Not logged in
  Home   Markets   Shares   Funds   Portfolio   Toolbox   Charting   Alerts   Directory   
 Admin   

Mon 12 Aug 2002, 0:00 Relyant Retail Limited - Preliminary Results Annou
RELYANT RETAIL LIMITED - PRELIMINARY RESULTS ANNOUNCEMENT                       

Registration Number 1937/010108/06                                              
Share code: RLY ISIN: ZAE000016457                                              

2002 PRELIMINARY RESULTS ANNOUNCEMENT REVIEWED                                  
- Group recapitalised by R792 million injection of equity                       
- International retailer invests capital and expertise                          
- Further tightening of credit granting and conservative                        
valuation of accounts receivable to focus on core                             
  retail profitability                                                          
- Gearing reduced from 116% to 47%                                              
- Strong balance sheet with committed five year funding                         
- Cash sales increased to 44% of total sales                                    
- An additional R100 million of cash generated from operations                  
GROUP INCOME STATEMENT                                                          
                                            Year        Year                    
ended       ended                    
                                         30 June     30 June                    
                                            2002        2001                    
                              Notes       R000`s      R000`s                    
Turnover                          5    2,480,589   2,205,886                    
Cost of sales                          1,278,146   1,153,822                    
Trading profit before                                                           
depreciation and                                                                
amortisation ("EBITDA")                   186,075     222,797                   
Depreciation of fixtures,                                                       
equipment and vehicles                    (28,166)    (28,360)                  
Amortisation of intangibles               (15,741)    (23,050)                  
Trading profit                            142,168     171,387                   
Financing costs on                                                              
bank borrowings                  17       160,001     108,020                   
Additional financing costs                                                      
prescribed by AC125            6,17        10,556       9,738                   
Loss before exceptional items             (28,389)     53,629                   
Exceptional items                 7       613,160      (9,324)                  
Loss before taxation                     (641,549)     62,953                   
Taxation                          8       (22,421)     31,737                   
Loss after taxation                      (619,128)     31,216                   
Preference dividends              6             -           -                   
Loss attributable to                                                            
ordinary shareholders                    (619,128)     31,216                   
Ordinary shares in issue (000`s)                                                
 - closing                        9        68,076      68,076                   
 - weighted average               9        68,076      59,412                   
Fully diluted weighted                                                          
average number of ordinary                                                      
shares (000`s)                   10        95,969      87,305                   
Loss per share - basic (cents)               (909)         53                   
Headline loss per share - basic (cents)      (759)         87                   
Headline loss per share -                                                       
fully diluted (cents)                        (514)         80                   
Normalised loss per share - basic (cents)                                       
(see below)                                  (29)          63                   
Normalised earnings per share -                                                 
fully diluted (cents)        (see below)       13          87                   
Reconciliation of attributable loss to                                          
headline and fully diluted loss            R000`s      R000`s                   
Attributable loss, as above              (619,128)     31,216                   
Adjustments:                                                                    
Amortisation of goodwill during the year    7,122      19,459                   
Impairment of goodwill and trademarks      86,727           -                   
Impairment of investment                                                        
in e-commerce hub                           4,095           -                   
Early settlement costs of debt portion                                          
of compulsorily convertible debentures      2,737           -                   
Loss on sale of non-current assets          2,238       1,357                   
Taxation on adjustments                      (671)       (407)                  
Headline loss                            (516,880)     51,625                   
Adjustments to determine fully                                                  
diluted headline loss:                                                          
Preference dividends charged                                                    
to net financing costs                     10,556       9,738                   
STC on preference dividends                 8,202       4,063                   
Interest on compulsorily convertible                                            
debentures - taxed                          4,592       4,592                   
Headline loss - fully diluted            (493,530)     70,018                   
Calculation of normalised earnings         R000`s      R000`s                   
Loss before exceptional items             (28 389)     53 629                   
Deemed taxation at 30%                      8 517     (16 089)                  
Normalised loss - basic                   (19 872)     37 540                   
Adjustments:                                                                    
Amortisation of goodwill during the year    7 122      19 459                   
Loss on sale of non-current assets          2 238       1 357                   
Taxation on adjustments                      (671)       (407)                  
Normalised headline loss                  (11 183)     57 949                   
Adjustments to determine fully                                                  
diluted normalised earnings:                                                    
Preference dividends charged to net                                             
financing costs                            10,556       9,738                   
STC on preference dividends                 8,202       4,063                   
Interest on compulsorily convertible                                            
debentures - taxed                          4,592       4,592                   
Normalised earnings - fully diluted        12,167      76,342                   
GROUP BALANCE SHEET                                                             
                                           30 June    30 June                   
                                              2002       2001                   
Notes       R000`s     R000`s                   
ASSETS                                                                          
Non-current assets                                                              
  Goodwill                                   2,954     45,058                   
Trademarks                                39,321     82,596                   
  Fixtures, equipment and vehicles         114,506    120,507                   
  Insurance companies` investments          53,666     46,571                   
  Investment in microloan                                                       
