ongoing basis.                            
Even in these difficult economic times, the prospects for the aftermarket       
business are good. It should be a contributor of cash and profitability to      
the Group during 2009.                                                          
OEM - Pi Shurlok                                                                
The South African manufacturing and the offshore (United Kingdom and United     
States of America) engineering operations produced excellent results for        
the year, in spite of the dramatic fall-off after September 2008.               
At the end of the third quarter the OEM business appeared to be in an           
excellent position and projections for 2009 were also excellent. Going into     
the fourth quarter of 2008 we had a pipeline of new work that was filling       
well, including a number of interesting contracts that were in the offing.      
This situation reversed dramatically in October 2008. We took immediate and     
radical action in an attempt to reduce our overheads in line with the           
unprecedented fall-off in business.                                             
The results for 2008 are as a result of concerted actions by Pi Shurlok`s       
management teams. They contained costs and input prices and                     
ensured that marginal contracts were exited. Stock and work-in-progress         
levels were significantly reduced and quality and production efficiencies       
were significantly improved. The management teams all performed                 
exceptionally well under extremely difficult circumstances. Pi Shurlok is       
probably operating at its best ever efficiency and quality levels - it is       
just short of work!                                                             
Pi Shurlok`s revenue for the year increased 51.2% to R563.7 million             
compared with R372.7 million in the previous year. EBITDA of R27.5 million      
is a substantial increase compared with the loss of R15.8 million in the        
previous year.                                                                  
Worldwide, OEM related businesses are battling for survival. Volumes            
collapsed in the last quarter of 2008 at a rate that made it virtually          
impossible for businesses to adjust their cost bases rapidly enough to          
avoid large scale losses in the future.                                         
Companies operating in this space, including ours, are at risk and it would     
be wrong to give the impression that it will be easy to weather the             
storm. Actions that we have taken and actions that we may still have to         
take will be aimed at no more than survival in the next 12 - 24 months.         
Our key objective is to retain the core expertise and experience to ensure      
that we have a business that is in a position to prosper and grow when an       
upturn arrives.                                                                 
The picture in the OEM market is not entirely bleak. There are areas in         
which we have invested time and money that are bearing fruit. In North          
America we are involved with a number of interesting programmes. These          
programmes are focused on areas of global interest and include emissions        
control and hybrid vehicles. In addition, Pi Shurlok has also developed a       
range of electronic control units ("ECUs") that significantly reduce the        
time and cost of the development of electronic products used in passenger       
cars, large trucks and military and hybrid vehicles.                            
DEALSTREAM                                                                      
The board deeply regrets the Group`s involvement with Dealstream, the           
associated financial loss and the damage to the Group`s reputation. Our aim     
was to repurchase shares in the Company and a number of funding options         
were investigated in this regard and the method offered by Dealstream           
appeared to be suitable. All instructions, whether given to Dealstream or       
the brokers concerned, were for the purchase of shares and not for              
derivative instruments; and all transactions were therefore disclosed in        
the press and on SENS as purchases of shares and accounted for as share         
purchases in the Group`s accounting records. As directors we believed we        
were acting in the best interests of the Group, nevertheless we apologise       
to shareholders for the resultant loss.                                         
In retrospect and after much investigation it is clear that shares were not     
in fact purchased. Following our internal investigations and reviews a          
number of changes are being implemented to enhance our risk management          
procedures. The investigation into the collapse of Dealstream also revealed     
that Dealstream perpetrated high level fraud and misrepresentation.             
The Group`s subsidiary, CI Automotive (Pty) Limited, lost 13 388 800            
Control Instruments shares and The Control Instruments Share Incentive          
Scheme lost 11 658 700 Control Instruments shares as a result of the            
collapse of Dealstream and the fraud perpetrated by Dealstream.                 
Cash lost by the Group in respect of these shares amounted to R11 650 000.      
