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Fri 30 Sep 2011, 7:30 BIO - Bioscience Brands Limited - Audited condensed Consolidated Financial
BIO
BIO                                                                             
BIO - Bioscience Brands Limited - Audited condensed Consolidated Financial      
results for the year ended 30 June 2011                                         
BioScience Brands Limited                                                       
(Registration number 2005/005805/07)                                            
Incorporated in the Republic of South Africa                                    
Share code: BIO                                                                 
ISIN code: ZAE000115036                                                         
("BioScience" or "the Company")                                                 
AUDITED CONDENSED CONSOLIDATED FINANCIAL RESULTS FOR THE YEAR ENDED 30 JUNE 2011
CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS AT 30 JUNE 2011       
                                           30 June     30 June                  
2011        2010                     
                                           R           R                        
   ASSETS                                                                       
   Non-current assets                      39 401 277  56 665 926               
Plant and equipment                     543 032     924 573                  
   Intangible assets                       37 232 683  54 659 016               
   Deferred tax                            1 625 562   1 082 337                
                                                                                
Current assets                          12 382 447  20 232 948               
   Inventories                             4 574 525   9 791 385                
   Trade and other receivables             7 738 342   10 039 734               
   Cash and cash equivalents               69 580      401 829                  

   Total assets                            51 783 724  76 898 874               
                                                                                
   EQUITY AND LIABILITIES                                                       
Total equity                            17 922 031  44 261 961               
   Issued capital                          262 136     262 136                  
   Share premium                           113 138     113 138 607              
                                           607                                  
Accumulated loss                        (95 478     (69 138                  
                                           712)        782)                     
                                                                                
   Non-current liabilities                 2 037 328   -                        
Loans and borrowings                    2 037 328   -                        
                                                                                
   Current liabilities                     31 824 365  32 636 913               
   Taxation payable                        2 220 826   1 928 433                
Trade and other payables                15 794 478  20 424 966               
   Short-term portion of loans and         3 672 594   766 115                  
   borrowings                                                                   
   Bank overdraft                          10 136 467  9 517 399                

   Total equity and liabilities            51 783 724  76 898 874               
CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME                        
FOR THE YEAR ENDED 30 JUNE 2011                                                 
30 June     30 June                  
                                           2011        2010                     
                                           R           R                        
   Revenue                                 29 762 219  51 370 241               

   Trading Loss                            (9 859      (4 704 419)              
                                           541)                                 
   Brand Impairments                       (14 926     -                        
333)                                 
   Operating loss                          (24 785     (4 704 419)              
                                           874)                                 
   Net financing costs                     (1 833      (2 164 578)              
092)                                 
                                                                                
   Loss before taxation                    (26 618     (6 868 997)              
                                           966)                                 
Taxation                                279 036     422 906                  
                                                                                
   Loss and comprehensive loss for the     (26 339     (6 446 091)              
   year                                    930)                                 

   Loss attributable to:                                                        
   Equity holders of the parent            (26 339     (6 446 091)              
                                           930)                                 

   Basic and diluted loss per share        (1.00)      (0.26)                   
   (cents)                                                                      
                                                                                
Headline earnings reconciliation:                                            
   Loss attributable to equity holders of  (26 339     (6 446 091)              
   the parent                              930)                                 
   Adjusted for:                                                                
Loss on disposal of plant and equipment 41 760      46 959                   
   Impairment of intangible assets (tax    14 926 333  -                        
   impact is nil)                                                               
                                                                                
Headline loss                           (11 371     (6 399 132)              
                                           837)                                 
                                                                                
   Headline and diluted loss per share     (0.43)      (0.26)                   
(cents)                                                                      
                                                                                
   Weighted average number of shares on    2 621 362   2 451 672                
   which loss and headline loss per share  757         812                      
are based                                                                    
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS                                  
FOR THE YEAR ENDED 30 JUNE 2011                                                 
                                           30 June     30 June                  
2011        2010                     
                                           R           R                        
   Cash flows from (used in) operating                                          
   activities:                                                                  
Cash operating loss                     (9 502      (4 266 420)              
                                           667)                                 
   Working capital requirements            2 887 764   6 587 906                
                                                                                