joint venture                             17,578          -                   
  Deferred taxation                  8     308,239    262,141                   
                                           536,264    556,873                   
Current assets                                                                  
Accounts receivable               11   1,281,461  1,758,560                   
  Other debit balances                     103,791    144,787                   
  Taxation                                  12,202      5,740                   
  Inventories                              293,349    327,901                   
Debtor for share issue proceeds   12     774,551          -                   
  Cash on hand                                 220        369                   
                                         2,465,574  2,237,357                   
Total assets                             3,001,838  2,794,230                   
EQUITY AND LIABILITIES                                                          
Ordinary share capital and premium         391,245    391,245                   
Ordinary share capital and                                                      
premium to be issued                13   1,269,551           -                  
Non-distributable reserves                   9,382      66,609                  
Distributable reserves                    (554,279)    122,819                  
Ordinary shareholders` equity            1,115,899     580,673                  
Compulsorily convertible                                                        
preference shares                   13           -     384,536                  
Compulsorily convertible                                                        
debentures                          14           -      43,597                  
Total shareholders` equity               1,115,899   1,008,806                  
Long term liability portion                                                     
of preference shares                              -     55,355                  
Current liabilities                                                             
  Interest bearing bank borrowings        1,291,259    998,947                  
Amount due to vendors                           -     88,868                  
  Accounts payable and accruals             462,317    561,096                  
  Provisions                                 99,328     81,158                  
  Preference shareholder for dividends       33,035          -                  
1,885,939  1,730,069                  
Total equity and liabilities              3,001,838  2,794,230                  
Gearing - including net share                                                   
issue proceeds to be received (%)   15           47         99                  
Gearing - before                                                                
recapitalisation (%)                15          116         99                  
Tangible net asset value                                                        
per share, fully diluted (cents)    16           111        976                 
GROUP CASH FLOW STATEMENT                                                       
                                              Year        Year                  
                                             ended       ended                  
                                           30 June     30 June                  
2002        2001                  
                                Notes       R000`s      R000`s                  
Cash receipts from customers             3,007,307   2,659,417                  
Cash generated from trading                188,313     233,478                  
Net increase in working capital            (56,748)   (202,762)                 
Cash generated from operations             131,565      30,716                  
Net financing costs paid           17     (199,633)   (101,312)                 
Taxation paid                              (13,403)     (1,407)                 
Cash utilised by operating activities      (81,471)    (72,003)                 
Closure and other exceptional costs paid   (51,851)    (58,350)                 
Net cash utilised                         (133,322)   (130,353)                 
Acquisition of businesses                  (87,301)    (26,412)                 
Net capital expenditure                    (24,783)    (32,204)                 
Portion of proceeds on sale of                                                  
microloan business                          35,000           -                  
Insurance companies` investments            (6,537)      5,861                  
Cash outflows from investment activities   (83,621)    (52,755)                 
Increase in interest bearing                                                    
bank borrowings                            292,312     206,009                  
Decrease in liability portion                                                   
of preference shares                       (25,872)    (22,703)                 
Settlement of debt portion of                                                   
compulsorily convertible                                                        
debentures                         14      (46,334)          -                  
Ordinary shareholder funding                (3,312)        (61)                 
Cash inflows from financing activities     216,794     183,245                  
Net decrease in cash and cash equivalents     (149)        137                  
Cash and cash equivalents at the                                                
beginning of the year                          369         232                  
Cash and cash equivalents at                                                    
the end of the year                            220         369                  
STATEMENT OF CHANGES IN ORDINARY SHAREHOLDERS` EQUITY                           
Non-                                         
             Share capital distributable Distributable                          
               and premium      reserves      reserves   Total                  
                    R000`s        R000`s        R000`s  R000`s                  
Balance at                                                                      
30 June 2000,                                                                   
as previously                                                                   
reported           393,952        46,760       111,046   551,758                
Prior year                                                                      
adjustment                                                                      
(refer note 2)                                                                  
- Treasury shares                                                               
held by the                                                                     
Relyant Share                                                                   
Option Trust      (31,538)                             (31,538)                 
- Rights to                                                                     
acquire Relyant                                                                 
shares held by                                                                  
the Relyant                                                                     
Executive Share                                                                 
Purchase Trust     (4,631)                              (4,631)                 
Balance at                                                                      
30 June 2000,                                                                   
restated           357,783         46,760       111,046  515,589                
Share capital and                                                               
premium issued                                                                  
(net of costs)      36,356                                36,356                
Additional treasury                                                             
shares purchased                                                                
by Relyant Share                                                                