No further losses are anticipated.                                              
One of the immediate steps taken by the Group following the collapse of         
Dealstream was to apply for the urgent liquidation of Dealstream. This was      
primarily to protect the interests of the Group and its shareholders. It        
ensured that the losses and potential losses of the Group (and other Dealstream 
clients) were contained before the full effects of the collapse                 
of the market were realised.                                                    
The provisional liquidation of Dealstream was granted in terms of a High        
Court order late on Sunday evening, 5 October 2008. A High Court order on       
7 October 2008 granted the application by the Financial Services Board          
("FSB") to place Dealstream under provisional curatorship. The provisional      
liquidation and the provisional curatorship ran concurrently until the return   
date of 18 November 2008.                                                       
In light of the progress made by the curator, Control Instruments was           
advised by its legal advisors to allow the provisional liquidation to be        
discharged on 18 November 2008. Control Instruments requested that certain      
specific matters (particularly those relating to the parties in the             
environment in which Dealstream was operating) be investigated by the           
curator and the FSB. The Company may still assist the liquidators with a        
section 417 enquiry should it be deemed necessary in future.                    
Following the Curator`s final report Dealstream was placed in final             
liquidation on 20 February 2009.                                                
AUDITOR`S REPORT                                                                
PricewaterhouseCoopers Inc. has audited the results for the year and their      
unqualified audit reports on the 31 December 2008 annual financial              
statements and the abridged financial statements are available on request       
at the Company`s registered office.                                             
PROSPECTS                                                                       
While it has taken a huge knock, the automotive industry still exists and       
people and businesses are still buying vehicles. The South African OEM          
market is back to where it was about five years ago, which is approximately     
30% lower than before the collapse of the industry. It is still a sizeable      
market.                                                                         
Our OEM technology has uses beyond the automotive industry and we will          
continue to explore these openings.                                             
Nevertheless, at the time of writing, the list of suppliers to the              
automotive industry who have failed grows daily. In many cases this is          
through no fault of their own. Events have either overtaken them or it is       
as a result of a `domino effect` where one supplier folds elsewhere in the      
chain and this in turn causes a number of other businesses to go under.         
We are facing similar challenges throughout the Group. OEMs continue to         
reduce and/or cancel orders. In the Aftermarket business we have the twin       
danger of the potential for failure in either or both our customer and          
supplier bases. This is going to be an exceptionally challenging period for     
all businesses and particularly for those in the automotive industry. Under     
these circumstances any guidance in respect of prospects for 2009 would be      
inadequate and potentially misleading.                                          
On behalf of the board                                                          
JPS O`Leary                                                                     
Chairman                                                                        
R Friedman                                                                      
CEO and Group Managing Director                                                 
30 March 2009                                                                   
BALANCE SHEETS                                                                  
At 31 December 2008                                                             
                                            Audited     Audited                 
                                           31/12/08    31/12/07                 
R 000       R 000                 
ASSETS                                                                          
Non-current assets                           300 908     316 724                
Property, plant and equipment                139 788     152 206                
Intangible assets                            137 247     146 255                
Investments in joint ventures and                                               
Associates                                     2 421       2 003                
Available-for-sale financial assets              384         900                
Deferred income tax assets                    21 068      15 360                
Current assets                               291 003     324 224                
Inventories                                  152 378     159 508                
Trade and other receivables                  124 746     140 808                
Derivative financial instruments               3 986         511                
Financial assets at fair value through                                          
profit or loss                                    81       4 050                
Current income tax assets                      1 883       3 485                
Cash and cash equivalents                      7 929      15 862                
Non-current assets held for sale                   -      69 415                
Total assets                                 591 911     710 363                
EQUITY AND LIABILITIES                                                          
Capital and reserves                         329 924     416 803                
Share capital                                  6 972       6 972                
Share premium                                396 996     396 996                
Treasury shares                                (3 117     (7 634)               
Foreign currency translation reserve          (3 185)       (915)               
Other reserves                                 1 338         245                
(Accumulated loss)/retained earnings         (69 080)     21 139                
Reserves associated with non-current                                            
assets held for sale                               -       5 210                
Total equity                                 329 924     422 013                
Non-current liabilities                      109 884     113 685                
Borrowings                                    76 791      76 765                
Deferred income tax liabilities               27 699      34 088                
Provisions                                     5 394       2 832                
Current liabilities                          152 103     163 859                
Trade and other payables                     106 633     126 356                
