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Wed 14 Oct 2009, 16:00 AGI - AG Industries - Reviewed Results For The Year Ended 30 June 2009
AGI
AGI                                                                             
AGI - AG Industries - Reviewed Results For The Year Ended 30 June 2009          
AG INDUSTRIES LIMITED                                                           
("AGI" or "the Group")                                                          
Registration number: 1980/004051/06                                             
Share code: AGI & ISIN: ZAE000039467                                            
AG Industries Limited                                                           
Reviewed results for the year ended 30 June 2009                                
SALIENT FEATURES                                                                
-  F2009 the worst year in the Group`s 29-year history                          
-  Revenue decreased by 8% (2008: increased 4%)                                 
-  Loss from operations R78,3 million (2008: profit R27,5 million)              
-  Headline loss per share of 72,8 cents per share (2008: 15,4 cents per        
share)                                                                          
-  Focused financial and operational re-engineering process implemented         
-  Sale of International and Sheerline divisions on track                       
Commentary                                                                      
Introduction                                                                    
The year to 30 June 2009 can be described as the worst in AGI`s 29-year         
history. The current international economic climate has been well documented    
and the fall-out created from the global credit crisis is well known in         
South Africa. Within the construction sector, the residential building          
sector has been severely impacted by the dramatic change in economic            
conditions. As AGI is heavily dependent on residential development, the         
rapid decline from a period of unprecedented market demand to the current       
slump has had a dramatic impact on the trading performance of the Group.        
During 2007 at the height of the construction boom, AGI embarked on an          
aggressive expansion programme to increase its capacity to meet the rising      
demand for glass and aluminium building related products. Included were a       
number of new premises and an increase in headcount to cope with the            
anticipated sales growth. Trading became increasingly difficult in the          
second half of the current financial year in all the Group`s markets as the     
effects of the credit freeze impacted demand. There was a significant drop      
in new building construction in both the residential and commercial sector      
of the market, as well as declining volumes in the manufacturing sector. In     
South Africa, the strength of the Rand resulted in importers entering the       
market, placing further competitive pressure on the Group. The country`s        
infrastructure spend programme partially alleviated the position, but could     
not compensate for the weak housing construction market. As a result of all     
these factors, the Group was left with serious financial and funding issues.    
Actions taken                                                                   
The three-year restructure plan adopted by the Group in the prior financial     
year was focused on operational efficiencies but it did not anticipate the      
significant decline in demand experienced in the second half of the             
financial year. This has now necessitated a further restructure of the          
Group.                                                                          
During the current financial year, the Group continued its focus on             
efficiencies by instituting further ongoing cost reduction programmes. In       
South Africa, these included short-time working weeks, retrenchments,           
consolidation of certain operations and effective working capital               
management. However, these actions had little or no impact in buffering the     
high fixed costs of the Group`s various large manufacturing facilities as       
revenues and margins deteriorated, consequently the Group incurred              
significant operating losses, as set out in the financial review below.         
In light of these losses, the Group is implementing a financial restructure     
programme to further right-size the Group and to retain the support of its      
financiers. Management consider that they have explored all options to raise    
capital and to sell non-core assets to recapitalise the Group effectively.      
The Group signed agreements for the sale of both the International and          
Sheerline divisions in September 2009. Although these sales are subject to      
regulatory approvals, the Group expects this process to be completed during     
the first half of the 2010 financial year where approximately R72 million in    
cash will be realised.                                                          
During the current financial year, the Group raised additional short-term       
funding of R25,0 million to meet its ongoing current commitments which          
included some restructure costs. Furthermore, the Group is in discussions       
with its bankers regarding the recapitalisation of the Group. Should this be    
successful, additional new capital will be injected into the Group and          
gearing will be substantially reduced.                                          
The restructure plan includes the simplification of the Group structure,        
with a substantially reduced overhead cost structure. Plans to right-size       
the Group into a sustainable business include consolidating the Gauteng         
manufacturing operations into one location at the Roodekop facility,            
centralising operations in the Western Cape, the sale of the non-core           
assets, together with the renegotiation of certain rental lease agreements.     