Option Trust                                                                    
(refer note 2)      (2,894)                               (2,894)               
Insurance statutory                                                             
contingency reserve                                                             
movement                           (3,260)        3,260        -                
Liability portion of                                                            
preference dividends                                                            
transferred from                                                                
retained surplus                   22,703       (22,703)       -                
Realisation of                                                                  
investment revaluation                                                          
reserve                               406                    406                
Attributable earnings                                                           
for the year                                     31,216   31,216                
Balance at                                                                      
30 June 2001,                                                                   
restated          391,245          66,609       122,819  580,673                
Ordinary share                                                                  
capital and                                                                     
premium to be                                                                   
issued          1,269,551        (115,464)             1,154,087                
Share capital                                                                   
and premium to                                                                  
be issued                                                                       
(net of costs)    769,551                                769,551                
Compulsorily                                                                    
convertible                                                                     
preference shares                                                               
to be converted                                                                 
into ordinary                                                                   
shares            500,000        (115,464)               384,536                
Liability portion                                                               
of preference                                                                   
dividends                                                                       
transferred from                                                                
retained surplus                   55,355        (55,355)       -               
Insurance statutory                                                             
contingency reserve movement          187           (187)       -               
Realisation of investment                                                       
revaluation reserve                   267                     267               
Botswana capital                                                                
adequacy reserve movement           2,428         (2,428)       -               
Attributable loss for the year                  (619,128) (619,128)             
Balance at                                                                      
30 June 2002      1,660,796         9,382       (554,279) 1,115,899             
SEGMENTAL ANALYSIS                                                              
Year       Year              
                                                  ended      ended              
                                                30 June    30 June              
                                                   2002       2001              
R000`s     R000`s              
Turnover                                                                        
Value retailing                                 815,768    584,627              
Credit chains                                 1,497,759  1,532,791              
Microlending finance charges earned              90,857     21,382              
Repair services                                  76,205     67,086              
Total                                         2,480,589  2,205,886              
EBITDA                                                                          
Value retailing                                  17,135     42,379              
Credit chains                                   122,342    142,694              
Microlending                                     29,801     11,775              
Insurance and repair services                    24,671     36,388              
Corporate                                        (7,874)   (10,439)             
Total                                           186,075    222,797              
Gross Capital Expenditure                                                       
Value retailing                                  13,914     10,563              
Credit chains                                    13,491     23,011              
Microlending                                        257        321              
Insurance and repair services                     2,352      4,072              
Total                                            30,014     37,967              
Depreciation and amortisation                                                   
Value retailing                                  14,620      7,442              
Credit chains                                    18,719     21,276              
Microlending                                        125         83              
Insurance and repair services                     3,321      3,150              
Corporate                                         7,122     19,459              
Total                                            43,907     51,410              
                                                30 June    30 June              
2002       2001              
                                                 R000`s     R000`s              
Total assets                                                                    
Value retailing                                 522,920    469,468              
Credit chains                                 2,178,628  1,906,981              
Microlending                                      8,614     75,472              
Insurance and repair services                   291,676    342,309              
Total                                         3,001,838  2,794,230              
Interest bearing bank borrowings                                                
Value retailing                                 101,827     79,511              
Credit chains                                 1,049,775    828,826              
Microlending                                     25,944     64,198              
Corporate - Acquisition funding                 113,713     26,412              
Total                                         1,291,259    998,947              
Interest free liabilities                                                       
Value retailing                                 208,930    201,293              
Credit chains                                   313,129    402,956              
Microlending                                      1,259      4,763              
Insurance and repair services                    38,327     33,242              
Corporate - preference                                                          
shareholder for dividends                       33,035          -               
Total                                           594,680    642,254              
Note 1 - Accounting policies and basis of accounting                            
The principal accounting policies used, are in all material respects            
consistently applied, except for the accounting for Relyant shares and future   
conversion rights to Relyant shares held by the Relyant Share Option Trust and  
the Relyant Executive Share Purchase Trust, as noted in note 2, and conform with
South African Statements of Generally Accepted Accounting Practice ("GAAP").    
