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Wed 1 Jul 2009, 7:30 BEG - Beige Holdings Limited - Reviewed results for the year ended 31 March 2009
BEG
BEG                                                                             
BEG - Beige Holdings Limited - Reviewed results for the year ended 31 March 2009
Beige Holdings Limited                                                          
(Incorporated in the Republic of South Africa)                                  
(Registration No: 1997/006871/06)                                               
Share code:   BEG  ISIN code:   ZAE000034161                                    
("Beige" or "the company")                                                      
REVIEWED RESULTS FOR THE YEAR ENDED 31 MARCH 2009                               
Consolidated Condensed Balance Sheet                                            
                               Reviewed        Restated                         
                               31 March 2009   31 March 2008                    
                               R`000            R`000                           
ASSETS                                                                          
Non-current assets              275 113         240 804                         
Property, plant and equipment   139 909         112 250                         
Intangible assets               118 789         115 223                         
Deferred income tax assets      16 415          13 331                          
Current assets                  202 917         220 055                         
Inventories                     70 720          57 772                          
Trade and other receivables     122 792         113 845                         
Cash and cash equivalents       9 405           48 438                          
Total assets                    478 030         460 859                         
                                                                                
EQUITY AND LIABILITIES                                                          
Capital and reserves            213 084         190 806                         
Ordinary share capital          16 011          16 885                          
Ordinary share premium          274 476         280 603                         
Reserves                        10 842          10 626                          
Accumulated loss                (88 245)        (117 308)                       
Non-current liabilities         76 544          84 424                          
Long-term borrowings            71 656          67 145                          
Financial instrument            2 362           17 279                          
Deferred income tax             2 526           --                              
liabilities                                                                     
Current liabilities             188 402         185 629                         
Trade and other payables        117 985         127 421                         
Current portion of long-term    32 561          30 388                          
borrowings                                                                      
Current income tax liabilities  7 777           3 443                           
Bank overdrafts                 30 079          24 377                          
Total equity and liabilities    478 030         460 859                         
                                                                                
Ordinary shares (000`s)                                                         
In issue (Note 2)               1 596 697       1 684 097                       
Diluted (Notes 2 and 3)         1 608 260       1 795 107                       
Net asset value per share                                                       
information                                                                     
Net asset value per share       13.35           11.33                           
(cents)                                                                         
Net tangible asset value per    5.91            4.49                            
share (cents)                                                                   
Diluted net asset value per     13.25           10.63                           
share (cents)                                                                   
Diluted net tangible asset      5.86            4.21                            
value per share (cents)                                                         
Consolidated Condensed Income Statement                                         
Reviewed        Restated                             
                           Year ended      Year ended                           
                           31 March 2009   31 March 2008                        
                           R`000           R`000                                
Revenue                     599 020         452 212                             
Cost of sales               (480 304)       (361 267)                           
Gross profit                118 716         90 945                              
Distribution costs          (12 068)        (9 156)                             
Administrative expenses     (75 700)        (61 875)                            
Operating profit            30 948          19 914                              
Goodwill impairment         -               (70 535)                            
Discount on acquisition     -               12 719                              
Gain on the re-measurement                                                      
of an embedded conversion   14 917          1 868                               
option liability (Note 1)                                                       
Profit/(loss) before        45 865          (36 034)                            
finance costs                                                                   
Finance income              1 657           2 859                               
Finance costs               (11 982)        (6 051)                             
Profit/(loss) before        35 540          (39 226)                            
income tax                                                                      
Income tax expense          (6 477)         (406)                               
Profit/(loss) for the year  29 063          (39 632)                            
                                                                                
Headline earnings                                                               
adjustments:                                                                    
Goodwill impairment         -               70 535                              
Discount on acquisition     -               (12 719)                            
Profit on disposal of       -               (16)                                
plant and equipment                                                             
Headline earnings for the   29 063          18 168                              
year                                                                            

