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ACUITY GROUP HOLDINGS LIMITED - ABRIDGED UNAUDITED FINANCIAL STATEMENTS
FOR THE 6 MONTHS ENDED 30 SEPTEMBER 2003
ACUITY GROUP HOLDINGS LIMITED
(Registration number 1998/011074/06)
Share code: ACY ISIN: ZAE000018149
("Acuity" or "the company" or "the group")
ABRIDGED UNAUDITED FINANCIAL STATEMENTS
for the 6 months ended 30 September 2003
GROUP BALANCE SHEETS
Group Un- Group Group
consolidated Consolidated Consolidated
Unaudited - Audited - Unaudited -
6 months 12-months 6 months
ended ended ended
30 Sep 2003 31 Mar 2003 30 Sep 2002
(R"000) (R"000) (R"000)
ASSETS
Non-current assets 14 474 388
Fixed assets 14 361 329
Investment in subsidiaries - - -
Loans receivable - 113 59
Current assets 1 2,715 4,510
Accounts receivable - 2,141 3,761
Deposits - 66 55
Taxation - 100 101
Cash and cash equivalents 1 408 592
Total assets 15 3,189 4,898
EQUITY AND LIABILITIES
Capital and reserves (503) (974) (295)
Share capital 6,130 6,130 6,028
Non-distributable reserve 14,408 14,517 14,619
Accumulated profits/(losses) (21,041) (21,621) (20,943)
Non-current liabilities 336 2,042 1,440
Interest-bearing liabilities - 138 43
Loans payable 336 635 419
Amounts due to group - 1,269 978
companies
Current liabilities 182 2,121 3,754
Accounts payable and 163 2,021 3,740
provisions
Bank overdraft 19 17 4
Short-term portion of long- - 83 10
term liabilities
Total equity and liabilities 15 3,189 4,898
Net asset value and net (0.5) (0.9) (0.3)
tangible asset value per
share (cents)
Number of shares ("000) 108,315 108,315 108,315
GROUP INCOME STATEMENTS
Group Un- Group Group
consolidate Consolidate Consolidate
d Unaudited d Audited d Unaudited
6 months 12-months 6 months
ended ended ended
30 Sep 2003 31 Mar 2003 30 Sep 2002
(R"000) (R"000) (R"000)
Revenue - 5,815 3,051
Cost of sales - - -
Gross profit/(loss) - 5,815 3,051
Operating costs (236) (6,565) (3,116)
Operating profit/(loss) (236) (750) (65)
Income on sale of fixed 84 - -
assets
Operating profit/(loss) (152) (750) (65)
before interest and taxation
Interest received/(paid) (2) 30 24
Net profit/(loss) before (154) (720) (41)
taxation
Taxation - - -
Net profit/(loss) for the (154) (720) (41)
period
Earnings/(loss) per share (0.1) (0.7) (0.0)
(cents)
Loans written-off (cents) - 0.2 (0.4)
Profit on sale of fixed (0.1) - -
assets (cents)
Headline earnings/(loss) per (0.2) (0.5) (0.4)
share (cents)
Weighted average number of 108,315 108,315 108,315
shares (`000)
GROUP UNCONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
Share Share Non- Accu- Total
capital premium distributable mulated
(R"000) reserve profit
Balance at 1 1,083 5,047 14,408 (19,474) 1,064
Apr 2002
Net loss for - - - (1,413) (1,413)
the period
Balance at 1 1,083 5,047 14,408 (20,887) (349)
Apr 2003
Net loss for - - - (154) (154)
the period
Balance at 30 1,083 5,047 14,408 (21,041) (503)
Sep 2003
GROUP CASH FLOW STATEMENTS
Group Group Group
Unconsolidate Consolidate Consolidate
d Unaudited d Audited d Unaudited
6 months 12-months 6 months
ended ended ended
30 Sep 2003 31 Mar 2003 30 Sep 2002
(R"000) (R"000) (R"000)
Cash flows from operating (188) 340 627
activities
Cash receipts from customers - 8,038 3,714
Cash paid to suppliers and (186) (7,728) (3,110)
employees
Cash utilised in operating (186) 310 604
activities
Interest received - 45 24
Interest paid (2) (15) -
Taxation paid - - -
Cash flows from investing 72 (331) (108)
activities
Cash flows to maintain
activities
Furniture and equipment (15) (237) (68)
acquired
Plant and equipment sold 84 - -
Cash flows to expand
activities
Advances - (94) (40)
Proceeds from the disposal of 3 - -
investments
Cash flows from financing 108 437 125
activities
Payment on vendors" loans - (250) -
Proceeds from long-term - 221 51
borrowings
Loans raised 108 466 74
Increase/(Decrease) in cash (8) 446 644
and cash equivalents
Cash and cash equivalents at (11) (55) (56)