Consistent with prior years, for administrative purposes, trading month-ends    
close on the seventh of each subsequent month.                                  
Note 2 - Change in accounting policy and prior year adjustment                  
During the year, the Group changed its accounting policy in respect of Relyant  
shares and future conversion rights to Relyant shares held by the Relyant Share 
Option Trust and the Relyant Executive Share Purchase Trust respectively. The   
Group`s investments in these equity instruments are now accounted for as        
treasury shares and are offset against share capital and premium.               
The effects of this change are shown in the Statement of Changes in Ordinary    
Shareholders` Equity.                                                           
Note 3 - Comparative figures                                                    
Certain of the 30 June 2001 balance sheet comparatives have been restated in    
line with current classifications.                                              
Note 4 - Audit review                                                           
The year-end results have been reviewed in terms of Rule 3.23 of the listing    
requirements of the JSE Securities Exchange South Africa by the Company`s       
auditors, Deloitte & Touche. This unqualified review opinion is available on    
request from the Company Secretary. The annual financial statements and related 
audit report have not been finalised.                                           
                                                 Year       Year                
ended      ended                
                                              30 June    30 June                
                                                 2002       2001                
                                               R000`s     R000`s                
Note 5 - Turnover                                                               
Comprises:                                                                      
Cash sales                                    866 110     625 617               
- Glick`s Furniture and Bedding (i)           383 591     164 034               
- Other brands                                482 519     461 583               
Credit sales                                1 091 772   1 097 803               
Total sales                                 1 957 882   1 723 420               
Finance charges earned                        522 707     482 466               
Turnover                                    2 480 589   2 205 886               
(i) Prior year five months only                                                 
Note 6 - Impact of application of AC125                                         
Income statement for the year                                                   
Total preference dividends paid and accrued    65 911      32 441               
Less: allocated as a repayment of liability   (55 355)    (22 703)              
Less: allocated as net financing costs        (10 556)     (9 738)              
Preference dividends, per income statement           -           -              
Note 7 - Exceptional items                        Year        Year              
                                                 ended       ended              
                                               30 June     30 June              
                                                  2002        2001              
R000`s      R000`s              
Comprise:                                                                       
Restructure provision                          583 646                          
 - Provision for total arrears:                                                 
- retail debtors                            309 227                          
   - closed stores                              18 013                          
   - microloan debtors                          47 057                          
Additional provision for closed                                                 
stores` debtors                             45 199                           
-  Provision against aged,                                                      
   damaged and obsolete stock                  24 403                           
 - Closed stores rental costs and                                               
diminution in value of assets                50 283                          
 - Impairment of goodwill and trademarks        86 727                          
 - Costs relating to early settlement                                           
   of debt portion of compulsorily                                              
convertible debentures                        2 737                          
Loss on sale of microloan business              18 715                          
Set-up and settlement costs of regional                                         
distribution centre contract                     6 704                          
Impairment of investment in e-commerce hub       4 095                          
Provision no longer required                         -       (9 324)            
                                               613 160       (9 324)            
Note 8 -Taxation and deferred taxation                                          
Although Relyant incurred a loss before taxation in the current year, the       
directors have evaluated the positive impact of the recapitalisation, which will
result in significant financing cost savings in the future. This, together with 
the non-recurrence of the exceptional items, should generate substantial        
improvements in the Group`s profitability over the next five years. Taking these
factors, as well as certain economic projections into account, the directors    
have deemed it appropriate to increase the deferred tax asset, from the levels  
reported in the Interim Results, by R50 million in respect of the restructure   
provision.                                                                      
The tax effect of the temporary differences not recognised, amounting to R131,5 
million, represents an unrecognised deferred tax asset as at 30 June 2002.      