Current income tax liabilities                 9 342       9 277                
Derivative financial instruments               1 848         485                
Borrowings                                    28 560      22 768                
Provisions                                     5 720       4 973                
Liabilities associated with non-current                                         
assets held for sale                               -      10 806                
Total equity and liabilities                 591 911     710 363                
INCOME STATEMENTS                                                               
For the year ended 31 December 2008                                             
                                             Audited     Audited                
                                            31/12/08    31/12/07                
                                               R 000       R 000                
CONTINUING OPERATIONS                                                           
Revenue                                     1 014 229     840 070               
Cost of sales                                (761 533)   (629 414)              
Gross profit                                  252 696     210 656               
Other operating income                         12 154      19 825               
Marketing and selling expenses                (32 370)    (35 722)              
Administrative expenses                      (133 348)   (126 576)              
Other operating expenses                     (137 585)   (101 722)              
Operating loss                                (38 453)    (33 539)              
Finance income                                    585         472               
Finance costs                                 (16 243)    (30 023)              
Share of profit from joint ventures               418       1 325               
Loss before tax                               (53 693)    (61 765)              
Tax                                             3 520      13 165               
Loss for the year from continuing                                               
Operations                                    (50 173)    (48 600)              
DISCONTINUED OPERATIONS                                                         
(Loss)/profit for the year from                                                 
discontinued operations                       (25 507)    509 352               
(Loss)/profit for the year                    (75 680)    460 752               
Attributable to equity holders of                                               
the Company                                   (75 680)    460 752               
Loss per share (cents) - Continuing                                             
- basic                                         (36.4)      (40.1)              
- diluted                                       (36.4)      (38.7)              
(Loss)/earnings per share                                                       
(cents) - Discontinued                                                          
- basic                                         (18.5)      420.2               
- diluted                                       (18.5)      405.9               
Dividends per share (cents)                                                     
- cash                                            8.0         3.5               
- in specie                                         -       410.0               
CASH FLOW STATEMENTS                                                            
For the year ended 31 December 2008                                             
                                              Audited    Audited                
                                             31/12/08   31/12/07                
R 000      R 000                
Cash flows from operating activities                                            
Cash generated from operations                   3 645     36 017               
Finance income received                            593        951               
Finance costs paid                             (16 889)   (35 104)              
Dividends received                                   -      1 500               
Dividends paid                                 (10 829)    (4 832)              
Tax paid                                        (3 715)    (6 205)              
(27 195)    (7 673)               
Cash flows from investing activities                                            
Purchase of property, plant and equipment      (17 813)   (22 666)              
Proceeds from disposal of property, plant                                       
and equipment                                    5 745     35 865               
Increase in intangible assets                   (9 758)   (21 195)              
Proceeds from disposal of financial assets    3 591     65 600                  
Proceeds from disposal of subsidiaries,                                         
net of cash                                     26 046     74 419               
Acquisition of subsidiaries and operations,                                     
net of cash                                          -     (8 240)              
Decrease in non-current receivables                  -         43               
Additional investments in subsidiaries               -    (21 895)              
                                                7 811    101 931                
Cash flows from financing activities                                            
Net proceeds from /(settlement of)                                              
non-current borrowings                           7 214   (141 107)              
Net proceeds on disposal of treasury shares        129        252               
Shares issued                                        -     87 430               
                                                7 343    (53 425)               
Net cash (outflow)/inflow for the year       (12 041)    40 833                 
Forex translation adjustments on cash                                           
and cash equivalents                            (2 459)      (453)              
Cash and cash equivalents at the beginning                                      
of the year                                      2 390    (37 990)              
Cash and cash equivalents at the end of                                         
the year                                       (12 110)     2 390               
STATEMENTS OF CHANGES IN EQUITY                                                 
For the year ended 31 December 2008                                             
                                Audited   Audited    Audited       Audited      
                                                                   Foreign      
                                                                  currency      
Share     Share   Treasury   translation      
                                capital   premium     shares       reserve      
                                  R 000     R 000      R 000         R 000      
GROUP                                                                           
Balance at 1 January 2007          5 472   221 066    (10 282)        5 370     