beginning of year
Cash and cash equivalents at (19) 391 588
end of year
COMMENTARY
Financial results
The interim results for the six months to September 2003 reflect the final phase
in the restructuring of Acuity. Shareholders should therefore take care not to
put undue significance on direct comparisons with the past. The last remaining
operating subsidiary was sold to management on 1 April 2003, while the two
intermediary holding companies were sold to Gandalf Trust on 30 June 2003. Both
these transactions are subject to shareholder ratification. As a consequence,
the board obtained permission from the Registrar of Companies (in terms of
Section 291 of the Companies Act) to not consolidate any of the Acuity
subsidiaries in respect of the group financial statements. This was considered
prudent on the grounds that it would be misleading to shareholders, particularly
since the controlling shareholder has already confirmed that it will vote in
favour of the disposal of the operating subsidiary. The indicated financial
treatment has resulted in inconsistencies at the interim stage in respect of
certain comparative figures. The shareholder"s loan has been subordinated in
favour of other creditors.
Prospects
As per the announcements of 23 June and 9 December 2003, Acuity acquired, inter
alia and with effect from 1 July 2003, the businesses of Avondale and Cream
Star. This reverse-acquisition will see Acuity change its name to Milkworx Ltd
and in future focus on the manufacturing, packaging and trading of ice cream and
related products. The Alternative Exchange ("AltX") of the JSE Securities
Exchange South Africa has subject to regulatory and shareholder approval of the
transaction, approved the transfer of the company"s listing to the AltX board.
The requisite documentation to be presented to shareholders is currently being
prepared and is expected to be mailed during February 2004.
Continuing operations -
Abridged pro forma income
statement
(R"000) Unaudited
-
Three
months
ended
30 Sep
2003
Revenue 9,956
Cost of sales 6,218
Gross profit 3,738
Operating costs 3,483
Operating and 255
net profit
Given the conditionality of the transaction, the financial results of the
businesses to be acquired could not be formally incorporated into the unaudited
financial statements. In the interests of transparency and because the board
has already taken effective control over the assets, it was decided to include a
pro forma unaudited income statement for the period July to September 2003
incorporating the businesses to be acquired. Shareholders should consider these
pro forma results in relation to the profit forecast provided in the 9 December
2004 announcement and as illustrative in nature only. Due to the seasonality of
the ice cream business, the three months to September typically provide less
than 18% of annual turnover. Expenses were slightly above trend reflecting the
move to new premises of the Cream Star factory. In combination, the pro forma
unaudited income statement indicates that the new Milkworx Ltd business is in
line to meet its profit forecast of R1.683 million for the June 2004 year.
Accounting policies
The accounting policies of the group comply in all material respects with South
African Statements of Generally Accepted Accounting Practice and the Companies
Act and are consistent with those applied during the previous financial period.
Dividend
No dividend has been recommended or declared for the interim period.
For and on behalf of the board
KJ Gribnitz
Director
15 January 2004
Directors: KJ Gribnitz, JP Nel, PE du Preez, SA Roux
Corporate Advisor Sponsor
Radagast Capital (Pty) Ltd LPC Manhattan Sponsors (Pty) Ltd
Transfer secretaries Registered address
Computershare Services Ltd Mirkwood Estate
Klipkop - JR 396
Gauteng
Date: 16/01/2004 07:00:19 AM Produced by the JSE SENS Department
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