Ordinary shares (000`s)                                                         
In issue (Note 2)           1 672 843       1 332 425                           
Diluted (Note 2 and 3)      1 684 405       1 443 436                           
Earnings per share                                                              
information                                                                     
Earnings per share (cents)  1.74            (2.97)                              
Headline earnings per       1.74            1.36                                
share (cents)                                                                   
Diluted earnings per share  1.73            (2.69)                              
(cents)                                                                         
Diluted headline earnings   1.73            1.31                                
per share (cents)                                                               
Notes                                                                           
1    On 2 July 2007 the company issued to its ordinary shareholders a           
    capitalisation award of redeemable preference shares that are convertible   
into ordinary shares at the holder`s option.  Initially the company         
    classified the preference shares as equity, but has retrospectively         
    adjusted the classification to a debt instrument, amounting to R13.5        
    million with an embedded call option liability amounting to R19.1 million.  
On initial recognition and subsequent re-measurement the preference shares  
    and the embedded call option liability were measured at fair value, based   
    on the prevailing interest rates, the Beige share price, the conversion     
    ratio, and the strike price of 15 cents per ordinary share.  Beige has re-  
measured the embedded call option liability to fair value at balance sheet  
    date to R2.4 million (2008: R17.3 million).  As a result, Beige has         
    recorded a gain of R14.9 million (2008: R1.9 million) in profit and loss,   
    due to the decrease in the Beige share price.                               
2    91 716 667 (2008: 4 316 667) shares held as treasury stock have been       
    subtracted from the respective share totals for purposes of calculating     
    earnings per share information.                                             
3    Diluted per share information has been incorporated to show the potential  
effect of the dilution for 21 300 090 (2008: 18 233 387) options held by    
    directors and senior management to subscribe for new shares at 7.5 cents    
    per share, equating to a dilutive effect of 11 562 423 (2008: 11 010 222)   
    ordinary shares.  The directors and senior management options, which were   
approved by shareholders at the general meeting held on 13 November 2006,   
    were granted with effect from 1 April 2006 and expire on 31 March 2011.  In 
    addition, dilution allowing for the conversion of the redeemable            
    convertible preference shares has been assumed at nil in the current year   
and 99 999 998 dilutive ordinary shares in the prior year.                  
Consolidated Condensed Cash Flow Statement                                      
                             Reviewed          Restated                         
                             31 March 2009     31 March 2008                    
R`000             R`000                            
Net cash inflow/(outflow)     12 969            (1 747)                         
from operating activities                                                       
Net cash outflow from         (49 814)          (224 031)                       
investing activities                                                            
Net cash (outflow)/ inflow    (7 890)           227 465                         
from financing activities                                                       
Net (decrease)/increase in                                                      
cash and cash equivalents     (44 735)          1 687                           
Cash and cash equivalents at                                                    
the beginning of the year     24 061            22 374                          
Cash and cash equivalents at  (20 674)          24 061                          
the end of the year                                                             
Group Statement of Changes in Equity                                            
            Ordi  Ordi Ordi  Pre-  Pre-  Reva  Shar  Acum Tota                  
            nary  nary nary  fere  fere  l-    e     u-   l                     
shar  Trea Shar  nce   nce   uati  base  late R`00                  
            e     sury e     shar  shar  on    d     d    0                     
            capi  Shar prem  e     e     Rese  paym  loss                       
            tal   es   ium   capi  prem  rve   ent   R`00                       
R`00  R`00 R`00  tal   ium   R`00  rese  0                          
            0     0    0     R`00  R`00  0     rve                              
                             0     0           R`00                             
                                               0                                
Balance at   7     143  123   -     -     -     1     (62  70                   
01 April     719        127                     544   173) 360                  
2007                                                                            
Prior year                                            (576 (576                 
adjustments                                           )    )                    
Restated                      -     -     -                                     
balance at   7     143  123                     1     (62  69                   
01 April     719        127                     544   749) 784                  
2007                                                                            
Ordinary     8     -    170   -     -     -     -     -    179                  
shares       775        771                                546                  
issued                                                                          
Preference   -     -    (15   143   14    -     -     -    -                    
shares                  000)        857                                         
issued                                                                          
Utilisation                                                                     
of treasury  100   (100 -     -     -     -     -     -    -                    
shares             )                                                            
Revaluation  -     -    -     -     -     9     -     -    9                    
of property                               202              202                  
Share        191   -    1     -     -     -     -     -    1                    
options                 334                                525                  
Employees                                                                       
share                                                                           
option                                                                          
scheme:                                                                         
- value of                                                                      
employee           -    -     -     -     -     219   -    219                  
services                                                                        
- proceeds                                                                      
from shares  57    -    371   -     -     -     -     -    428                  
issued                                                                          
Loss for                                                                        
the year as  -     -    -     -     -     -     -     (24  (24                  
previously                                            982) 982)                 
reported                                                                        
Balance at                                                                      
31 March     16    43   280   143   14    9     1     (87  235                  
2008         842        603         857   202   763   731) 722                  
Prior year                    (143  (14   (339        (29  (44                  
adjustments                   )     857)  )           577) 916)                 
                                                     **                         
Restated                                                                        
balance at   16    43   280   -     -     8     1     (117 190                  
31 March     842        603               863   763   308) 806                  
2008                                                                            
Treasury                                                                        
shares held  (874  -    (6    -     -     -     -     -    (7                   
by           )          127)                               001)                 
subsidiary                                                                      
Employees                                                                       
share                                                                           
option                                                                          
scheme:                                                                         
- value of                                                                      
employees    -     -    -     -     -     -     216   -    216                  
services                                                                        
Profit for   -     -    -     -     -     -     -     29   29                   
the year                                              063  063                  
Balance at                                                                      
31 March     15    43   274   -     -     8     1     (88  213                  
2009         968        476               863   979   245) 084                  
** The restatement includes total restatements of losses accounted for in the   
income statement of R14.7 million, an embedded loss on an embedded call option  
liability of R17.4 million and a reversal of a profit of R2.5 million on Beige  
shares returned, directly accounted for in equity.                              
1 Segmental analysis                                                            
for the year ended 31                                                           
March 2009             Outsource  Plasti                                        
                      Manufactu  c       Other Group                            
                      ring       Produc  R`000 R`000                            
                      R`000      ts                                             
R`000                                          
                                                                                