The effective rate reflected in the income statement of only 3,5% is reconciled 
to the standard rate of 30% as follows:                                         
Tax at standard rate (R641 549 loss                                             
before tax @ 30%)                               (192 465)  18 886               
Temporary differences not recognised             131 518        -               
Permanent differences                             31 715    5 404               
STC                                                7 765    4 036               
Prior year adjustments and rate changes           (1 440)   4 175               
Other                                                486     (764)              
Tax credit per Income Statement                  (22 421)  31 737               
                                                  30 June  30 June              
                                                     2002     2001              
Note 9 - Ordinary shares in issue (000`s)                                       
Total ordinary shares in issue - closing           75 165   75 165              
Treasury shares held by the Relyant                                             
Share Option Trust                                 (7 089)  (7 089)             
Ordinary shares in issue - closing                 68 076   68 076              
Total ordinary shares in issue - weighted average  75 165   65 645              
Treasury shares held by the Relyant                                             
Share Option Trust                                 (7 089)  (6 233)             
Ordinary shares in issue - weighted average        68 076   59 412              
Note 10 - Fully diluted shares -                                                
weighted average (000`s)                          30 June  30 June              
                                                     2002     2001              
Total fully diluted shares - weighted average     104 087   94 567              
Treasury shares held by the Relyant                                             
Share Option Trust                                 (7 089)  (6 233)             
Rights to acquire Relyant shares held by the                                    
Relyant Executive Share Purchase Trust             (1 029)  (1 029)             
Fully diluted shares - weighted average            95 969   87 305              
Note 11 - Accounts receivable                      R000`s     R000`s            
Gross instalment debtors                        1 847 436  2 022 623            
Provision for unearned income                    (231 900)  (259 365)           
Provision for doubtful debts                     (330 421)   (99 013)           
Net instalment debtors                          1 285 115  1 664 245            
Net microloan debtors                                   -     74 962            
Net trade debtors                                  (3 654)    19 353            
1 281 461  1 758 560            
The Group has ceded its accounts receivable book to its principal bankers for   
the existing facilities granted, as well as for the new five year funding       
facility that becomes effective when the rights issue proceeds are received.    
Note 12 - Debtor for share issue proceeds                                       
This amount relates to the present value of the gross proceeds to be received in
respect of shares to be issued as noted in the circular to shareholders dated 24
June 2002. The cash proceeds in respect of the issue of shares for cash (R51,7  
million) were received on 7 August 2002. The rights issue proceeds of R739,8    
million, which will be received on 6 September 2002, have been discounted back  
to present value as required by GAAP. In terms of GAAP, this discount will be   
recognised as finance income in the first two months of the new financial year. 
For further details refer note 13 below.                                        
Note 13 - Ordinary share capital and premium to be issued                       
                                                          30 June               
                                                             2002               
R000`s               
Comprise:                                                                       
51 676 000 ordinary shares to be issued                                         
at R1,00 to new investor                                   51 676               
822 044 412 new ordinary shares to be issued                                    
at R0,90 in terms of a fully underwritten rights offer    722 875               
 - gross proceeds                                         739 840               
 - net present value discount                             (16 965)              
Early conversion of 22 727 272 compulsorily                                     
cumulative convertible preference shares                  500 000               
 - equity portion                                         384 536               
 - debt portion                                           115 464               
Share issue costs                                          (5 000)              
                                                        1 269 551               
Note 14 - Compulsorily convertible debentures                                   
The settlement of the debt element of the compulsorily convertible debentures   
was accelerated at 30 May 2002 by converting the promissory notes attached to   
the compulsorily convertible debentures to a loan for a total settlement of     
R46,3 million (at an interest rate which is more favourable to Relyant than that
which was applied to the compulsorily convertible debentures).                  
The acceleration of the settlement of the debt element of the compulsorily      
convertible debentures does not extinguish, reduce or otherwise vary the rights 
or obligations of any participant in the Compulsorily Convertible Debenture     
Scheme ("the Scheme") to Relyant and/or the Relyant Executive Share Purchase    
Trust ("the Trust"). The participants in the Scheme have waived all rights under
the existing Scheme and remain obligated until a new scheme, and their          
participation therein, has been approved by the reconstituted Board and all     
necessary regulatory authorities, including shareholders.                       
