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Mon 8 Mar 2010, 7:05 SOH - South Ocean Holdings - Audited Abridged Results and Dividend Announcement
SOH
SOH                                                                             
SOH - South Ocean Holdings - Audited Abridged Results and Dividend Announcement 
                   for the Year Ended 31 December 2009                          
SOUTH OCEAN HOLDINGS                                                            
(Registration number 2007/002381/06)                                            
Incorporated in the Republic of South Africa                                    
("South Ocean", "the Group")                                                    
Share code: SOH & ISIN: ZAE000092748                                            
Audited abridged results and dividend announcement for the year ended 31        
December 2009                                                                   
HIGHLIGHTS                                                                      
-    Net cash position improves from R6,2 million overdraft to R58,8 million    
-    Debt equity ratio improves from 26,8% to 20,1%                             
-    Net asset value per share improves by 4,8% to 441,1 cents                  
-    Final dividend of 3 cents per share declared                               
CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION                          
As at                
                                               31 December     31 December      
                                                      2009            2008      
                                                 (Audited)       (Audited)      
Notes           R`000           R`000      
Assets                                                                          
Non-current assets                                  586 929         598 035     
Property, plant and equipment             3         240 499         248 187     
Intangible assets                         3         346 430         349 848     
Current assets                                      337 250         389 341     
Inventories                                         146 664         189 806     
Trade and other receivables                         124 003         175 201     
Taxation receivable                                   1 948             179     
Cash and cash equivalents                            64 635          24 155     
Total assets                                        924 179         987 376     
Equity and liabilities                                                          
Capital and reserves attributable to                                            
equity holders of the company                                                   
Share capital                             4           1 274           1 274     
Share premium                             4         440 371         440 371     
Retained earnings                                   248 127         216 470     
Total equity                                        689 772         658 115     
Liabilities                                                                     
Non-current liabilities                             129 336         168 237     
Interest bearing borrowings               5         102 518         138 740     
Deferred taxation                                    26 818          29 497     
Current liabilities                                 105 071         161 024     
Trade and other payables                             58 995          86 088     
Interest bearing borrowings               5          35 837          37 498     
Taxation payable                                      4 380           7 049     
Shareholders for dividends                                4               4     
Bank overdraft                                        5 855          30 385     
Total liabilities                                   234 407         329 261     
Total equity and liabilities                        924 179         987 376     
CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME                        
                                                        For the year ended      
31 December      
                                                                      2009      
                                                                 (Audited)      
                                                      Note           R`000      
Revenue                                                             957 972     
Cost of sales                                                     (745 756)     
Gross profit                                                        212 216     
Other operating income                                               12 098     
Administration expenses                                            (54 953)     
Distribution expenses                                              (21 410)     
Operating expenses                                                 (87 792)     
Operating profit                                                     60 159     
Finance income                                                        2 843     
Finance cost                                                       (18 531)     
Profit before taxation                                               44 471     
Taxation                                                  6        (12 814)     
Profit for the year                                                  31 657     
Other comprehensive income                                                -     
Total comprehensive income attributable to                                      
equity holders of the company                                        31 657     
Earnings per share - basic and diluted (cents)                         20,2     
Dividends per share (cents)                                             3,0     
                                                        For the year ended      
                                                               31 December      
2008      
                                                    Change       (Audited)      
                                                         %           R`000      
Revenue                                              (15,7)       1 136 617     
Cost of sales                                                     (826 061)     
Gross profit                                         (31,7)         310 556     
Other operating income                                                1 609     
Administration expenses                                            (47 324)     
Distribution expenses                                              (17 976)     
Operating expenses                                                (114 128)     
Operating profit                                     (54,7)         132 737     