Segment revenue                                                                 
- year ended 31 March  504 438    94 582  -     599                             
2009                                            020                             
- year ended 31 March  386 715    65 497  -     452                             
2008                                            212                             
Segment operating                                                               
profit/(loss)                                                                   
- year ended 31 March  38 701     (7      19    30 948                          
2009                              772)                                          
- year ended 31 March  24 753     (5      1 127 19 914                          
2008                              966)                                          
Segment profit/(loss)                                                           
before taxation                                                                 
- year ended 31 March  35 197     (11     11    35 540                          
2009                              279)    622                                   
- year ended 31 March  37 394     (78     2 012 (39                             
2008                              632)          226)                            
Segment assets                                                                  
- year ended 31 March  320 119    153     4 160 478                             
2009                              751           030                             
- year ended 31 March  307 637    127     25    460                             
2008                              950     272   859                             
Segment liabilities                                                             
- year ended 31 March  169 466    47 644  47    264                             
2009                                      836   946                             
- year ended 31 March  171 769    45 789  52    270                             
2008                                      495   053                             
                                                                                
2. Prior year adjustments                                                       
                                                                                
The following restatements in respect of prior year adjustments can be        
  summarised as follows:                                                        
                                                            2008                
                                                            R`000               

  Total equity                                              236 298             
  previously reported                                                           
                                                                                
Adjustments to                                                                
  prior year income                                                             
  statement, increase                                       (14                 
  / (decrease) in                                           650)                
profit                                                                        
                                                                                