This plan will reduce headcount, rationalise sites as well as improve           
organisational integration, which would restore the Group to profitability      
at current volumes.                                                             
Financial review                                                                
Income statement                                                                
Group revenue decreased by 8% to R1,1 billion (2008: R1,2 billion) as a         
result of a significant drop in revenue in the second half of the financial     
year. The decrease in revenue, along with a 6% decrease in material gross       
margins resulting from price compression due to all-time low demand,            
resulted in the profit before depreciation decreasing to a loss of R48,2        
million (2008: profit R54,8 million). This loss includes once-off costs of      
around R24,9 million relating to retrenchment costs, together with the          
selling of slow moving stock at below cost to generate cash. Although the       
Group managed to reduce total overheads in the current year, it was not         
enough to offset the decrease in revenue and material gross profit.             
The loss before net financing costs and share of profit of associates was       
further exacerbated by the impairment of R150,9 million (2008: R1 million)      
of goodwill, property, plant and equipment ("PPE") and assets held for sale.    
As certain PPE was operating at levels well below capacity, the value of        
these assets were impaired, either fully or partially, in line with their       
value in use. An impairment of goodwill was also necessary in respect of the    
Finished Goods, Extrusions and Services divisions due either to continued       
losses or the discontinuation of certain product lines.                         
There was a further impairment of goodwill in both the International and        
Sheerline divisions as these businesses will be sold based on a net tangible    
asset valuation. Given the valuation mechanism used in the sale of              
Sheerline, a further fair value adjustment was provided for in respect of       
the write-down of the assets held for sale, as a result of an expected          
shortfall on the disposal of this division.                                     
Although gearing increased significantly from 67% to 346%, net financing        
costs decreased by 8% to R43,7 million (2008: R47,4 million) due to interest    
rate cuts in the year under review.                                             
A loss before net financing costs and share of profit of associates of          
R226,4 million (2008: profit R25,5 million) was incurred due to the lower       
operating margins resulting from the Group`s underutilisation in capacity,      
increased depreciation and the impairment of assets.                            
Associate companies contributed a decreased share of profit of R1,1 million     
(2008: R2,9 million) as a result of the impact of the decline in the            
residential and autoglass sector of the market.                                 
The Group did not receive any tax relief in the current year due to the         
reversal of deferred taxation assets previously raised, the non-raising of      
deferred taxation assets in the current year and the non-deductibility of       
goodwill impairments. Management deemed it prudent to reverse the deferred      
taxation assets previously raised on taxation losses following the continued    
losses of the previous two years. The Group has approximately R333 million      
(2008: R199 million) of tax losses to offset against future taxable income.     
All of the above factors resulted in a loss attributable to ordinary            
shareholders of R297,4 million (2008: loss R33,2 million) and a basic and       
headline loss per share of 145,6 cents per share and 72,8 cents per share       
respectively (2008: loss of 16,3 cents per share and 15,4 cents per share       
respectively).                                                                  
Balance sheet and cash flow                                                     
The working capital to revenue ratio improved to 21% (2008: 25%) as a result    
of improved working capital management, despite some of the Group`s major       
creditors reducing both terms and limits. Cash flow from operations before      
working capital changes was an outflow of R45,0 million (2008: inflow R59,3     
million) due to the operating losses. This was offset by a reduction in         
working capital of R78,1 million (2008: increase R38,2 million). This           
resulted in the net cash outflow from operating activities decreasing to        
R7,6 million (2008: R52,9 million).                                             
Gearing deteriorated to 346% (2008: 67%) as a result of the substantial         
decrease in the Group`s equity due to the increased operational losses, the     
impairment of unproductive assets and goodwill, the fair value adjustments      
on assets held for sale and the reversal and non-raising of deferred            
taxation assets on tax losses.                                                  
Total capital expenditure ("capex") for the financial year was R22,7 million    
(2008: R48,4 million), of which R15,7 million was incurred in the first half    
of the year.                                                                    
Capex on PPE reduced to R19,6 million (2008: R34,3 million). Replacement        
capex constituted 68% (2008: 73%) of the capex on PPE. While the Group has      
sufficient underutilised capacities at present, capital expenditure             
committed or authorised for the 2010 financial year has been drastically        
curtailed to R7,6 million. This relates mainly to replacement dies in the       
Extrusions Division of R4,9 million.                                            
Additional investments in subsidiaries of approximately R3,1 million (2008:     
R14,1 million) were made during the year under review in terms of an            
historic agreement to acquire the final 7,3% of West Cape Safety Glass (Pty)    
Limited ("West Cape") from the minority shareholder for a cash consideration    
of R3,1 million, effective 1 November 2008. West Cape is now a whollyowned      
subsidiary.                                                                     
Operational review                                                              
Southern African operations                                                     
The Southern African operations saw gross revenue (inclusive of inter-group     
revenue) decline 13% to R1,3 billion (2008: R1,5 billion), mainly as a          
result of a sharp decline in the residential and commercial sectors. This       
put pressure on the overhead to revenue ratios and operating margins, as        
demand and selling prices dropped, resulting in a loss from operations of       
R70,6 million (2008: profit R15,7 million).                                     