Finance income                                                        2 762     
Finance cost                                                       (27 630)     
Profit before taxation                               (58,8)         107 869     
Taxation                                                           (46 768)     
Profit for the year                                                  61 101     
Other comprehensive income                                                -     
Total comprehensive income attributable to                                      
equity holders of the company                        (48,2)          61 101     
Earnings per share - basic and diluted (cents)       (48,3)            39,1     
Dividends per share (cents)                          (57,1)             7,0     
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY                           
                                                        For the year ended      
                                               31 December     31 December      
2009            2008      
                                                 (Audited)       (Audited)      
                                                     R`000           R`000      
Share capital                                                                   
Opening and closing balance                           1 274           1 274     
Share premium                                                                   
Opening and closing balance                         440 371         440 371     
Retained earnings                                                               
Opening balance                                     216 470         197 591     
Total comprehensive income for the year              31 657          61 101     
Dividends paid                                            -        (42 222)     
                                                   248 127         216 470      
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOW                                   
                                                        For the year ended      
                                               31 December     31 December      
                                                      2009            2008      
(Audited)       (Audited)      
                                                     R`000           R`000      
Cash generated from operating activities            115 004          69 361     
Cash utilised in investing activities              (13 130)        (77 983)     
Cash utilised in financing activities              (36 864)        (42 940)     
Net increase/(decrease) in cash and cash                                        
equivalents                                          65 010        (51 562)     
Cash and cash equivalents at the beginning of year  (6 230)          45 332     
Cash and cash equivalents at the end of year         58 780         (6 230)     
SELECTED NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL INFORMATION              
1. General information                                                          
South Ocean Holdings Limited (`the Company`) and its subsidiaries (together     
`the Group`) manufacture and distribute electrical wires, import and distribute 
lighting and electrical accessories and rent its properties. The Company is a   
public limited company which is listed on the Johannesburg Stock Exchange and   
is incorporated and domiciled in South Africa.                                  
The audited condensed consolidated financial information was approved for issue 
by the directors on 5 March 2010.                                               
2. Basis of preparation                                                         
The condensed consolidated financial information of South Ocean Holdings Limited
has been prepared in accordance with International Financial Reporting Standards
(IFRS), IAS 34 `Interim financial reporting`, IFRIC Interpretations and the     
Companies Act, applicable to companies reporting under IFRS and the JSE Listings
Requirements and should be read with the audited annual financial statements for
the year ended 31 December 2009. The condensed consolidated financial statements
have been prepared under the historical cost convention, as modified by the     
revaluation of financial assets and financial liabilities (including derivative 
instruments) at fair value through profit or loss.                              
The accounting policies adopted are consistent with those applied in the        
financial statements for the year ended 31 December 2008, except for the        
adoption of IFRS 8 `Operating Segments`, IAS 1 (revised) - `Presentation of     
Financial Statements` and amendments to IFRS 7 - `Financial Instruments -       
Disclosure`.                                                                    
3. Capital expenditure                                                          
During the year, the Group invested R27,9 million in capital expenditure,       
related to the completion of the warehouse and showrooms, and investment in     
plant and machinery. The details of changes in tangible and intangible assets   
are as follows:                                                                 
                                     Tangible assets     Intangible assets      
                                           (Audited)             (Audited)      
R`000                 R`000      
Year ended 31 December 2009                                                     
Opening net carrying amount                   248 187               349 848     
Additions                                      27 045                   845     
Disposals                                    (20 839)                     -     
Depreciation/amortisation                    (13 894)               (4 263)     
Closing net carrying amount                   240 499               346 430     
Year ended 31 December 2008                                                     
Opening net carrying amount                   186 990               388 868     
Additions                                      73 171                 3 688     
Disposals                                        (52)                     -     
Impairment                                          -              (39 000)     
Depreciation/amortisation                    (11 922)               (3 708)     
Closing net carrying amount                   248 187               349 848     
4. Share capital and share premium                                              
                                      Number of shares     Ordinary shares      
R`000      
At 31 December 2009                                                             
Opening and closing balance                 156 378 794               1 274     