Gains on cash flow hedges                                                       
net of tax                                                                      
Profit for the year                                                             
Fair value adjustment                                                           
Employee share option                                                           
scheme:                                                                         
- Value of services                                                             
provided                                                                       
- Transferred to retained                                                       
 earnings                                                                       
Realised on disposal of                                                         
Subsidiaries                                                         1 857      
Utilisation of foreign                                                          
currency translation                                                            
reserve                                                             (2 932)     
Movement of treasury                                                            
Shares                                                 2 648                    
Shares issued                       1 500   175 930                             
Dividends paid                                                                  
Balance at                                                                      
31 December 2007                    6 972   396 996   (7 634)        4 295      
Classified as held for sale                                         (5 210)     
                                   6 972   396 99    (7 634)         (915)      
Gains on cash flow                                                              
hedges, net of tax                                                              
Fair value adjustments                                                          
Loss for the year                                                               
Employee share option                                                           
scheme:                                                                         
- Value of services                                                             
 provided                                                                       
Realised on disposal of                                                         
Subsidiaries                                                        (7 008)     
Utilisation of foreign                                                          
currency translation                                                            
reserve                                                               (472)     
Movement of treasury                                                            
Shares                                                 4 517                    
Dividends paid                                                                  
Balance at                                                                      
31 December 2008                   6 972   396 996    (3 117)       (3 185)     
                                          Audited       Audited    Audited      
                                                       Retained                 
earnings /                 
                                            Other      (accumu-                 
                                         reserves    lated loss)     Total      
                                            R 000          R 000     R 000      
GROUP                                                                           
Balance at 1 January 2007                   12 563        116 042   350 231     
Gains on cash flow                                                              
hedges, net of tax                             345                      345     
Profit for the year                                       460 752   460 752     
Fair value adjustment                       (2 309)                  (2 309)    
Employee share option                                                           
scheme:                                                                         
- Value of services                                                             
 provided                                   4 059                    4 059      
- Transferred to retained                                                       
 earnings                                 (16 393)        16 393         -      
Realised on disposal of                                                         
Subsidiaries                                 1 980                    3 837     
Utilisation of foreign                                                          
currency translation reserve                                         (2 932)    
Movement of treasury shares                                (2 396)      252     
Shares issued                                                       177 430     
Dividends paid                                           (569 652) (569 652)    
Balance at                                                                      
31 December 2007                               245         21 139   422 013     
Classified as held for sale                                          (5 210)    
                                              245         21 139   416 803      
Gains on cash flow                                                              
hedges, net of tax                           1 524                    1 524     
Fair value adjustments                        (516)                    (516)    
Loss for the year                                         (75 680)  (75 680)    
Employee share option                                                           
scheme:                                                                         
- Value of services                                                             
 provided                                      85                       85      
Realised on disposal                                                            
of subsidiaries                                                      (7 008)    
Utilisation of foreign                                                          
currency translation                                                            
reserve                                                       678       206     
Movement of treasury                                                            
Shares                                                     (4 388)      129     
Dividends paid                                            (10 829)  (10 829)    
Balance at                                                                      
31 December 2008                             1 338        (69 080)  329 924     
SEGMENTS                                                                        
Primary reporting                                                               
Original Equipment Manufacture ("OEM")                                          
Automotive engineering services and the development and manufacturing           
of electronic products for the international OEM market.                        