Unbeneficiated and Value-Added Glass                                            
This division, which consists of local Unbeneficiated and Value-Added Glass,    
contributed around 39% (2008: 36%) to the Group`s revenue. Revenue decreased    
by 3% to R568 million (2008: R587 million).                                     
Unbeneficiated Glass                                                            
Revenue in Unbeneficiated Glass (wholesale distribution of bulk and cut to      
size glass) decreased by 9% to R293 million (2008: R321 million). This was      
due to the sharp decline in both residential and commercial activity in the     
second half of the year under review.                                           
Although overheads were reduced in the first half of the year, it was           
inadequate to counter the effects of the sharp decline in revenue in the        
second half of the financial year. The operating margin declined to -1,6%       
(2008: 5,6%).                                                                   
The Group will continue to reduce the overhead to revenue ratio in line with    
economic activity.                                                              
Value-added Glass                                                               
Revenue increased by 3% to R275 million (2008: R266 million) mainly as a        
result of the trading operations of Ralphs Mirror and Glass (Pty) Limited       
being included for the full 12 months in the current year (the increase         
would have been 0,4% had it not been included). However, the increase in the    
overhead to revenue ratio following the underutilisation of capacity in all     
tempering facilities resulted in the operating margin decreasing                
significantly to 3,7% (2008: 11,1%). The division has impaired one of its       
tempering furnaces, with a net book value of R6,2 million, as it was idle in    
the current year due to excess tempering capacity within the Group.             
The Group will continue to right-size this business to the current economic     
activity, focusing on the non-residential market.                               
Value-added Aluminium                                                           
This division contributed around 36% (2008: 42%) to Group revenue. It           
consists of Finished Goods and the Extrusions manufacturing facility at         
Roodekop. Following the sharp economic slowdown in residential markets,         
revenue in this division decreased by 22% to R533 million (2008: R686           
million). Despite significant overhead reductions in the current year,          
operating margins were severely impacted by the drop in revenues and margins    
as a result of the decrease in demand and the deflationary effect of the        
aluminium commodity price during the year                                       
under review.                                                                   
Finished Goods                                                                  
Revenue declined by 18% to R314 million (2008: R385 million). The operating     
margin decreased significantly to -4,9% (2008: 1,7%) as a result of the         
drastic fall in market demand. Although significant overhead reductions were    
achieved, it did not abate the extent of the rapid decline in demand,           
particularly in the second half of the financial year.                          
Consequently, goodwill and PPE of R47,0 million and R14,4 million were          
impaired respectively.                                                          
The strategy of this division is to right-size the business to the current      
economic activity.                                                              
Extrusions (Roodekop)                                                           
Revenue decreased by 27% to R219 million (2008: R301 million), as a result      
of a decrease in inter-group revenue as well as the dramatic decline in         
commodity prices, particularly in the second half of the year under review.     
The decrease in revenue was substantially offset by a decrease in overheads.    
This resulted in the operating loss in this division improving to R9,1          
million (2008: loss R21,7 million). Despite the significant improvement year    
on year, PPE amounting to R18,5 million was impaired in the current year as     
a result of the continued losses in this division.                              