At 31 December 2008                                                             
Opening and closing balance                 156 378 794               1 274     
                                         Share premium               Total      
                                                 R`000               R`000      
At 31 December 2009                                                             
Opening and closing balance                     440 371             441 645     
At 31 December 2008                                                             
Opening and closing balance                     440 371             441 645     
5. Interest bearing borrowings                                                  
31 December     31 December      
                                                      2009            2008      
                                                 (Audited)       (Audited)      
Secured loans                                         R`000           R`000     
Non-current                                         102 518         138 740     
Current                                              35 837          37 498     
                                                   138 355         176 238      
The movement in borrowings is analysed as                                       
follows:                                                                        
Opening balance                                     176 238         177 528     
Additional loans raised                              22 565          38 786     
Finance expense                                      16 788          23 187     
Repayments                                         (77 236)        (63 263)     
Closing balance                                     138 355         176 238     
6. Income tax expense                                                           
The effective tax rate for 2009 is 28,8% (2008: 43,4%). The prior year income   
includes an amount of R39,0 million relating to the impairment of goodwill,     
which is not deductible for tax purposes.                                       
7. Reconciliation of headline earnings                                          
                                               31 December     31 December      
2009            2008      
                                                 (Audited)       (Audited)      
                                                     R`000           R`000      
Earnings attributable to equity holders                                         
of the company                                       31 657          61 101     
Impairment of intangible assets                           -          39 000     
Impairment of available-for-sale financial assets         -           1 582     
Impairment of interest free loans receivable              -           1 070     
Loss/(profit) on disposal of property, plant                                    
and equipment                                         6 079            (29)     
Headline earnings                                    37 736         102 724     
Headline earnings per share (cents)                    24,1            65,7     
8. Weighted average number of shares                                            
                                               31 December     31 December      
                                                      2009            2008      
                                                 (Audited)       (Audited)      
R`000           R`000      
Number of shares in issue                       156 378 794     156 378 794     
Weighted average number of shares in issue at                                   
beginning and end of the year                   156 378 794     156 378 794     
9. Net asset value                                                              
                                               31 December     31 December      
                                                      2009            2008      
                                                 (Audited)       (Audited)      
R`000           R`000      
Net asset value per share (cents)                     441,1           420,8     
10. Final dividend declaration                                                  
Notice is hereby given that the Board of Directors has declared a final         
dividend of 3 cents per ordinary share amounting to R4 691 364 for the year     
ended 31 December 2009 to shareholders recorded in the register at close of     
business on 9 April 2010.                                                       
The financial statements does not reflect this dividend payable and the related 
STC charge, which will be recognised in shareholder`s equity as an              
appropriation of retained earnings in the year in which they are declared.      
The salient dates are as follows:                                               
Last date for trading to qualify and                                            
participate in the final dividend                      Wednesday 31 March 2010  
Trading ex dividend commences                            Thursday 1 April 2010  
Record date                                                Friday 9 April 2010  
Dividend payment date                                     Monday 12 April 2010  
Share certificates may not be dematerialised or rematerialised between Thursday 
1 April 2010 and Friday 9 April 2010, both days inclusive.                      
11. Audit opinion                                                               
These results have been extracted from the Group`s audited annual financial     
statements. The unqualified report of PricewaterhouseCoopers Inc. on the        
financial statements is available for inspection at the registered office of    
the company.                                                                    
12. Segment reporting                                                           
The chief operating decision maker reviews the Group`s internal reporting in    
order to assess performance and has determined the operating segments based on  
these reports.                                                                  
The business performance of the operating segments: electrical wires, lighting  
and electrical accessories, and property investments, is assessed from the      
market and product performance perspective.                                     
The assessment of the performance of the operating segments is based on         
operating profit before interest, tax, depreciation and amortisation (EBITDA)   
and investment in working capital. This measurement basis excludes the effect   
of non-recurring expenditure from the operating segments, such as restructuring 
costs, profit on disposal of property, plant and equipment, impairments, etc.   