Aftermarket                                                                     
The supply of high quality branded products to the sub-Saharan Africa           
automotive aftermarket.                                                         
Fleet management                                                                
Design, development, sale and distribution of fleet management products         
and systems.                                                                    
The audited segment information for the year ended 31 December 2008             
is as follows:                                                                  
                                  OEM        Aftermarket        Head office     
                                R 000              R 000              R 000     
Continuing operations                                                           
Total segment revenue          563 668            450 561                  -    
Inter-segment revenue            9 030                  -             34 444    
Revenue                        572 698            450 561             34 444    
EBITDA                          27 456              8 798             (6 586)   
Depreciation                   (11 972)           (10 352)              (239)   
Amortisation                   (13 343)            (4 568)               (50)   
Impairment of intangible                                                        
assets                            (136)                 -               (353)   
Impairment of property,                                                         
plant and equipment                  -             (1 642)                 -    
Operating profit/(loss)          2 005             (7 764)            (7 228)   
Net finance (costs)/income     (11 062)            (6 824)           (19 019)   
Share of profit from                                                            
joint ventures                     418                  -                  -    
Loss before tax                 (8 639)           (14 588)           (26 247)   
Tax                                813              4 683             (1 976)   
Loss for the year               (7 826)            (9 905)           (28 223)   
                                           Unallocated /                        
                                            Eliminations              Total     
R 000              R 000     
Total segment revenue                                   -          1 014 229    
Inter-segment revenue                             (43 474)                 -    
Revenue                                           (43 474)         1 014 229    
EBITDA                                            (25 466)             4 202    
Depreciation                                            -            (22 563)   
Amortisation                                            -            (17 961)   
Impairment of intangible assets                         -               (489)   
Impairment of property, plant and equipment             -             (1 642)   
Operating profit/(loss)                           (25 466)           (38 453)   
Net finance (costs)/income                         21 247            (15 658)   
Share of profit from joint ventures                     -                418    
Loss before tax                                    (4 219)           (53 693)   
Tax                                                     -              3 520    
Loss for the year                                  (4 219)           (50 173)   
Discontinued operations                                                         
Fleet                 Unallocated/                 
                        Management           OEM     eliminations      Total    
                             R 000         R 000            R 000      R 000    
Total segment revenue         6 633        13 573                -     20 206   
Inter-segment revenue             -             -                -          -   
Revenue                       6 633        13 573                -     20 206   
EBITDA                       (5 344)       (5 994)               -    (11 338)  
Depreciation                      -             -                -          -   
Amortisation                      -             -                -          -   
Operating loss               (5 344)       (5 994)               -    (11 338)  
Net finance costs               (45)         (593)               -       (638)  
Loss before tax              (5 389)       (6 587)               -    (11 976)  
Tax                          (3 048)        1 844                -     (1 204)  
Loss after tax               (8 437)       (4 743)               -    (13 180)  
Loss on disposal of                                                             
discontinued operations     (12 327)            -                -    (12 327)  
Loss for the year           (20 764)       (4 743)               -    (25 507)  
The audited segment information for the year ended 31 December 2007             
is as follows:                                                                  
                                             OEM     Aftermarket        Head    
Office    
                                           R 000           R 000       R 000    
Continuing operations                                                           
Total segment revenue                     372 716         467 354           -   
Inter-segment revenue                      23 166               -      84 951   
Revenue                                   395 882         467 354      84 951   
EBITDA                                    (15 824)         44 085      47 637   
Depreciation                              (11 649)        (10 338         (65)  
Amortisation                              (14 810)         (4 488)       (108)  
Impairment of intangible                                                        
assets                                     (7 141)         (4 412)       (550)  
Operating (loss)/profit                   (49 424)          24 84      46 914   
Net finance (costs)/income                (20 694)        (11 431)      2 574   
Share of profit from                                                            
joint ventures                              1 325               -           -   
(Loss)/profit before tax                  (68 793)         13 416      49 488   
Tax                                        17 575          (5 199)        789   
(Loss)/profit for the year                (51 218)          8 217      50 277   
                                                   Unallocated /                
                                                    Eliminations       Total    
R 000       R 000    
Total segment revenue                                           -     840 070   
Inter-segment revenue                                    (108 117)          -   
Revenue                                                  (108 117)    840 070   
EBITDA                                                    (55 876)     20 022   
Depreciation                                                    -     (22 052)  
Amortisation                                                    -     (19 406)  
Impairment of intangible assets                                 -     (12 103)  
Operating (loss)/profit                                   (55 876)    (33 539)  
Net finance (costs)/income                                      -     (29 551)  
Share of profit from joint ventures                             -       1 325   
(Loss)/profit before tax                                  (55 876)    (61 765)  
Tax                                                             -      13 165   
(Loss)/profit for the year                                (55 876)    (48 600)  
Discontinued operations                                                         
                             Fleet                 Unallocated/                 
Management           OEM     eliminations      Total    
                             R 000         R 000            R 000      R 000    
Total segment revenue       224 137        60 277                -    284 414   
Inter-segment revenue             -             -                -          -   