                                Income             Income                       
                                before             after                        
Note     tax       Tax      tax                          
  Increase in                                                                   
  operating expenses   1        (7 831)   2 068    (5 763)                      
  due to Crystal Pack                                                           
irregularities                                                                
  Stock valuations                                                              
  previously           2        (1 951)   546      (1 405)                      
  overstated                                                                    
Fair value                                                                    
  adjustment on                                                                 
  acquisition of       3        (2 160)   (403)    (2 563)                      
  business and                                                                  
expenses restated                                                             
  Deferred tax                                                                  
  adjustment on        3        -         (2 393)  (2 393)                      
  acquisition of                                                                
business                                                                      
  Amortisation of                                                               
  customer             3        (2 133)   597      (1 536)                      
  relationships                                                                 
Fair value                                                                    
  adjustments on       5        (497)     139      (358)                        
  loans and                                                                     
  preference shares                                                             
Gain on the re-      5        1 868     -        1 868                        
  measurement of an                                                             
  embedded conversion                                                           
  option liability                                                              
Profit reversed on                                                            
  Beige shares         4        (2 500)   -        (2 500)                      
  returned                                                                      
                                (15       554      (14                          
204)               650)                         
                                                                                
  Adjustments to                                                                
  other changes                                                                 
(increase) /                                                                  
  decrease in equity                                                            
                                Income             Income                       
                                before             after                        
Note     tax       Tax      tax                          
                                                                                
  Deficit in fair                                                               
  value of preference  5                                    (17 427)            
share and option                                                              
  liability                                                                     
  Decrease in                                                                   
  preference share                                                              
capital (restated                                                             
  as debt at fair      5                                    (15 000)            
  value)                                                                        
                                                                                
Profit on Beige                                                               
  shares returned      4                                    2 500               
  accounted for in                                                              
  equity                                                                        
Other                                                     (915)               
                                                                                
  Total equity                                              190 806             
  restated                                                                      
Adjustments to the cash flow                                                    
The cash flow results for the previous period were restated in order to account 
for the businesses acquired from date of acquisition and not for the full       
financial year. The restatements had the effect of increasing the net cash      
generated from operating activities with R13.1 million, increasing cash used in 
investing activities with R8.2 million and decreasing the cash used in financing
activities with R4.9 million.                                                   
Adjustments to number of diluted shares                                         
The diluted numbers of shares were adjusted for the full effect of the          
conversion of preference shares into ordinary shares and an adjustment to the   
calculation of the option held by directors and senior management to subscribe  
for ordinary shares. This restatement had the effect of increasing the number of
dilutive weighted average shares from 1 350 659 to 1 443 436.                   
Notes:                                                                          
1.     As a result of certain material accounting irregularities                
      identified at Crystal Pack Pty Ltd ("Crystal Pack"), the                  
prior year results are required to be restated.                           
2.     Overheads were incorrectly allocated in previous years to                
      inventory of certain subsidiaries instead of cost of sales.               
3.     As part of business combinations previously acquired by the              
group (Quality Products Pty Ltd ("Quality Products"),                     
      Crystal Pack and Lornamead Pty Ltd ("Lornamead")), certain                
      restatements were required on the purchase price allocation.              
      This resulted in the restatement of intangible assets namely              
customer relationships and goodwill, changes to the fair                  
      value of loans, as well as an increase in deferred tax                    
      assets.                                                                   
4.     During the previous financial year shares to the value of                
R2.5 million were returned to Beige as part of a settlement.              
      This was treated as income, but was subsequently allocated                
      to reserves.                                                              
5.     In the previous financial year the company issued to its                 
ordinary shareholders a capitalisation award of redeemable                
      preference shares that are convertible into ordinary shares               
      at the holder`s option. Initially the company classified the              
      preference shares as equity, but has retrospectively                      
adjusted the classification to a debt instrument amounting                
      to R13.2 million with an embedded call option liability                   
      amounting to R19.1 million. Beige has re-measured the                     
      embedded call option liability to fair value at 31 March                  
2008 at R17.3 million.                                                    
The effect of the prior year adjustments set out above on the consolidated      
results of the group for the previous year can be summarised as follows:        
Consolidated Condensed Balance   As         Adjustments  Restated               
Sheet                            previously R`000        2008                   
                                reported                R`000                   
                                2008                                            
                                R`000                                           

Assets                                                                          
Non-current assets               245 654    (4 850)      240 804                
Property, plant and equipment    112 791    (541)        112 250                
Intangible assets                118 031    (2 808)      115 223                
Deferred income tax assets       14 832     (1 501)      13 331                 
                                                                                