The focus of this division will be to continue to improve efficiencies,         
while maintaining volumes.                                                      
Sheerline                                                                       
Sheerline contributed 14% (2008:12%) to Group revenue. Although revenue         
increased by 3% to R203 million (2008: R198 million), both operating margin     
and prices were impacted due to the deflationary effects on the aluminium       
commodity price, coupled with a sharp decline in the residential sector of      
the market in the second half of the financial year. The operating loss         
therefore increased to R8,4 million (2008: profit R8,0 million) and the         
operating margin decreased significantly to -4% (2008: 4%).                     
In line with management`s decision to dispose of non-core assets to reduce      
the Group debt, an agreement was concluded with AGI Solutions (Pty) Limited,    
a subsidiary of the Group, and Wispeco Limited, a creditor of the Group, for    
the sale of the going concern of the Sheerline Division for a minimum of R45    
million and a maximum of R50 million.                                           
International operations                                                        
The Group`s international businesses contributed 12% (2008: 11%) to Group       
revenue. Revenue increased by 5% to R182 million (2008: R174 million). Due      
to a drop in margins as demand slowed, this business posted an operating        
loss of R7,7 million (2008: profit R11,9 million).                              
Both the United Kingdom and German businesses showed decreased revenue,         
profits and margins due to tougher market conditions. Mauritius continued to    
benefit from the boom in construction, with South East Asia breaking even in    
its first full year of trading.                                                 
In line with management`s decision to dispose of non-core assets, a heads of    
agreement for the sale of the International business was concluded in April     
2009 to a related party. The disposal was concluded on 29 September 2009.       
The sale was concluded on a net tangible asset basis, which resulted in the     
impairment of goodwill amounting to R23,2 million as at 30 June 2009.           
In line with the requirements of the JSE Limited an announcement showing the    
financial effects of the Sheerline and International disposals will be          
published in due course. The effective date of both the Sheerline and           
International disposals will be the first business day of the month             
following the fulfilment or waiver of certain suspensive conditions.            
Prospects                                                                       
As trading conditions are expected to remain difficult, the Group continues     
the implementation of both the operational and financial restructure plan,      
the objective of which is to reduce the costs and scope of operations so        
that profitability will be restored at present volumes and give the Group a     
solid financial structure.                                                      
This plan involves further consolidation of manufacturing operations, a         
critical review of the organisational structure to eliminate duplication and    
realise synergies and a rationalisation of the national footprint, all of       
which should result in significant savings. The main focus will be to align     
the business to best utilise the Group`s capacity by changing the Group`s       
structure to an integrated organisation with a substantially reduced            
overhead cost structure. The intention is to substantially reduce headcount     
through site and system rationalisation and organisational integration          
without damaging the core business of the Group and retaining sufficient        
capacity for growth.                                                            
The restructure is expected to cost around R36 million, which includes          
retrenchment, consolidation programmes and lease breakage costs. This will      
be financed out of the sale proceeds of the Sheerline and International         
divisions. These costs have not been accrued for at 30 June 2009 as the plan    
had not yet been implemented at this date.                                      
As part of the financial restructure programme, the Group is in discussions     
with various capital investors, bankers and other financiers to reduce          
interest-bearing debt (borrowings) to match the size of the business going      
forward and to ensure that the Group has sufficient funding and support from    
the bankers for the ensuing year. It is important to note that the              
restructure programme could not take place without the continued support of     
our bankers in which event the Group would not continue as a going concern.     
In this regard, the Group`s bankers have accorded an additional facility of     
R25 million to assist the Group until it is able to effect the restructure.     
The facilities are reviewed regularly subject to certain milestones being       
achieved during the financial restructure of the Group. Furthermore,            
significant progress has been made with a potential capital investor and it     
is expected that an announcement in this regard may be made early in            
November 2009.                                                                  
Going concern                                                                   
As a result of the Group`s high gearing and current levels of trading           
losses, coupled with the recessionary effects of the economy having a           
continued impact on the Group`s liquidity, the priority of the Group remains    
cash generation and realising value in both inventory and receivables. The      
Group`s financiers remain fully apprised of the Group`s results, liquidity      
challenges and future financial restructure plans. The Board acknowledges       
the continued support of the Group`s financiers and availability of current     
funding facilities, together with a need to recapitalise the business by way    
of a capital injection, remains vital to its future and success.                