Revenue                     224 137        60 277                -    284 414   
EBITDA                       12 376       (13 252)               -       (876)  
Excess of acquirer`s                                                            
interest in the fair value                                                      
of the acquiree over cost    15 540             -                -     15 540   
Depreciation                 (1 453)       (3 018)               -     (4 471)  
Amortisation                 (3 179)       (2 530)               -     (5 709)  
Impairment of property,                                                         
plant and equipment               -        (6 456)               -     (6 456)  
Impairment of                                                                   
intangible assets           (19 379)      (42 106)               -    (61 485)  
Operating profit/(loss)       3 905       (67 362)               -    (63 457)  
Net finance costs              (967)       (3 635)               -     (4 602)  
Profit/(loss) before tax      2 938       (70 997)               -    (68 059)  
Tax                         (11 374)       11 649                -        275   
Loss after tax               (8 436)      (59 348)               -    (67 784)  
Profit on disposal of                                                           
discontinued operations     577 136             -                -    577 136   
Profit/(loss) for the year  568 700       (59 348)               -    509 352   
                                           Fleet                                
Management           OEM   Aftermarket    
                                           R 000         R 000         R 000    
The segment assets and                                                          
liabilities at 31 December 2008                                                 
and capital expenditure                                                         
for the year then ended                                                         
are as follows:                                                                 
Assets                                          -       320 523       358 612   
Investments in joint ventures                   -         2 421             -   
Total assets                                    -       322 944       358 612   
Liabilities                                     -       333 383       213 399   
Capital expenditure                             -        13 459        13 170   
Head      Unallocated/                  
                                      Office     Eliminations          Total    
                                       R 000             R 000         R 000    
Assets                                373 645          (463 290)      589 490   
Investments in joint ventures               -                -          2 421   
Total assets                          373 645          (463 290)      591 911   
Liabilities                           181 448          (466 243)      261 987   
Capital expenditure                       942                 -        27 571   
Fleet                                    
                                  Management              OEM    Aftermarket    
                                       R 000            R 000          R 000    
The segment assets and                                                          
liabilities at                                                                  
31 December 2007 and capital                                                    
expenditure for the year then                                                   
ended are as follows:                                                           
Assets                                 33 917          327 831       330 462    
Investments in joint ventures               -            2 003             -    
Total assets                           33 917          329 834       330 462    
Liabilities                             8 919          321 007       173 296    
Capital expenditure                    12 168           20 475        11 095    
                                        Head     Unallocated/                   
                                      Office     Eliminations         Total     
                                       R 000            R 000         R 000     
Assets                                375 602         (359 452)      708 360    
Investments in joint ventures               -                -         2 003    
Total assets                          375 602         (359 452)      710 363    
Liabilities                           141 815         (356 687)      288 350    
Capital expenditure                         -              123        43 861    
NOTES                                                                           
For the year ended 31 December 2008                                             
1. Accounting policies and basis of presentation                                
The consolidated financial statements for the year ended 31 December 2008       
are prepared in accordance with International Financial Reporting Standards     
(IFRS),IAS 34 - Interim Financial Reporting and in compliance with the          
Listing Requirements of the JSE Limited. These are the Group`s abridged         
consolidated financial statements for the year for which annual financial       
statements are prepared in terms of IFRS.                                       
The principle accounting policies used in preparing the audited results for     
the year ended 31 December 2008 are consistent with those applied in the        
annual financial statements for the year ended 31 December 2007 in terms of     
IFRS.                                                                           
2. Significant disposals                                                        
i) Fleet and vehicle management businesses                                      
With effect from 1 April 2008 the Group sold its remaining fleet and            
vehicle management operation, Tripmaster Incorporated, to TeliMatrix            
Limited for US$1.00.                                                            
                                                                Book value      
R 000      
Property, plant and equipment                                           901     
Intangible assets                                                    21 703     
Non-current receivables                                                 361     
Inventories                                                           4 023     
Trade and other receivables                                           8 817     
Current income tax assets                                             1 704     
Borrowings                                                            (877)     
Deferred tax liabilities                                            (7 152)     
Trade and other payables                                            (8 784)     
Provisions                                                          (1 557)     
Cash and cash equivalents                                               196     
Total net asset value                                                19 335     
Loss on sale of business                                           (12 327)     
Reserve realised on the disposal of subsidiaries                    (7 008)     
Proceeds                                                                  -     
Purchase consideration                                                    -     
Cash and cash equivalents in business disposed                        (196)     
Net cash outflow from disposal                                        (196)     
ii) OEM plastics operations                                                     
Control Instruments reached agreement on 9 November 2007 to sell its OEM        
automotive plastics operations to Smiths Plastics (Pty) Limited, a              
subsidiary of Metair Investments Limited. Competition Commission approval       
for the sale was received at the beginning of March 2008 and the effective      
date of the transaction was 17 March 2008.                                      
