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FORIM HOLDINGS LIMITED - AUDITED RESULTS FOR THE YEAR ENDED 29 FEBRUARY 2004
AND FURTHER CAUTIONARY ANNOUNCEMENT
Forim Holdings Limited
(Incorporated in the Republic of South Africa)
(Registration number 1986/004111/06)
JSE Share code: FOM
ISIN: ZAE000002689
(`Forim`, `the company` or `the group`)
AUDITED RESULTS FOR THE YEAR ENDED 29 FEBRUARY 2004 AND FURTHER CAUTIONARY
COMMENTARY
Overview
In addition to the letting of the group`s properties in and around the
Johannesburg Central Business District, the group`s major activities are
conducted by its listed subsidiary, Alliance Pharmaceuticals Limited
(`Alliance`), which operates in the health care and consumer personal care
market sectors. Shareholders are referred to the audited results of Alliance
which are published contemporaneously with this notice.
As notified in the Trading Statement published on 16 April 2004, the results for
the year to 29 February 2004 would show a substantial improvement on the
previous year. This was achieved through the improved trading results of
Alliance and the elimination of gearing in the group as a result of the disposal
of some of the group`s investment properties, as previously reported.
Financial Review
The group`s earnings continue to be supported by a strong cash flow from
Alliance`s operating activities. In addition, the disposal of investment
properties enabled the group to eliminate its interest bearing debt.
Earnings per share increased by 6.0 cents (171%) to 9.5 cents compared to 3.5
cents per share for the previous year and headline earnings per share increased
by 8.0 cents (154%) to 13.2 cents compared to 5.2 cents for the previous year.
Discontinued Operations
In the notice of 16 April 2004, shareholders were advised that an agreement had
been entered into to dispose of the business of Isotec Nutrition (Pty) Ltd
(`Isotec`) with effect from 1 March 2004, for a cash consideration of R25
million subject to the fulfilment or waiver of certain suspensive conditions.
Forim has an effective 48% interest in Isotec. Isotec`s effective contribution
to the group is set out in the note on discontinued operations.
Prospects
It is anticipated that Alliance`s successful core businesses will continue to
provide the base for future growth of Forim`s earnings.
Accounting Policies
The results have been compiled in accordance with South African Statements of
Generally Accepted Accounting Practice, the Listings Requirements of the JSE
Securities Exchange South Africa (`JSE`) and Schedule 4 of the South African
Companies Act. The accounting policies used in the preparation of the results
are consistent in all material respects with those adopted in the comparative
reporting periods.
Audit Report
The results for the year ended 29 February 2004 have been audited by Grant
Thornton. Their unqualified audit opinion is available for inspection at the
company`s registered office.
Further Cautionary Announcement
Shareholders are referred to the further cautionary announcement published on
SENS on 16 April 2004. The negotiations referred to in the further cautionary
announcement are continuing and may result in a change in control in the
company, an offer to minority shareholders and/or an affected transaction in
terms of the Securities Regulation Code on Take-overs and Mergers. As these
negotiations may have an effect on the price at which the company`s securities
trade on the JSE, shareholders of Forim are advised to continue to exercise
caution when dealing in their shares until a further announcement is made.