At the time of approving the results for the year ended 30 June 2009, there     
were various material uncertainties relating to events or conditions that       
might cast significant doubt upon the Group`s ability to continue as a going    
concern. With this in mind, the directors advise that the Group still           
requires certain approvals from both the regulatory authorities and from        
shareholders for the approval of the sale of non-core assets and the            
recapitalisation of the Group to affect the financial restructure, as           
discussed above. This, together with the support from the Group`s               
financiers, should ensure the success of the financial and operational          
restructure.                                                                    
Although the auditors require certain approvals from the regulatory             
authorities and shareholders in general meeting, which were not yet             
available at the date of this report (see Review report below), the             
directors are of the opinion that these requirements will be met. Taking        
full cognisance of the issues referred to above, including the proposed sale    
of the non-core assets, the current restructure plans and the sales forecast    
going forward, the directors believe the going concern assumption to be         
appropriate.                                                                    
Should any of the critical requirements for the restructure not be met, an      
appropriate announcement will be made.                                          
Changes in directorate                                                          
Mr HF Brown was appointed as an Independent Non-Executive Director with         
effect from 28 February 2009.                                                   
Mr AA Barrell, the previous Group Chief Executive Officer, resigned with        
effect from 30 March 2009 and assumed the role of Non-Executive Deputy          
Chairman.                                                                       
Mr RJ Douglas was appointed as the Group Chief Executive Officer with effect    
from 30 March 2009.                                                             
Mrs J Martingano, the Managing Director of Africa Glass SA Holdings (Pty)       
Limited, resigned as Managing Director of the Southern African Operations       
with effect from 30 March 2009. She remained with the Group as an Executive     
Director until 30 June 2009, after which she resigned to become a Non-          
Executive Director.                                                             
Mr CP Kalil resigned as the Managing Director of the Aluminium Division and     
that of an Executive Director with effect from 30 April 2009.                   
Accounting policies and basis of preparation                                    
The condensed financial statements for the year ended 30 June 2009 were         
prepared in accordance with the International Accounting Standard 34 (IAS       
34: Interim Financial Reporting), the Companies Act and the JSE Limited         
Listing Requirements. The condensed financial statements are prepared on the    
historical cost basis except for the revaluation of financial instruments.      
The principle accounting policies adopted for the year ended 30 June 2009       
are consistent with those applied for the year ended 30 June 2008 in terms      
of IFRS. During the year, the Group adopted IAS 27 (Revised) - Consolidated     
and Separate Financial Statements, which is effective for annual periods        
beginning on or after 1 July 2009. The Group has elected the early adoption     
of this standard which has also resulted in the early adoption of IFRS 3        
(Revised) - Business Combinations. The impact of this is that the goodwill      
arising on the minority interest acquired in a subsidiary has been              
recognised directly to equity.                                                  
Review report                                                                   
The results for the year ended 30 June 2009 have been reviewed by the           
Company`s auditors, Deloitte & Touche. An adverse review opinion has been       
expressed on the accompanying financial information as follows: "Based on       
the information provided to us by management, the Group is in the process of    
obtaining new funding and renegotiating current bank facilities, which the      
Group is dependent on to continue as a going concern. The Group has the         
conditional continued financial support of the banks subject to certain         
suspensive conditions with regards to the sale of non-core assets and           
recapitalisation of the Group being finalised and the shareholder`s approval    
being obtained. These events indicate a material uncertainty which may cast     
significant doubt on the Group`s ability to continue as a going concern and     
therefore may be unable to realise its assets and discharge its liabilities     
in the normal course of business. Our review indicates that the financial       
statements are prepared on the going concern basis which, in our judgement,     
may be inappropriate in the circumstances." A copy of the review report is      
available for inspection at the Company`s registered office.                    