Interest income and expenditure are included in the results of the operating    
segments.                                                                       
Total assets and liabilities exclude deferred and income tax liabilities,       
inter-group balances and available-for-sale financial assets. The details of    
the business segments are as follows:                                           
Revenue         Adjusted EBITDA      
Year ended                                    R`000                   R`000     
31 December 2009                                                                
Electrical wires                            591 939                  35 975     
Lighting and electrical accessories         366 033                  46 234     
Property investments                         17 213                   9 015     
                                           975 185                  91 224      
31 December 2008                                                                
Electrical wires                            747 994                  99 634     
Lighting and electrical accessories         388 623                  77 860     
Property investments                         17 183                  16 545     
                                         1 153 800                 194 039      
Segment assets     Segment liabilities      
Year ended                                    R`000                   R`000     
31 December 2009                                                                
Electrical wires                            227 059                  34 976     
Lighting and electrical accessories         530 874                  78 261     
Property investments                        162 816                  86 153     
                                           920 749                 199 390      
31 December 2008                                                                
Electrical wires                            241 342                  41 158     
Lighting and electrical accessories         569 296                 150 718     
Property investments                        176 500                  98 684     
                                           987 138                 290 560      
Reconciliation of total segment report to the statement of financial position   
and statement of comprehensive income is provided as follows:                   
                                               31 December     31 December      
                                                      2009            2008      
(Audited)       (Audited)      
                                                     R`000           R`000      
Revenue                                                                         
Reportable segment revenue                          975 185       1 153 800     
Inter-group revenue (property rentals)             (16 000)        (16 000)     
Property revenue reported in other operating                                    
income                                              (1 213)         (1 183)     
Revenue per consolidated statement of                                           
comprehensive income                                957 972       1 136 617     
Profit before tax                                                               
Adjusted EBITDA                                      91 224         194 039     
Corporate overheads                                (12 908)         (4 020)     
Depreciation                                       (13 894)        (11 922)     
Amortisation of intangible assets                   (4 263)         (3 708)     
Impairment of intangible assets                           -        (39 000)     
Impairment of available-for-sale financial assets         -         (1 582)     
Impairment of interest free loans                         -         (1 070)     
Operating profit                                     60 159         132 737     
Finance income                                        2 843           2 762     
Finance cost                                       (18 531)        (27 630)     
Profit before tax                                    44 471         107 869     
Assets                                                                          
Reportable segment assets                           920 749         987 138     
Corporate assets                                      1 482              59     
Taxation receivable                                   1 948             179     
Total assets per statement of financial position    924 179         987 376     
Liabilities                                                                     
Reportable segment liabilities                      199 390         290 560     
Corporate liabilities                                 3 819           2 155     
Deferred taxation                                    26 818          29 497     
Taxation payable                                      4 380           7 049     
Total liabilities per statement of financial                                    
position                                            234 407         329 261     
13. Director changes                                                            
Mr D Ko resigned from the board on 6 March 2009. Messers PJM Ferreira, G Stein  
and H Schwartz did not avail themselves for re-election as directors of South   
Ocean, at the annual general meeting held on 22 June 2009, in line with the     
executive director reorganisation announced in the 2008 annual report. Mr JB    
Magwaza, the Group chairman resigned from the board effective 31 July 2009 for  
personal reasons and he was replaced by Mr EG Dube as chairman. Ms JL Law was   
appointed as a director on 6 March 2009, redeployed as an alternate director on 
7 August 2009 and resigned from the board on 28 February 2010.                  
14. Subsequent events                                                           
The directors are not aware of any significant events arising since the end of  
the financial year, which would materially affect the operations of the Group   
or its operating segments.                                                      
COMMENTARY                                                                      
Introduction                                                                    
South Ocean Holdings Limited ("SOH") is pleased to announce its results for its 
third year as a listed company.                                                 
The Group consists of two trading companies South Ocean Electric Wire Company   
(Proprietary) Limited ("SOEW"), manufacturer of low voltage electrical wire,    
and Radiant Group (Proprietary) Limited ("Radiant"), importer and distributor   
of light fittings, lamps and electrical accessories, and a property holding     
company, Anchor Park Investments 48 (Proprietary) Limited ("Anchor Park").      