By order of the Board
H R Levin M Gelbart
Chairman Chief Executive Officer
28 May 2004
Directors:
H R Levin* (Chairman), M Gelbart (Chief Executive Officer),
Y Bhayat*, J E Forman (*non-executive)
Transfer secretaries:
Computershare Investor Services 2004 (Pty) Ltd
PO Box 1053, Johannesburg, 2000
Company secretary:
Executive Secretarial Services CC
PO Box 261269, Excom, 2023
Sponsor:
Sasfin Corporate Finance,
a division of Sasfin Bank Limited
INCOME STATEMENT
2004 2003
Audited Audited
R`000 R`000
Turnover 231 792 213 880
Cost of sales (154 064) (151 414)
Gross profit 77 728 62 466
Operating expenses (58 976) (51 422)
Operating profit before amortisation
and fair value adjustment 18 752 11 044
Amortisation of goodwill, patents and trademarks (1 500) (1 500)
Fair value adjustment of investment property (225) 40
Operating profit 17 027 9 584
Net interest received/(paid) 646 (2 134)
Profit before taxation 17 673 7 450
Taxation (8 641) (3 755)
Profit after taxation 9 032 3 695
Minority share of profits (4 292) (1 940)
Profit for the year 4 740 1 755
Earnings per share (cents)
Basic earnings 9,5 3,5
Headline earnings 13,2 5,2
Number of ordinary shares in issue (`000) 50 000 50 000
Reconciliation of headline earnings to earnings
Earnings 4 740 1 755
Amortisation of goodwill 920 920
Fair value adjustment of investment property 225 (40)
Profit on disposal of property plant and equipment (492) (54)
Impairment of assets 1 194 -
Headline earnings 6 587 2 581
DISCONTINUED OPERATIONS
- INCOME STATEMENT
Turnover 79 703 68 681
Cost of sales (52 781) (48 064)
Gross profit 26 922 20 617
Operating expenses (13 817) (10 639)
Operating profit 13 105 9 978
Net interest paid (37) (142)
Profit before taxation 13 068 9 836
Taxation (3 938) (2 967)
Profit after taxation 9 130 6 869
Minority share of profits (4 751) (3 574)
Profit for the year 4 379 3 295
Earnings per share (cents)
Basic and headline earnings 8,8 6,6
CASH FLOW STATEMENT
2004 2003
Audited Audited
R`000 R`000
Cash generated from operations 14 780 10 690
Net finance costs 678 (2 134)
Taxation paid (2 615) (439)
Cash flow from operating activities 12 843 8 117
Cash flow from investing activities 11 514 (2 346)
Cash flow from financing activities (6 380) (1 420)
Net cash flow for the year 17 977 4 351
Cash and cash equivalents at
beginning of the year (1 510) (5 861)
Cash and cash equivalents at end of the year 16 467 (1 510)
BALANCE SHEET
2004 2003
Audited Audited
R`000 R`000
ASSETS
Property, plant and equipment 7 718 10 012
Investment properties 10 025 23 040
Intangible assets 27 101 28 587
Financial assets 35 35
Deferred taxation 429 434
Current assets 90 966 80 524
Inventories 37 728 42 146
Trade and other receivables 35 639 28 909
Deferred expenses 210 1 217
Prepaid expenses 853 246
Taxation 69 367
Cash and cash equivalents 16 467 7 639
Total assets 136 274 142 632
EQUITY AND LIABILITIES
Shareholders` interest 58 111 55 871
Minority interest 37 753 34 132
Long-term liabilities 642 1 011
Deferred taxation 930 1 395
Current liabilities 38 838 50 223
Interest bearing liabilities 331 3 171
Taxation 9 188 2 968
Trade and other payables 28 197 33 916
Overdraft - 9 149
Provisions 1 122 1 019
Total equity and liabilities 136 274 142 632
Net asset value per share (cents) 116,2 111,7
STATEMENT OF CHANGES IN EQUITY
Non-
Share distribu- Distribu-
capital and table table
premium reserves reserves Total
R`000 R`000 R`000 R`000
Balance at 1 March 2001 23 757 405 30 095 54 257
Share of accumulated loss
on joint venture not
previously consolidated - - (141) (141)
Net loss for the year - - 1 755 1 755
Transfer from
non-distributable
reserves - (45) 45 -
Balance at 1 March 2002 23 757 360 31 754 55 871
Net profit for the year - - 4 740 4 740
Transfer from
non-distributable
reserves - (45) 45 -
Repayment of share
premium (2 500) - - (2 500)
Balance at 28 February
2003 21 257 315 36 539 58 111
ends
31 May 2004
Date: 31/05/2004 03:28:39 PM Produced by the JSE SENS Department
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