Subsequent events                                                               
No material events have occurred in the period between year-end and the date    
of this report other than the sales of the Sheerline and International          
divisions.                                                                      
Distribution to shareholders                                                    
Given the current performance and liquidity constraint of the Group, the        
current economic climate and the costs of restructure, the Board deems it       
prudent not to propose or declare a capital distribution, dividend or           
capitalisation share award for the year under review.                           
For and on behalf of the Board                                                  
RJ Douglas                                                                      
Group Chief Executive Officer                                                   
MJE Geldenhuys                                                                  
Group Financial Director and Company Secretary                                  
14 October 2009                                                                 
Condensed consolidated income statement                                         
for the year ended 30 June                                                      
                                              Reviewed   Audited                
                                              year ended year ended             
30 June    30 June                
                                              2009        2008                  
                                              R`000      R`000                  
Revenue                                        1 128 663  1 222 588             
(Loss)/profit before depreciation              (48 174)   54 842                
Depreciation                                   (30 172)   (27 306)              
(Loss)/profit from operations                  (78 346)   27 536                
Operating margin (%)                           (7)         2                    
Non-trading items                                                               
Loss on disposal of property,                                                   
plant and equipment                            (2 655)    (697)                 
Profit on disposal of investment               5 556      -                     
Loss on disposal of associate                   -         (356)                 
Impairment of property, plant                                                   
and equipment                                  (55 696)    (962)                
Impairment of goodwill                         (82 760)   -                     
Fair value adjustment of assets held for sale   (12 467)  -                     
(Loss)/profit before net financing costs                                        
and share of profit of associates              (226 368)  25 521                
Net financing costs                            (43 669)   (47 416)              
Share of profit of associates                  1 110      2 932                 
Loss before taxation                           (268 927)  (18 963)              
Taxation                                       (27 576)   (13 290)              
Loss for the year                              (296 503)  (32 253)              
Attributable to:                                                                
Equity holders of the parent company           (297 386)  (33 242)              
Minority interest                              883        989                   
Basic loss per share                                                            
Number of ordinary shares in issue (`000)      205 626    205 626               
Weighted average number of ordinary                                             
shares in issue (`000)                         204 261    204 149               
Diluted number of ordinary shares in                                            
issue (`000)                                   204 261    207 198               
Basic loss per ordinary share (cents)          (145,6)    (16,3)                
Diluted basic loss per ordinary share (cents)   (145,6)   (16,0)                
Headline loss per share                                                         
Reconciliation:                                                                 
Loss for the year attributable to                                               
equity holders of the parent company           (297 386)  (33 242)              
Loss on disposal of property,                                                   
plant and equipment                            2 655      697                   
Profit on disposal of investment               (5 556)    -                     
Loss on disposal of associate                  -          356                   
Impairment of property, plant                                                   
and equipment                                  55 696     962                   
Impairment of goodwill                         82 760     -                     
Fair value adjustment of assets held for sale  12 467     -                     
Tax effect of headline adjustments             722        (196)                 
Headline loss                                  (148 642)  (31 423)              
Headline loss per ordinary share (cents)       (72,8)     (15,4)                
Diluted headline loss per ordinary                                              
share (cents)                                  (72,8)     (15,2)                
Group segmental analysis                                                        
for the year ended 30 June                                                      
                                                Inter-                          
                                                segment                         
Southern                  sales       Total               
                      Africa     International  eliminated  Group               
                      R`000      R`000          R`000       R`000               
Geographical                                                                    
Revenue:                                                                        
Reviewed year ended                                                             
30 June 2009           1 288 372  182 121        (341 830)   1 128 663          
% to total             88         12                                            
Audited year ended                                                              
30 June 2008           1 459 569  173 900        (410 881)   1 222 588          
% to total             89         11                                            
Result:                                                                         
(Loss)/profit from                                                              
operations                                                                      
Reviewed year ended                                                             
30 June 2009           (70 622)   (7 724)        -           (78 346)           
% to total             90         10                                            
Audited year ended                                                              
30 June 2008           15 670     11 866         -           27 536             
% to total             57         43                                            
Reviewed              Audited                      
                             year ended            year                         
                                                   ended                        
                             30 June               30 June                      
2009                  2008                         
                             R`000        %        R`000        %               
Business segment                                                                
Revenue:                                                                        