The Group experienced a challenging trading year, with a decline in revenues    
and margins, mainly due to sales price deflation and increased competition.     
Trading improved in the second half of the year at SOEW with the copper price   
recovery, despite the impact of the global financial crisis. Radiant was less   
adversely affected by the economic climate. Some relief was felt as interest    
rates and inflation indices improved, but consumer disposable income remains    
tight as many struggle to service debts.                                        
Financial overview                                                              
Earnings                                                                        
The Group reports R31,7 million profit after tax for the 12 months ended 31     
December 2009, which is 48,2% less than the R61,1 million reported for the same 
period last year. The major contributor to the reduced profit for the Group is  
the margin pressure experienced by both operating companies as manifested in    
the reduction of R98,3 million in gross profit. The gross profit is reported at 
R212,2 million (2008: R310,6 million) which is a 31,7% reduction compared to    
the prior year.                                                                 
Other operating income of R12,1 million (2008: R1,6 million) reported is mainly 
as a result of forex gains during the year due to the strengthening of the      
Rand.                                                                           
The apparent saving of R15,2 million in the combined expenses for the Group of  
R164,2 million (2008: R179,4 million) does not reflect a true picture as the    
prior year operating expenses include impairments of goodwill (R39,0 million)   
and available-for-sale financial assets (R1,6 million). The comparable combined 
operating expenses amounted to R138,8 million for the prior year, which         
translates to an 18,3% increase in current year expenses. Increased             
depreciation, staff costs and a loss on disposal of a fixed property            
contributed to the higher costs. Further details are discussed under the        
operating divisions.                                                            
Finance costs at R18,5 million (2008: R27,6 million) reduced by 33,0% due to    
the reduction in interest rates and reduced levels of debt.The effective tax    
rate for 2009 is 28,8% compared to the prior year of 43,4%. The prior year      
rate was affected by the impairment charges, which were not tax deductible.     
Cash flow and cash position                                                     
Despite the adverse trading results for the year, the Group`s strategy of       
retaining cash for growth helped improve its net cash position from an          
overdraft of R6,2 million at December 2008 to a positive cash balance of R58,8  
million at 31 December 2009. This was as a result of a focused and effective    
working capital management strategy implemented by the Group. The Group         
generated R115,0 million from operations which was complemented by a further    
cash inflow of R14,8 million from the disposal of assets, including the Cape    
Town property. The Group utilised an additional R22,6 million of its existing   
facilities to finance the remainder of the capital expansions. The Group        
reduced its debt positions by a further R37,9 million (2008: R1,3 million).     
Operational overview                                                            
Electrical wires (SOEW)                                                         
SOEW reported a revenue of R591,9 million, which is a 20,9% reduction compared  
to the prior year. It is however pleasing to note that the revenue improved in  
the second half of the year due to an improvement in the Rand copper price.     
Overall, volumes improved in 2009 compared to 2008, while the average Rand      
copper price for 2009 was lower than that experienced in 2008. Aggressive       
pricing in the market, as well as de-stocking by market participants during the 
year, had a significant influence on the results for the year.                  
Market conditions remained difficult with margins aggressively depressed,       
resulting in the gross profit for the year declining by 61,1% to R47,0 million  
(2008: R120,9 million). Production output was limited as a result of shortages  
of local copper supplies in the second half of the year.                        
The capital investment made in the prior years assisted in increasing           
roduction, despite the difficult and challenging market conditions.             
The focus on cost containment was rewarded as overall costs reduced when        
compared to the prior year. In addition there was focus on the management of    
working capital with trade receivables collections improving together with an   
improvement in the quality of the debtors` book. The result has been a          
significant improvement in the net cash position of the business to R24,8       
million from a net overdraft of R8,1 million in the prior year.                 