Note 15 -Gearing                                                                
                                                 30 June     30 June            
                                                    2002        2001            
                                                  R000`s      R000`s            
Total shareholders` equity per balance sheet   1 115 899   1 008 806            
Add: Long term liability, per AC125                    -      55 355            
Adjusted total shareholders` equity            1 115 899   1 064 161            
Interest bearing bank borrowings               1 291 259     998 947            
Interest bearing portion of amount due to vendors      -      57 912            
Total borrowings                               1 291 259   1 056 859            
Less: Proceeds of new share issues                                              
net of costs                                    (769 551)          -            
Borrowings after including net share issue                                      
proceeds to be received                          521 708   1 056 859            
Gearing - including net share issue                                             
proceeds to be received                               47%        99%            
Gearing - before recapitalisation                    116%        99%            
Note 16 - Tangible net asset value per share                                    
This is calculated by dividing total shareholders` equity, less intangible      
assets, by the closing number of ordinary shares, including the shares to be    
issued, on a fully diluted basis:                                               
Total shareholders` equity per balance sheet     1 115 899  1 008 806           
Add: Long term liability, per AC125                      -     55 355           
Less: Goodwill                                      (2 954)   (45 058)          
Less: Trademarks                                   (39 321)   (82 596)          
Adjusted total shareholders` equity              1 073 624    936 507           
Closing number of ordinary shares,                                              
fully diluted (000`s)                              969 689     95 970           
Tangible net asset value per share,                                             
fully diluted (cents)                                  111        976           
The closing number of ordinary shares includes the shares to be issued in terms 
of the recapitalisation referred to in note 13.                                 
Note 17 - Net financing costs paid                   Year       Year            
                                                    ended      ended            
                                                  30 June   3 0 June            
                                                     2002       2001            
R000`s     R000`s            
Financing costs on bank borrowings                160 001    108 020            
Additional financing costs prescribed by AC125     10 556      9 738            
Movement in accrued interest                       29 076    (16 446)           
Net financing costs paid                          199 633    101 312            
Note 18 - Capital expenditure                        Year       Year            
                                                    ended      ended            
                                                  30 June    30 June            
2002       2001            
                                                   R000`s     R000`s            
Incurred                                           30 014     37 967            
                                                  30 June    30 June            
2002       2001            
                                                   R000`s     R000`s            
Committed                                             782      1 535            
Authorised but not contracted                      39 151     48 080            
Note 19 - Commitments                                                           
Operating lease commitments                       519 664    656 615            
Note 20 - Contingent commitment                                                 
Relyant has a contingent commitment amounting to a maximum of R44,5 million to  
fund the participants to the Scheme via the Trust to the extent that the        
participants cannot meet their obligation when the conversion rights under the  
Scheme convert to 11 439 588 ordinary shares at R4,28 on 1 March 2004. However, 
this will have no cash flow or earnings impact for the Group.                   
Note 21 - Related party transactions                                            
Related parties exist within the Group. However, all purchasing and selling     
transactions are concluded at arm`s length. The Group`s insurance subsidiaries  
conduct certain business with a director of the insurance subsidiaries, all at  
arm`s length. Certain of the Group`s premises are leased from the Glick family, 
all at arm`s length.                                                            
During the year, the Group sold its microlending business to a joint venture    
controlled by FirstRand Bank Limited, a significant debt funder, indirect       
shareholder and participant in the underwriting of the rights issue. This       
transaction was concluded at arm`s length.                                      
As part of the capital restructure, the following related party transactions,   
all concluded on arm`s length terms, occurred or will occur:                    
- As stated in note 14, the debt portion of the compulsorily convertible        
debentures was settled in full on 30 May 2002 by the granting of a loan by      
Investec Bank Limited, a shareholder, existing debt funder and participant in   
the underwriting of the rights issue;                                           
- the compulsorily convertible preference shares, held by Seawind 13            
(Proprietary) Limited, an existing ordinary shareholder, were converted on 2    
August 2002;                                                                    
- the first R306,3 million of the rights issue will be underwritten by the new  
investor;                                                                       
- the balance of the rights issue, amounting to R433,5 million, will be         
underwritten by the existing debt funders, being Absa Corporate and Merchant    
Bank, FirstRand Bank Limited, Investec Bank Limited and Standard Corporate and  
Merchant Bank;                                                                  
- Investec Bank Limited, acting through its Corporate Finance Division, acted as
the Group`s advisers.                                                           
COMMENTS                                                                        
Recapitalisation                                                                
As announced recently, shareholders approved the capital restructuring of       
Relyant at a general meeting held on 16 July 2002. A total of R792 million will 
be raised through the initial issue of shares for cash of R52 million to a new  
foreign investor, POCO International Holdings SA, followed by a rights issue of 
R740 million. This recapitalisation will place the Group in a sound financial   
position for the future.                                                        
Since all the necessary approvals have been received, the directors have        
resolved to include the effects of the capital restructuring in these results.  