Current assets                   228 038    (7 983)      220 055                
Inventories                      62 580     (4 808)      57 772                 
Trade and other receivables      117 020    (3 175)      113 845                
Cash and cash equivalents        48 438     -            48 438                 
Total assets                     473 692    (12 833)     460 859                

                                                                                
Equity                                                                          
Capital and reserves             236 298    (45 492)     190 806                
attributable to equity holders                                                  
of the company                                                                  
Share capital                    17 028     (143)        16 885                 
Share premium                    295 460    (14 857)     280 603                
Other reserves                   10 965     (339)        10 626                 
Accumulated loss                 (87 155)   (30 153)     (117                   
                                                        308)                    
Total equity                                                                    

Liabilities                                                                     
Non-current liabilities          51 581     32 843       84 424                 
Borrowings                       51 581     15 564       67 145                 
Preference share option          -          17 279       17 279                 
Deferred tax                     -          -            -                      
Current liabilities              185 813    (184)        185 629                
Trade and other payables         127 605    (184)        127 421                
Current income tax liabilities   3 443      -            3 443                  
Borrowings                       30 388     -            30 388                 
Bank overdrafts                  24 377     -            24 377                 
Total equity and liabilities     473 692    (12 833)     460 859                
Consolidated Condensed Income        As       Adjustme  Restated                
Statement                            Previous nts       2008                    
                                    ly       R`000     R`000                    
                                    Reported                                    
2008                                        
                                    R`000                                       
                                                                                
Revenue                              454 611  (2 399)   452 212                 
Cost of sales                        (356     (4 800)   (361                    
                                    467)               267)                     
Gross profit                         98 144   (7 199)   90 945                  
Distribution costs                   (9 156)  -         (9 156)                 
Administrative expenses              (56 100) (5 775)   (61 875)                
Operating profit                     32 888   (12 974)  19 914                  
Goodwill impairment                  (70 535) -         (70 535)                
Discount on acquisition              12 719   -         12 719                  
Gain on the re-measurement of an              1 868     1 868                   
embedded conversion option                                                      
liability                                                                       
Net loss before finance costs        (24 928) (11 106)  (36 034)                
Finance income                       6 460    (3 601)   2 859                   
Finance costs                        (5 554)  (497)     (6 051)                 
Loss before income tax               (24 022) (15 204)  (39 226)                
Income tax expense                   (960)    554       (406)                   
Loss for the year                    (24 982) (14 650)  (39 632)                
Consolidated Condensed Cash Flow     As       Adjustme  Restated                
Statement                            previous nts       2008                    
                                    ly       R`000     R`000                    
Reported                                    
                                    2008                                        
                                    R`000                                       
                                                                                