Lighting and electrical accessories (Radiant)                                   
Radiant imports and distributes light fittings, lamps and electrical            
accessories and continues to be one of the leaders in this market. Light        
fittings remain the largest contributor to sales, however difficult trading     
conditions in a depressed economy resulted in a decline in results.             
Revenue is down marginally by 5,8% to R366,0 million (2008: R388,6 million).    
Gross profit of R160,6 million is recorded representing a 13,2% decline from    
the R185,0 million achieved in the prior year.                                  
The 18,2% increase in operating expenses is mainly attributable to general      
inflationary increases as well as the employment of key specialist staff and    
increased depreciation on capital expenditure, both in alignment with the       
strategic restructuring completed in early 2009.                                
Net income before taxation decreased by 48,5% to R32,5 million (2008: R63,0     
million). Finance charges decreased by 11,8% to R7,5 million (2008: R8,5        
million) as a result of the reduction in interest rates and settlement of the   
preference shares of R18,1 million.                                             
Cash generated from operations amounted to R47,4 million (2008: R37,0 million). 
This is mainly attributable to the improvement in working capital levels.       
Significant reductions in inventory holdings and efficient debtor collections   
resulted in cash levels increasing to R31,5 million (2008: R1,7 million).       
Property investments (Anchor Park)                                              
Anchor Park owns the properties that are leased by the operating subsidiaries.  
During the year, the Milnerton (Cape Town) property, was disposed of at a loss  
of R5,8 million. The completion of construction projects started in the prior   
year was done at a cost of R12 million.                                         
Prospects                                                                       
The Group has adapted to the changed economic conditions and anticipates        
competitive pricing and cautious demand from customers in the year ahead. There 
are signs of the economy improving, but the conditions experienced are still    
very difficult. Factors that continue to have an impact on the business include 
the exchange rates, copper supply and copper price.                             
The operating segments will continue to build on the solid infrastructure and   
market share they have developed over the past few years, whilst maintaining    
the focus on superior quality products and customer service excellence.         
The Group plans to utilise the cash to increase buffer stock due to supply      
problems experienced and for capital expansion to improve operational capacity  
in the operating segments.                                                      
The Group remains confident that it is well positioned to take advantage of the 
opportunities when market stability returns as the global recession recedes.    
On behalf of the board                                                          
EG Dube                                            EHT Pan                      
Chairman                                           Chief executive officer      
5 March 2010                                                                    
CORPORATE INFORMATION                                                           
Directors: EG Dube# (Chairman), EHT Pan*@ (Chief Executive Officer),            
JP Bekker* (Chief Financial Officer), CY Wu?, HL Li?, KH Pon #                  
CH Pan? (Alternate) Company Secretary: WT Green * Executive # Independent       
Non-executive + Non-executive  ? Taiwanese  @ Brazilian                         
Registered Office: 12 Botha Street, Alrode 1451 (PO Box 123738, Alrode, 1451)   
Company Secretary: WT Green 21 West Street, Houghton, 2198 (PO Box 123738,      
Alrode, 1451)                                                                   
Sponsor: Investec Bank Limited (Registration no: 1969/004763/06)                
Second floor, 100 Grayston Drive, Sandown, Sandton, 2196                        
Share Transfer Secretary: Computershare Investor Services (Pty) Limited         
70 Marshall Street, Ground Floor, Johannesburg, 2001, PO Box 61051,             
Marshalltown, 2107, South Africa                                                
Telephone: +27(11) 370 5000, Telefax: +27(11) 688 5200                          
Website: www.computershare.com                                                  
Auditors: PricewaterhouseCoopers Inc. 2 Eglin Road, Sunninghill, 2157           
Telephone: +27(11) 797 4000 Telefax: +27(11) 797 5800                           
Investor Relations: Craig Whittle Investor Relations www.cwir.co.za             
Postnet suite #52, Private Bag X16, Constantia                                  
Telephone: +27(76) 456 3270 Email: cdwhittle@mweb.co.za                         
8 March 2010                                                                    
Date: 08/03/2010 07:05:04 Produced by the JSE SENS Department.                  
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