Cash generated from (used in) operating (6 614      2 321 486                
   activities                              903)                                 
   Financing costs, taxation and dividend  (1 833      (2 164 578)              
                                           092)                                 

   Cash flows from (used in) operating     (8 447      156 908                  
   activities                              995)                                 
                                                                                
Cash flows used in investing                                                 
   activities:                                                                  
   Plant and equipment acquired            (37 960)    (450 674)                
   Proceeds on disposal of plant and       90 831      39 600                   
equipment                                                                    
   Proceeds on disposal of intangible      2 500 000   -                        
   assets                                                                       
                                                                                
Cash flows from (used in) investing     2 552 871   (411 074)                
   activities                                                                   
                                                                                
   Cash flows from (used in) financing     4 943 807   (1 956 391)              
activities                                                                   
                                                                                
   Net decrease in cash and cash           (951 317)   (2 210 557)              
   equivalents                                                                  
Cash and cash equivalents at beginning  (9 115      (6 905 013)              
   of year                                 013)                                 
                                                                                
   Cash and cash equivalents at end of     (10 066     (9 115 570)              
year                                    887)                                 
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY                           
FOR THE YEAR ENDED 30 JUNE 2011                                                 
                                           30 June     30 June                  
2011        2010                     
                                           R           R                        
   Share capital                                                                
   Balance at beginning of the year        262 136     244 287                  
Issue of new shares                     -           17 849                   
                                                                                
   Balance at end of the year              262 136     262 136                  
                                                                                
Share premium                                                                
   Balance at beginning of the year        113 138     111 371 533              
                                           607                                  
   Issue of new shares                     -           1 767 074                

   Balance at end of the year              113 138     113 138 607              
                                           607                                  
                                                                                
Accumulated Loss                                                             
   Balance at beginning of the year        (69 138     (62 692                  
                                           782)        691)                     
   Comprehensive loss for the year         (26 339     (6 446 091)              
930)                                 
                                                                                
   Balance at end of the year              (95 478     (69 138                  
                                           712)        782)                     

   Total equity                            17 922 031  44 261 961               
   OTHER SALIENT FEATURES                  30 June     30 June                  
                                           2011        2010                     

   Net asset value per share (cents)       0.68        1.69                     
   Net tangible asset value per share      (0.74)      (0.40)                   
   (cents)                                                                      
Number of shares in issue at period end 2 621 362   2 621 362                
                                           757         757                      
                                                                                
   Depreciation (R)                        286 910     391 040                  

   Lease commitments (R)                                                        
   - land and buildings                    133 148     824 503                  
                                                                                