Net cash outflow from operating      (14 842) 13 095    (1 747)                 
activities                                                                      
Net cash outflow from investing      (215     (8 199)   (224                    
activities                           832)               031)                    
Net cash inflow from financing       232 361  (4 896)   227 465                 
activities                                                                      
Net increase in cash and cash        1 687    -         1 687                   
equivalents                                                                     
Cash and cash equivalents at the     22 374   -         22 374                  
beginning of the year                                                           
Cash and cash equivalents at the     24 061   -         24 061                  
end of the year                                                                 
COMMENTARY                                                                      
The directors of Beige are pleased to announce the reviewed results for the year
ended 31 March 2009.  These results show the consolidated position of Beige, the
largest fully empowered contract manufacturer in the personal care industry.    
1    Accounting policies                                                        
The consolidated results are reported in accordance with International Financial
Reporting Standards ("IFRS").                                                   
The condensed consolidated financial statements for the year ended 31 March 2009
were prepared in accordance with IAS 34 `Interim Financial Reporting`, the      
requirements of the Companies Act of South Africa and in compliance with the    
Listing Requirements of the JSE Limited.                                        
The principal policies used in the preparation of the results for the year ended
31 March 2009 are consistent with those applied for the year ended 31 March     
2008.                                                                           
2    Reviewed results                                                           
PricewaterhouseCoopers Inc, the group`s independent auditors, have reviewed the 
condensed consolidated financial information for the year ended 31 March 2009,  
that comprise the condensed consolidated balance sheet at 31 March 2009, the    
condensed consolidated income statement,  condensed consolidated statement of   
changes in equity, and condensed consolidated cash flow statement for the year  
then ended, and have expressed an unqualified review opinion on these condensed 
consolidated financial statements.  The review opinion is available for         
inspection at the company`s registered office.                                  
3.   Group review                                                               
Beige is a registered holding company operating through thirteen subsidiaries.  
The Beige group primarily operates as a contract manufacturer, manufacturing and
distributing cosmetics, soaps, laundry soaps and allied products on behalf of   
brand owners for the local and international home and personal care industry.   
During 2007, the company diversified its operations through the acquisition of a
manufacturing business to complement its contract manufacturing operations.     
Beige is listed on the Alternative Exchange ("AltX") of the JSE Limited.        
During the year under review, with the exception of Crystal Pack, which was     
acquired in the prior year and further details of which are provided below, all 
the operating units performed significantly better than the prior comparative   
period.  Quality Products, the largest subsidiary, saw continued increase in    
organic growth, from both key and new customers.  The combined operations at    
Chloorkop and Argo Soap and Chemicals (Pty) Ltd have also showed substantially  
improved operational and financial results.  Beige has made additional          
investments in infrastructure and capacity and both the Durban and Johannesburg 
operations have been expanded.  Amcos Cosmetics International (Proprietary)     
Limited ("Amcos") has been included for a full year following its acquisition   
with effect from 01 January 2008.  RAP Products International (Proprietary)     
Limited ("RAP") has been consolidated into the group from September 2008.       
The company continues to experience a growth in demand for the goods and        
services that it provides.  The second six months showed a change in product    
demand, with consumers substituting luxury products for more affordable         
products.                                                                       
Update on the acquisition of Crystal Pack                                       
During the previous financial year the company acquired 100% of Crystal Pack and
related manufacturing contracts ("Star"), which acquisition was approved by     
shareholders at a general meeting held on 31 May 2007.  Shareholders were       
previously advised on SENS that the board of directors uncovered material       
accounting irregularities at Crystal Pack, a wholly-owned subsidiary of Beige.  
Suspicions were raised in September 2008 and Beige immediately commissioned a   
forensic audit into Crystal Pack`s financial affairs.  Crystal Pack was acquired
by Beige from the CAVI consortium from 1 July 2007 and was subject to profit and
other warranties for the year to 31 March 2008.  The forensic audit revealed    
accounting irregularities, which Beige is of the opinion, constitutes serious   
manipulation of financial accounts from both prior to the Crystal Pack          
acquisition date, and during the warranty period.  The matter has been referred 
to the National Prosecuting Authorities and steps are being taken to recover    
damages and/or losses from the various parties associated with Crystal Pack.    
Subsequent to year end, the CAVI Consortium has signed an agreement with Beige  
for the return and cancellation of 56 887 561 shares, being the balance of the  
shares received by the CAVI Consortium members, excluding the Giddings family,  
and will jointly pursue damages and recovery of losses from the Giddings family,
together with Beige.                                                            
The financial effects of the irregularities above have mostly affected the      
financial results of the prior year ended 31 March 2008 and these results have  
consequently been restated.  Since December 2008, Beige has taken management    
control of Crystal Pack and has managed to turn the operations around from      
incurring large monthly losses to a breakeven position by March 2009.  Crystal  
Pack is expected to become profitable in the forthcoming year.                  
Restatement of prior year results                                               
The prior year results have been restated due to, inter alia, the Crystal Pack  
accounting irregularities.  Full details of all restatements are set out in     
section 2.                                                                      
4.   Financial and operational overview                                         
The growth in turnover and business of Beige has continued in the year under    
review and the board is pleased with the results, which reflect the continued   
implementation of the organic and acquisitive growth strategy underway at Beige.
Revenue increased substantially from R452 million in the comparative period to  
R599 million for the year under review, an increase of 33%.  The gross profit   
increased by 31% to R119 million from R91 million and the gross profit margin   
has remained consistent at 20%.                                                 
Distribution costs have increased due to the increased levels of business, along
with administration costs which increased by nearly 22%.  This increase in costs
was primarily due to increased administration costs from Amcos, which was       
consolidated for a full year for the first time as well as RAP, which was       
consolidated from September 2008.  The group also incurred certain non-recurring
costs such as the relocation of the Amcos factory into the Chloorkop facility.  
The incorporation of the RAP facility into the Crystal Pack facility is         
currently under way and is due to be completed shortly.                         
The profit before tax (after adjusting for non-recurring items and unrealised   
financial instrument gains) for the group increased by 23% to R21 million from  
R17 million. The adjustments can be set out as follows:                         
2009        2008                 
                                               R`000       R`000                
  Group profit/(loss) for the year before      35 540      (39 226)             
  income taxation                                                               
Non-recurring and unrealised financial                                        
  instrument positions to be                                                    
  adjusted to assess the results of the                                         
  group, namely:                                                                
Gain on re-measurement of embedded                                            
  conversion option liability arising from     (14 917)    (1 868)              
  the decrease in the Beige share                                               
  Headline earning adjustment (mainly net      -           57 800               
impairment)                                                                   
                                                                                