Unbeneficiated products       460 630      31       483 885      30             
Value Added products                                                            
- Glass                       274 730      19       266 308      16             
- Aluminium - Finished goods  313 726      21       385 032      24             
- Extrusions      218 812      15       300 548      18              
- Sheerline                   202 595      14       197 696      12             
                             1 470 493    100      1 633 469    100             
Inter-segment                                                                   
sales eliminated              (341 830)             (410 881)                   
                             1 128 663             1 222 588                    
Condensed consolidated balance sheet                                            
as at 30 June                                                                   
Reviewed   Audited              
                                                30 June    30 June              
                                                2009       2008                 
                                                R`000      R`000                
ASSETS                                                                          
Non-current assets                                                              
Property, plant and equipment                    111 755    196 105             
Goodwill                                         38 425     121 522             
Investments and loans                            11 385     10 857              
Deferred taxation assets                         6 410      36 555              
                                                167 975    365 039              
Current assets                                                                  
Inventories                                      126 550    263 360             
Trade and other receivables                      142 851    238 968             
Assets held for sale                             110 413    -                   
Taxation                                         6 145       15 579             
Cash and cash equivalents                        7 634      24 101              
                                                393 593    542 008              
Total assets                                     561 568    907 047             
EQUITY AND LIABILITIES                                                          
Total equity                                                                    
Equity attributable to equity holders of the                                    
parent company                                   83 702     388 537             
Minority interest                                1 667      3 145               
85 369     391 682              
Non-current liabilities                                                         
Deferred taxation liabilities                    3 377      11 579              
Long-term interest-bearing debt                  41 332     68 274              
Long-term lease accrual                          24 486     20 035              
                                                69 195     99 888               
Current liabilities                                                             
Trade and other payables                         112 427    196 983             
Liabilities held for sale                        36 638     -                   
Other current liabilities                        2 136      2 571               
Short-term interest-bearing debt                 255 803    215 923             
                                                407 004    415 477              
Total equity and liabilities                      561 568   907 047             
Net asset value per ordinary share (cents)       41         189                 
Net tangible asset value per ordinary share                                     
(cents)                                          22         130                 
ADDITIONAL INFORMATION                                                          
Capital expenditure for the year                 22 653     48 373              
Capital expenditure committed or authorised      7 603      23 879              
Directors` valuation of investments and loans    11 385     10 857              
Finance and operating lease commitments          405 457    496 028             
Contingent liabilities                           7 396      2 124               
Cost of sales                                    700 758    698 934             
Taxation reconciliation                                                         
South African normal taxation at 28%             (75 300)   (5 310)             
Deferred taxation assets reversed/not raised     76 935     15 303              
Capital profits                                  (1 248)    (349)               
Change in tax rate                               (202)      841                 
Non-deductible expenses                          26 616     984                 
Other items                                      775        1 821               
Taxation per income statement                    27 576     13 290              
Condensed consolidated cash flow statement                                      
for the year ended 30 June                                                      
                                                Reviewed   Audited              
                                                year       year                 
                                                ended      ended                
30 June    30 June              
                                                2009       2008                 
                                                R`000      R`000                
Cash flows from operations before working                                       
capital changes                                  (45 001)   59 292              
Working capital changes                          78 109     (38 175)            
Net financing costs and taxation paid            (40 665)   (74 059)            
Net cash outflow from operating activities       (7 557)    (52 942)            
Additions to property, plant and equipment       (19 569)   (34 263)            
Proceeds on disposal of property, plant                                         
and equipment                                    1 673      165 321             
Dividend received from associate                  191       585                 
Decrease in investments and loans                5 608      1 813               
Minority interest acquired in subsidiary         (2 004)    (5 844)             
Net cash (outflow)/inflow from investing                                        
activities                                       (14 101)   127 612             
Other financing activities                       (23 445)   (56 394)            
Net cash outflow from financing activities       (23 445)   (56 394)            
Net (decrease)/increase in cash equivalents and                                 
bank borrowings                                  (45 103)   18 276              
Cash equivalents and bank borrowings at                                         
beginning of the year                            (161 901)  (183 386)           
Movement resulting from FCTR                     (4 411)    3 209               
Cash equivalents and bank borrowings at                                         
end of the year                                  (211 415)  (161 901)           
Cash and cash equivalents*                       17 972     24 101              
Bank borrowings*                                 (229 387)  (186 002)           
Cash equivalents and bank borrowings at                                         
end of the year                                  (211 415)  (161 901)           
* Includes cash and cash equivalents and bank borrowings of disposal group      
included in assets and liabilities held for sale.                               