Net financing costs (R)                 1 833 092   2 164 578                
                                                                                
   Interest paid                           1 833 092   2 164 583                
   Less: Interest received                 -           (5)                      
COMMENTARY                                                                      
The board presents the results for the year ended 30 June 2011.                 
BASIS OF PREPARATION AND ACCOUNTING POLICIES                                    
The consolidated financial results of the company and its subsidiaries (together
referred to as the "group") has been prepared in accordance with the framework  
concepts and the measurement and recognition requirements of International      
Financial Reporting Standards (IFRS), the AC 500 standards as issued by         
Accounting Practices Board, the Companies Act of South Africa, 2008, the        
disclosure requirements of the Listing Requirements of the JSE Limited, and the 
information as required by IAS 34: Interim Financial Reporting. The condensed   
consolidated financial statements were prepared under the supervision of the    
financial manager, R Jubber (CA) SA.                                            
BioScience Brands Limited ("BioScience") has adopted all the statements and     
interpretations issued and effective during the current period by the           
International Accounting Standards Board ("IASB"). The accounting policies      
adopted are consistent with those applied in the previous financial year.       
RESULTS                                                                         
BioScience owns well recognised brands in the premium priced nutritional        
supplements and sports nutrition categories. These are Bioharmony, Muscle       
Science, including Xplode and Staminade, Herbology and KGB.                     
BioScience stated in the 2010 Annual Financial Results that, for the Company to 
be successful in a difficult trading environment, a combined strategy of brand  
rationalisation, corporate restructuring to ensure a cash injection and a       
stringent cost management programme needed to be implemented. BioScience has    
pursued such a strategy and this reached a key milestone in May 2011 with:      
the sale of the Phyto Nova brand which comprises a range of complimentary       
medicines requiring a sales and market focus different from the other           
nutritional supplements and vitamins in the BioScience product portfolio;       
the outsourcing of sales, distribution management, administration, supply chain 
management including logistics and procurement, regulatory and quality          
management and brand activation to Akacia Healthcare (Pty) Ltd ("Akacia") ,     
formerly Thebe Medicare Proprietary Limited. Akacia is the owner of a large     
range of pharmaceutical products, over-the-counter medicines and consumer       
products. BioScience and Akacia, both call on largely the same customers, have  
several common suppliers and service providers and also run similar IT systems. 
Akacia is a significant shareholder in BioScience. This outsource management    
agreement has allowed BioScience to close its Durban head-office, leading to    
significant annual cost savings, whilst simultaneously providing BioScience     
access to Akacia`s large national sales infrastructure and good standing with   
major retail chains;                                                            
a loan by Akacia to BioScience in May 2011 up to a maximum of R 2m which        
BioScience will repay by way of monthly instalments by no later than 1 July     
2014;                                                                           
a loan by Herbal & Homeopathic (Pty) Ltd, a key supplier to BioScience, in May  
2011 which allows for BioScience to borrow up to a maximum amount of R 2.5m,    
which BioScience will repay by no later than 30 August 2012;                    
Akacia agreeing to grant BioScience a further amount of R 1m by way of a        
deferment of management fees owed to no later than 31 December 2012 if and when 
BioScience has drawn down the maximum amounts available in terms of both the    
Akacia Loan and H&H Loan  respectively; and                                     
BioScience retaining all responsibility for:                                    
strategic planning including the annual budget, new product launches, strategic 
brand management and brand plans, working capital planning;                     
corporate finance function including acquisitions or divestments of companies or
assets;                                                                         
investor, stakeholder and securities exchange relationships including banking   
relationships;                                                                  
legal including all contracts and agreements; and                               
financial reporting and statutory audit.                                        
Sales in 2011 were impacted by decreasing discretionary consumer spend and the  
cancellation of the Patrick Holford licence for the Holford range of products by
Holford and Associates. This is being disputed and is the still the subject of  
legal proceedings. BioScience replaced the Holford range of products in January 
2011 with its own innovative Bioharmony `Ultimate` range. Unfortunately there   
was an unexpected 6 month delay in listing the new range at some key retailers. 
This has been overcome and the new range has been listed at all key retailers by
June 2011. The unexpected delay impacted sales by approximately R 8m. It also   
had an impact on sales of other complimentary Bioharmony products during this   
time. The shortfall in Bioharmony sales during the period also affected Muscle  
Science as it was necessary to reduce its advertising and promotional           
expenditure during the year.                                                    
Whilst the net loss for the year was R 26.3m (1.00 cents per share) (2010: R    
6.4m loss or 0.26 cents per share) it includes a R 6.5m impairment of the Phyto 
Nova brand, sold to alleviate some pressure on working capital and fulfilling   
the strategy to focus resources on its larger brands, and a R 8.4m impairment to
the Herbology brand. BioScience operates a portfolio of brands and it decided to
support its leading brands in 2011. As a result Herbology`s sales and           
profitability has fallen. When BioScience is able to realise the benefits of its
restructuring, it may be possible to reinvest in and grow Herbology and         
consequently revalue the brand and recoup this impairment. In addition          
provisions for the stock obsolescence and settlement of legal issues totalling R
0.9m were also accrued.                                                         
Headline loss per share for the year was 0.43 cents per share compared to a     
headline loss of 0.26 cents per share for the prior period.                     
SEGMENTAL REPORTING                                                             
The group`s brands operate in one market segment and sales are made in South    
Africa.                                                                         
ACQUISITIONS AND DISPOSALS                                                      
There were no acquisitions during the year.                                     
BioScience disposed of the Phyto Nova brand for R 2.5m on 1 February 2011, which
was settled by way of R 2m in cash and R 500 000 in lieu of a cancellation of   
debt owing to Akacia and/or its subsidiaries or related companies.              
CONTINGENCIES AND COMMITMENTS                                                   
The directors are not aware of any contingencies and commitments at the date of 
this report.                                                                    
DIVIDENDS                                                                       
No dividend has been declared for the period under review (2010: R nil)         
BOARD CHANGES                                                                   
The following director appointments, resignations and changes occurred during   
the year under review and up to and including the date of this announcement:    
Status                           Date                             
S Schutz       Appointed non-executive          29 June 2011                    
MG Allan       Designated financial director    29 June 2011                    
JJ Fenster     Designated chairman              30 April 2011                   
PA Ireland     Resigned                         30 April 2011                   
MM Di Nicola   Resigned                         1 February 2011                 
M Strydom      Resigned                         7 December 2010                 
                                                                                