                                               20 623      16 706               
                                                                                
The profits were adjusted for the headline earnings adjustments, as well as the 
re-measurement of the preference shares and the embedded call option liability  
measured at fair value, based on the prevailing interest rates, the Beige share 
price, the conversion ratio, and the strike price of 15 cents per ordinary      
share, namely unrealised gain of R14.9 million (2008: R1.8 million).            
Finance costs increased substantially over the prior period due to the company  
having to finance Crystal Pack losses and related working capital requirements. 
Finance costs include the preference dividend in accordance with IAS32 and      
IAS39.                                                                          
Taxation is approximately R6 million higher due to deferred taxation assets     
being raised in the prior year against assessable losses.  The taxation rate is 
also affected by permanent differences due to the interest on preference shares 
not being deductable for taxation.                                              
The Competition Commission gave their unconditional approval for Beige to       
acquire 100% of Amcos in December 2007 and the Beige management team, in        
conjunction with the Amcos managing director, have been instrumental in turning 
this business around, with Amcos now contributing positively to the group.      
During the year under review, Amcos has been relocated and integrated into the  
Chloorkop facility.                                                             
In addition, the Competition Commission gave their unconditional approval for   
Beige to acquire 100% of the shares in RAP at the end of August 2008 and the    
results of RAP have been consolidated into the group from September 2008.  RAP  
carries on the business of manufacturing injection and blow moulded plastic     
packaging products, primarily for the cosmetics industry.                       
These initiatives all form part of a strategic decision by management to grow   
market share in a controlled fashion and to obtain critical mass at the         
factories.  The long term benefits of this growth strategy include the          
optimisation of available production capacity, improvements in efficiency and   
the achievement of greater benefits resulting from consolidated procurement.    
5.   Acquisitions and issue of shares                                           
    In August 2008, the group acquired 100% of the share capital of RAP for a   
    cash consideration of R17.1 million                                         
The acquired business contributed revenues of R36.4 million and net profit  
    of R1.3 million to the group for the period from acquisition to 31 March    
    2009. If the acquisition had occurred on 1 April 2008, consolidated revenue 
    and consolidated profit for the year ended 31 March 2009 would have been    
R45.6 million and R1.1 million respectively.                                
Details of net assets acquired and goodwill are as follows:                     
                                    R million                                   
                                                                                