Condensed consolidated statement of changes in equity                           
for the year ended 30 June                                                      
                                                                                
                                      Share                                     
                                      capital                                   
and       Other      Retained             
                                      premium   reserves   earnings             
                                      R`000     R`000      R`000                
Audited balance at 30 June 2007        81 491    3 343      327 540             
Treasury shares                        904       -          -                   
Movement in reserves                   -         7 835      140                 
Transfer to share-based compensation                                            
reserve                                -         526        -                   
Loss for the year                      -         -          (33 242)            
Dividend paid                          -         -          -                   
Minority interest acquired             -         -          -                   
Investment by minorities               -         -          -                   
Audited balance at 30 June 2008        82 395    11 704     294 438             
Movement in reserves                   -         (4 355)    (775)               
Transfer from share-based compensation                                          
reserve                                -         (1 278)    -                   
Loss for the year                      -         -          (297 386)           
Dividend paid                          -         -          -                   
Minority interest acquired in                                                   
subsidiary                             -         -          -                   
Goodwill on minority interest in                                                
subsidiary                             -         (1 041)    -                   
Minority interest transferred to                                                
liabilities held for sale              -         -          -                   
Reviewed balance at 30 June 2009       82 395    5 030      (3 723)             
                               Attributable to                                  
                               equity holders                                   
                                of the parent   Minority   Total                
company         interest   equity               
                               R`000            R`000      R`000                
Audited balance at 30 June 2007 412 374          4 511      416 885             
Treasury shares                 904              -          904                 
Movement in reserves            7 975            -          7 975               
Transfer to share-based                                                         
compensation reserve            526              -          526                 
Loss for the year               (33 242)         989        (32 253)            
Dividend paid                   -                (185)      (185)               
Minority interest acquired      -                (2 369)    (2 369)             
Investment by minorities        -                199        199                 
Audited balance at 30 June 2008 388 537          3 145      391 682             
Movement in reserves            (5 130)          -          (5 130)             
Transfer from share-based                                                       
compensation reserve            (1 278)          -          (1 278)             
Loss for the year               (297 386)        883        (296 503)           
Dividend paid                   -                (279)      (279)               
Minority interest acquired in                                                   
subsidiary                      -                (2 047)    (2 047)             
Goodwill on minority interest                                                   
acquired in subsidiary          (1 041)          -          (1 041)             
Minority interest transferred                                                   
to liabilities held for sale    -                (35)       (35)                
Reviewed balance at 30 June                                                     
2009                            83 702           1 667      85 369              
Directors: RJ Douglas+ (CEO), MJE Geldenhuys (Financial), JC Saville,           
HR Levin* (Non-Executive Chairman), AA Barrell* (Deputy Non-Executive           
Chairman), BE Danoher*?+, HF Brown*+, J Martingano*                             
*Non-Executive  ?Irish  +Independent  +British                                  
Registered office                                                               
Corner Kruger Street and Mimetes Road, Denver Extension 11, Johannesburg        
2094                                                                            
PO Box 40443, Cleveland 2022                                                    
Transfer secretaries                                                            
Computershare Investor Services 2004 (Pty) Limited                              
70 Marshall Street, Johannesburg 2001. PO Box 61051, Marshalltown 2107,         
South Africa                                                                    
www.ag-industries.com                                                           
Johannesburg                                                                    
14 October 2009                                                                 
Sponsor                                                                         
Sasfin Capital (a division of Sasfin Bank Limited)                              
Date: 14/10/2009 16:00:01 Produced by the JSE SENS Department.                  
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