The purchase consideration of R19.5 million plus the carrying value of          
inventories, debtors and certain creditors, was paid on the effective date.     
                                                                Book value      
R 000      
Property, plant and equipment                                        19 378     
Intangible assets                                                       122     
Inventories                                                           8 486     
Trade and other receivables                                          14 917     
Trade and other payables                                              (600)     
Total net asset value                                                42 303     
Repayment of borrowings                                             (7 614)     
Repayment of trade and other payables                               (8 447)     
Net cash inflow from disposal                                        26 242     
3. Reconciliation of EPS to Headline EPS (cents)                                
2008                                                                            
Weighted average number of shares in issue (000)                    137,891     
                                         Continuing   Discontinued   Total      
                                         operations     operations              
Loss for the year per share                      (39.0)          (17.5) (56.5)  
Loss on sale of subsidiaries                                    8.9    8.9      
Loss on disposal of property, plant and                                         
equipment                                         -              -       -      
Impairment of other intangible assets           0.4              -     0.4      
Impairment of property, plant and equipment     1.2              -     1.2      
Tax effect                                      2.2            (0.9)   1.3      
Headline loss per share                       (35.2)           (9.5) (44.7)     
2007                                                                            
Weighted average number of shares in issue (000)                    121,211     
                                         Continuing   Discontinued   Total      
                                         operations     operations              
(Loss)/earnings for the year per share        (51.0)         420.0   369.0      
Profit on sale of subsidiaries                   -          (476.1) (476.1)     
Profit on disposal of property, plant and                                       
equipment                                      (9.5)          (2.3)  (11.8)     
Excess of acquirer`s interest in the fair                                       
value of the acquiree over cost                  -           (12.8)  (12.8)     
Impairment of goodwill                          1.9           28.1    30.0      
Impairment of other intangible assets           8.1           22.6    30.7      
Impairment of property, plant and equipment      -             5.3     5.3      
Tax effect                                      9.3           (4.7)    4.6      
Headline loss per share                       (41.2)         (19.9)  (61.1)     
4. Sale of building                                                             
One of the buildings owned by Pi Shurlok in Pietermaritzburg was sold           
during the year.                                                                
5. Commitments                                                                  
                                                           2008      2007       
                                                          R 000     R 000       
Capital expenditure commitments                                                 
Authorised by directors and contracted for:                                     
Property, plant and equipment                               4 438    1 200      
Authorised by directors and not yet contracted for:                             
Property, plant and equipment                               3 814    4 933      
The capital expenditure is to be financed as follows:                           
Internally generated funds                                  1 691    6 133      
Existing credit facilities                                  6 561        -      
8 252    6 133       
6. Post Balance Sheet Events                                                    
6.1 Litigation with Sagercy                                                     
The Group acquired a 100% interest in the business of Sagercy PE, Ariston and   
Specialised Plastics Engineering ("SPE") ("Sagercy business") with effect from  
1 March 2006.                                                                   
Notice has been served against the vendors of the Sagercy business for the      
recovery of R34 million arising out of certain warranties and representations   
made by them.                                                                   
Ariston and SPE were sold to Smiths Plastics (Pty) Limited, a subsidiary of     
Metair Investments Limited with effect from 17 March 2008.                      
6.2 Net working capital dispute                                                 
TeliMatrix Limited has declared a dispute with the Group with regard to the     
calculation of the net working capital in certain of the businesses that the    
Group sold to it with effect from 1 October 2007.                               
This dispute is in the process of being resolved.  The Group has taken          
independent professional advice and based on this advice the directors do not   
believe that the Group has any liabilities with regard to this dispute.         
Sponsor                                                                         
Investec Bank Limited                                                           
Date: 30/03/2009 07:30:02 Produced by the JSE SENS Department.                  
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