Purchase consideration:                                                      
   Cash paid                        14.7                                        
   Direct  costs  relating  to  the 2.4                                         
   acquisition                                                                  
Total purchase consideration     17.1                                        
   Purchase   price  allocated   as                                             
   follows:                                                                     
   Fair  value  of net identifiable 11.2                                        
assets acquired                                                              
   Goodwill                         5.9                                         
                                    17.1                                        
No shares have been issued during the year under review.  However, shareholders 
are referred to paragraph 6 below.                                              
6.   Repurchases of and cancellations of shares                                 
    During the year under review, Beige repurchased 87 400 000 shares at a      
    total value of R7 000 740 under its general authority.  The repurchased     
shares are held as treasury shares.                                         
    In addition, shares that were issued in relation to Crystal Pack profit     
    warranties are to be cancelled ab initio in terms of agreements signed with 
    CAVI Consortium members as mentioned in paragraph 1 above.  At the date of  
this announcement agreements have been signed for the cancellation of 56    
    887 561 shares.                                                             
7.   Prospects                                                                  
    The group has excellent prospects for strong, sustained growth in earnings. 
Improved performance in the coming year is expected with the integration of 
    Amcos into the Chloorkop facility, the recent operational turnaround of the 
    Crystal Pack operations, the intended merging of the Crystal Pack and RAP   
    facilities and the strengthened management at Crystal Pack with the         
introduction of the RAP management team.  Beige expects synergies and cost  
    benefits to flow in due course.                                             
8.   Director appointments and resignations                                     
    Following receipt of Competition Commission approval for the acquisition by 
Thebe Investment Corporation (Proprietary) Limited of a 33.45% interest in  
    Beige, Messrs. V Khanyile and M Fandeso were appointed to the board with    
    effect from 17 March 2009, whilst Ms L Gadd and Mr J Alderslade were        
    appointed as alternate directors to Messrs. Khanyile and Fandeso.  Messrs.  
John Black and Yaseen Bhayat resigned from the board with effect from 16    
    March 2009, following the disposal by Thebe Medicare (Proprietary) Limited  
    of its investment in Beige.  Mr G Anderson resigned as a director with      
    effect from 31 December 2008, whilst Mr M ten Hope resigned as a director   
with effect from 18 August 2008.                                            
9.   Change in auditors                                                         
    During the year under review, PricewaterhouseCoopers Inc. were appointed as 
    auditors to the company.                                                    
10.  Dividends                                                                  
    Pursuant to the acquisition of Crystal Pack in the prior year, a            
    capitalisation award of redeemable, convertible, cumulative 8% preference   
    shares was made to ordinary shareholders, prior to the issue of shares to   
the vendors of Crystal Pack.  The capitalisation award was made in the      
    ratio of one preference share for every 55.03271 Beige ordinary shares      
    held.  The first preference share dividend of 8.40 cents was paid to all    
    preference shareholders recorded in the preference share register of the    
company at the close of business on 29 August 2008.                         
    No ordinary dividend has been declared for the year ended 31 March 2009.    
11.  Contingent assets                                                          
    Beige has initiated legal action against all parties who have been involved 
in the material accounting irregularities at Crystal Pack and preliminary   
    steps to recover all amounts involved, including costs and damages have     
    commenced.  No asset in relation to this claim has been recognised in these 
    results as the claim is in a preliminary stage.                             
12.  Subsequent events                                                          
    Subsequent to year end, the company has acquired 51% of Herbal &            
    Homeopathic (Proprietary) Limited, for an amount of R3 million settled in   
    cash, which company contract manufactures nutri-ceutical products.  The     
acquisition is in line with the group`s strategy to become the preferred    
    contract packing manufacturer in South Africa, supplying more products to   
    its customer base.                                                          
By order of the Board                                                           
Monwabisi Fandeso               Mark Di Nicola                                  
Chairman                        Chief Executive Officer                         
01 July 2009                                                                    
Johannesburg                                                                    
Company Secretary and Registered Office                                         
Arcay Client Support (Pty) Ltd (Registration number                             
1998/025284/07)                                                                 
Arcay House, Number 3 Anerley Road, Parktown, 2193                              
PO Box 62397, Marshalltown, 2107                                                
Directors                                                                       
MP Fandeso*; MM Di Nicola Chief Executive Officer; MC Easter                    
Financial Director; MM du Preez*; VP Khanyile*; LI Karp*; RH                    
Weissenberg*                                                                    
(* Non-executive)                                                               
Designated Advisor              Transfer Office                                 
Arcay Moela Sponsors (Pty) Ltd  Link Market Services South                      
Africa (Pty) Ltd                                 
Date: 01/07/2009 07:30:01 Produced by the JSE SENS Department.                  
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