This includes adjusting for the following:                                      
- the discounted net proceeds of approximately R770 million to be received in   
respect of shares to be issued have been included in ordinary shareholders`     
equity and the present value of the gross proceeds of R775 million have been    
shown as a separate receivable;                                                 
- the declaration of the remaining preference dividends due until the original  
date of the preference share conversion, amounting to R33,0 million and shown   
separately as an interest free liability;                                       
- the early conversion of the R500 million preference shares has been included  
in ordinary shareholders` equity as shares to be issued;                        
- the creation of the restructure provision referred to below, under exceptional
items.                                                                          
Trading                                                                         
Since the release of the Interim Results at the end of March 2002, trading      
conditions in the retail durables market and, more particularly the credit and  
microlending markets, deteriorated noticeably. As a result of this, together    
with the debilitating effects on staff morale of the uncertainties surrounding  
Relyant`s restructure, sales levels fell well below expectations and the Group  
incurred a significant loss in the second half of the financial year.           
The decline in sales was also influenced by management`s efforts to ensure that 
the quality of credit granting was maintained and, in certain brands, made more 
stringent, resulting in credit sales during the year shrinking by 0,5%. There   
was also a marked increase in the proportion of cash sales in the second half,  
which limited the increase in total income. In addition, management`s stated    
objective of ensuring better margin business had a negative influence on sales  
volumes, but resulted in an increase in the gross profit percentage of sales to 
34,7% for the year, compared with last year`s achievement of 33,1%.             
As disclosed in the Interim Results, during the first half of the year the Group
established an outsourced regional distribution centre for merchandise storage  
and delivery on behalf of The Cities (Furniture City, Appliance City and Sleep  
City). Start-up difficulties gave rise to poor customer service and stock       
availability problems and, consequently, the contract with the outsource partner
was renegotiated. Since then, there have been marked improvements in all problem
areas. Total estimated additional direct costs incurred over the period under   
the initial contract, excluding those costs disclosed as exceptional, amounted  
to an estimated R11,8 million, which has been included in EBITDA.               
Concerted efforts to reduce expenses limited the fall in EBITDA to 16,5%,       
excluding the effects of the exceptional items. Significantly higher financing  
costs were incurred during the period under review, arising from increased      
borrowings, higher interest rates and the AC125 effects of the declaration of   
the full amount of preference dividends. This resulted in a loss for the year of
some R28 million before exceptional items, compared to a profit for the first   
six months of R56 million. This translates into normalised earnings of R12      
million, on a fully diluted basis (13 cents per share).                         
Exceptional items                                                               
As analysed in note 7, exceptional items include the creation of the restructure
provision that was an integral and indivisible part of the capital restructure  
agreement. The other exceptional items, unrelated to the restructure provision, 
are detailed in the note. This restructure provision, which has been created in 
accordance with GAAP, will enable Relyant to accelerate the repositioning and   
rationalisation of the business.                                                
The bulk of the provision relates to the change in the basis of providing for   
doubtful debts. Whereas in the past, the Group provided a certain percentage    
against the balances of accounts that were in arrears, the new basis sets aside 
a full provision for the gross arrears. It is important to note that a new      
Statement of GAAP, AC133 dealing with financial instruments, will be applicable 
for financial years commencing on or after 1 July 2002. The Board believes that 
this statement will require all entities selling on credit to re-assess the     
basis of provisioning, which may lead to increases in provisions in those       
entities.                                                                       
The restructure provision also includes the effects of the closure of 29 non-   
performing stores at the end of June 2002 and the provision for onerous         
contracts in certain remaining non-performing stores in the Group.              
In terms of the restructure agreement, the value of intangibles has been re-    
evaluated at the financial year-end. The impairment of intangibles relating to  
the purchase of the Glick`s Furniture and Bedding businesses in the previous    
financial year, has been appropriately evaluated in terms of GAAP.              
After exceptional items, the Group incurred an attributable loss of R619        
million.                                                                        
Working capital management                                                      
The company`s policy of paying suppliers according to terms was strictly applied
at financial year-end, which resulted in a  reduction in trade creditors,       
amounting to R76 million compared with last year. Despite this, through         
intensive focus, the Group has contained the increase in working capital        
requirements during the year to some R57 million. This compares with an increase
in the prior year of more than R200 million. An integral part of this           
improvement relates to the achievement of a substantial reduction in aged       
inventory, through intense focus and enhanced use of the Group`s merchandise    
management systems and processes. As part of the restructure provision, a once- 
off amount has now been set aside for certain remaining aged inventory to ensure
its timeous disposal.                                                           
Cash flow and financial position                                                
As a result of the improved working capital position, a positive cash flow of   
R132 million was generated from operations, compared with R31 million generated 
in the prior year.                                                              
However, net financing costs actually paid of R200 million, which include prior 
year interest accruals of R29 million payable during the year (refer note 17),  
were almost R100 million more than last year`s payments and exceeded the cash   
generated from operations by R68 million. This, together with closure costs paid
of R52 million and the cash outflow of R87 million paid to the vendors of the   
Glick`s Furniture and Bedding businesses led to an increased level of           
borrowings.                                                                     
Consequently, interest bearing bank debt at financial year-end rose to an       
unsustainable R1,291 billion, with gearing of 116%, similar to levels that      
existed at the end of April 2002, when the directors released the Trading       
Update.  These levels were unacceptable to debt funders and directors. In the   
difficult prevailing environment, the need for a recapitalisation and rescue of 
the Group at that time became extremely urgent. After including the effects of  
the capital restructuring, however, this gearing reduces to 47%.                