SHARE CAPITAL                                                                   
No shares were issued during the year.                                          
PROSPECTS AND GOING CONCERN                                                     
BioScience has weathered the difficult trading environment of the past three    
years and is much better placed to succeed in FY 2012. It has completed the     
restructuring and relocation of the Company over the year-end 2011 - reducing   
its overhead cost base by almost half and starting to utilise Akacia`s large    
sales force to extend its reach in the South African market and benefit from the
added scale when dealing with the large retailers in the retail pharmacy sector.
It has secured working capital financing referred to in point 2 above and has   
been successful in negotiating favourable settlements and scheduling payment of 
old debts originating from when the company still traded as Wellco Health       
Limited.                                                                        
As a result, whilst historically, BioScience was vulnerable to multiple threats,
the future success of BioScience is now dependent only on achieving the sales   
targets required to deliver a favourable return. Based on the brands, strategy  
and presence of Akacia, BioScience is confident that these targets will be      
achieved. Notably, BioScience possesses a range of well recognised brands and   
trusted products, with the potential to deliver and exceed these targets.       
Akacia, as a significant shareholder in BioScience, and well respected role     
player in the industry, is committed and determined to achieve the sales targets
and has ample resources to strive to meet same, albeit in a difficult trading   
environment.                                                                    
The restructuring of the business has just been completed and accordingly,      
whilst the Muscle Science brand has already started achieving its sales targets,
the Bioharmony brand, having only been relisted at major retailers in the last  
three months, has not as yet delivered the sales growth envisaged, however, the 
processes, strategy and people are in place to do so and sales have latterly    
started to show an upward trend. As a result the directors are confident that   
the group will continue as a going concern and the company and the group        
financial statements have been prepared on this basis.                          
AUDITED RESULTS - AUDITOR`S OPINION                                             
The auditors, Deloitte & Touche, have issued their opinion on the group`s       
financial statements for the year ended 30 June 2011. The audit was conducted in
accordance with International Standards on Auditing. They have issued an        
unqualified audit opinion with an emphasis of matter relating to the material   
uncertainty of the group`s ability to continue as a going concern. These        
summarised financial statements have been derived from the group financial      
statements and are consistent in all material respects, with the group financial
statements. A copy of their audit report is available for inspection at the     
company`s registered office. Any reference to future financial performance      
included in this announcement has not been reviewed or reported on by the       
Company`s auditors.                                                             
By order of the Board                                                           
MG Allan                                                                        
Chief Executive Officer                                                         
30 September 2011                                                               
Johannesburg                                                                    
Company Secretary and           Directors                                       
Registered Office               JJ Fenster (Chairman)*#, MG Allan               
Statucor (Pty) Ltd              (Chief Executive Officer & Financial            
4 Brewery Street, Isando, 1609  Director- temporary), Y Bhayat*, S              
PO Box 191, Isando, 1600        Schutz*.                                        
                                (* Non-executive)  (# independent)              
                                                                                
Designated Advisor              Transfer Office                                 
PricewaterhouseCoopers          Computershare Investor Services (Pty)           
Corporate Finance (Pty) Ltd     Ltd                                             
Date: 30/09/2011 07:30:01 Produced by the JSE SENS Department.                  
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