Credit management                                                               
As part of the restructure provision, a change has been made to the basis for   
providing for doubtful debts and, consequently, a full provision has now been   
made for the total arrears. In addition, the provision in respect of debtors    
related to the stores that have been closed has been increased by a further R45 
million. This additional amount has been calculated based on the Group`s actual 
bad debt experience with stores closed previously.                              
Management has also identified accounts throughout the book where payments are  
not being made and a portion of the additional provision has been utilised to   
write these accounts off immediately. After this additional write-off, the      
Group`s total arrears, which are measured on a gross basis, and are now fully   
provided, reduced to R255 million, or 13,9% of the gross book. Subsequent to    
these actions, 80,0% of total retail debtors are now classified as "A" grade    
payers (June 2001 75,0%; May 2002 74,8%).                                       
Change in directorate                                                           
During the year a number of directors resigned from the Board. These included   
the previous Chairman, Sam Abrahams, to whom the Board is especially grateful   
for the proactive and constructive role he played in this Group`s development   
over the past four years. Also, to Pat Goss (who resigned at last year`s annual 
general meeting), Terry Rosenberg and Paul Glick, the Board wishes to express   
its appreciation for the positive contribution they made to the affairs of      
Relyant.                                                                        
The directors welcome the appointment of Peter Pohlmann and James Moore, of POCO
International Holdings SA, and Theunie Lategan and Martin Leigh of FirstRand    
Bank Limited.                                                                   
Prospects                                                                       
The environment for retail durables remains extremely difficult. The            
inflationary pressures resulting from the decline in the value of the Rand have 
had a negative impact on product prices and the already overburdened consumer.  
However, indications of significant industry consolidation, which is long       
overdue, should bring benefits in the medium term. Irrespective of these        
external factors, in the short term, the directors are committed to improving   
the operating performance of the Group.                                         
Internally, the removal of uncertainty, the renewed focus on trading,           
significant savings in net financing costs and the constructive input of our new
shareholders should result in an improved trading performance. Furthermore, the 
capital restructuring will place the Group in a strong position to benefit from 
any improvement in trading conditions.                                          
For and on behalf of the Board                                                  
CF Wells                                                      JM Moore          
Chief Executive Officer                                       Director          
12 August 2002                                                                  
Non-executive Directors:                                                        
PJB Pohlmann (Chairman)*, PJC Horne, HM Khoza, MT Lategan, MC Leigh,            
JM Moore, TH Nyasulu                                                            
Executive Directors:                                                            
CF Wells (Chief Executive Officer), RBG Sinclair                                
* German                                                                        
- British                                                                       
Registered office                                                               
Relyant House, 131 van Beek Street                                              
Ellis Park                                                                      
2094                                                                            
Telephone (011) 401-5000                                                        
Transfer secretaries                                                            
Computershare Investor Services Limited                                         
Second Floor, Edura House                                                       
41 Fox Street, Johannesburg, 2001                                               
Telephone (011) 492-1620/9                                                      
Auditors                                                                        
Deloitte & Touche                                                               
Internet site                                                                   
www.relyant.co.za                                                               
Date: 12/08/2002 08:05:07 AM Produced by the JSE SENS Department                
Profile Group (Pty) Ltd. has taken care in preparing all information on this website, but does not accept any liability for errors or out-of-date information.
Other Profile Group sites: FundsData Online (unit trust data)  |  Profile Group corporate site
[  Terms of Use |  Privacy Policy |  PAIA manual |  FAQs/Help |  Site Map |  © Copyright Reserved 2026  ]
  


Powered by ProfileData

Profile Mobile App Google Play Store Apple App Store


Follow us on: