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Acuity Group Holdings Limited - Abridged Audited Interim Consolidated Financial
Statements for the 12 months ended 31 March 2004
ACUITY GROUP HOLDINGS LIMITED
(Registration number 1998/011074/06)
Share code: ACY ISIN: ZAE000018149
(`Acuity` or `the company` or `the group`)
ABRIDGED AUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
for the 12 months ended 31 March 2004
AUDITED CONSOLIDATED BALANCE SHEET
(Figures in R`000) Interim as at Final as at
31 Mar 2004 31 Mar 2003
ASSETS
Non-current assets 1 033 474
Fixed assets - 361
Deferred taxation 1 033 -
Loans receivable - 113
Current assets 4 628 2 715
Accounts receivable and deposits 4 627 2 207
Taxation - 100
Cash and cash equivalents 1 408
Total assets 5 661 3 189
EQUITY AND LIABILITIES
Capital and reserves 4 908 (974)
Share capital 6 130 6 130
Non-distributable reserve 14 408 14 517
Accumulated profits/(losses) (15 630) (21 621)
Non-current liabilities 210 2 042
Interest bearing liabilities - 138
Loans payable 210 635
Amounts due to group companies - 1 269
Current liabilities 543 2 121
Accounts payable and provisions 543 2 021
Current portion of interest- - 83
bearing liabilities
Bank overdraft - 17
Total equity and liabilities 5 661 3 189
Net asset value per share (cents) 4.5 (0.9)
Net tangible asset value per 4.5 (0.9)
share (cents)
Shares in issue - closing (`000) 108 315 108 315
AUDITED CONSOLIDATED INCOME STATEMENT
(Figures in R`000) Interim Final
12 months ended 12 months ended
31 Mar 2004 31 Mar 2003
Revenue and other income 3 913 5 815
Profit on sale of fixed assets 290 -
Loans written off 307 -
Profit on sale of subsidiaries 734 -
Operating costs (281) (6 565)
Operating profit/(loss) before 4 963 (750)
interest and taxation
Net interest received (paid) (5) 30
Net profit/(loss) before taxation 4 958 (720)
Taxation 1 033 -
Net profit/(loss) for the period 5 991 (720)
Earnings/(loss) per share (cents) 5.5 (0.7)
Loans written-off (0.3) 0.2
Profit on sale of subsidiaries (0.7) -
Profit on sale of fixed assets (0.2) -
Headline earnings 4.3 (0.5)
Management fees (2.5)
Deferred tax provided (previous (2.0)
years` losses)
More comparative headline loss (0.2)
Shares in issue - weighted (`000) 108 315 108 315
AUDITED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
(Figures in Share Share Non- Accumulated Total
R`000) capital premium distribut profit
able
reserve
Balance at 01 1 083 5 047 (20 901) (254)
Apr 2002 14 517
Net loss for the - - - (720) (720)
period
Balance at 01 1 083 5 047 (21 621) (974)
Apr 2003 14 517
Sale of - - - (109)
subsidiaries (109)
Net profit for - - 5 991 5 991
the period -
Balance at 31 1 083 5 047 (15 630) 4 908
Mar 2004 14 408
AUDITED CONSOLIDATED CASH FLOW STATEMENT
(Figures in R`000) Interim Final
12 months 12 months
ended 31 Mar ended 31 Mar
2004 2003
Cash flows from operating (408) 340
activities
Cash receipts from customers 38 8 038
Cash paid to suppliers and (441) (7 728)
employees
Cash utilised in operating (403) 310
activities
Interest received - 45
Interest paid (5) (15)
Taxation paid - -
Cash flows from investing (32) (331)
activities
Cash flow to maintain activities
Furniture, fittings and - (237)
equipment acquired
Plant and equipment sold 127 -
Cash flow to expand activities
Advances 240 (94)
Proceeds of disposal of (399) -
investments (net of
cash disposal of)
Cash flow from financing 50 437
activities
Increase in/(payments on) vendors - (250)
loans
Proceeds from long term - 221
borrowings
Loans raised/(repaid) 50 466
Increase/(Decrease) in cash and (390) 446
cash equivalents
Cash and cash equivalents at the 391 (55)
beginning of the year
Cash and cash equivalents at the 1 391
end of the year
Commentary
Acuity`s interim financial results for the 12 months to 31 March 2004 were
audited by Compendium (Pretoria) Incorporated, whose report is available for
inspection at the company`s registered office.
As previously announced, Acuity acquired with effect from 1 July 2003 (`the
effective date`), subject to shareholder approval, the businesses of Avondale
(Pty) Ltd and the Cream Star partnership, which focus on the manufacturing,
packaging and trading of ice cream and related products (`the transaction`).
Although the Alternative Exchange (`AltX`) of the JSE Securities Exchange South
Africa approved the transfer of the company`s listing to the AltX board subject
to regulatory and shareholder approval of the transaction, transaction delays
have been experienced as a consequence of uncertainties relating to the AltX
listing process. However, these uncertainties have now been largely resolved
and the requisite documentation is currently being assessed by the JSE. The
circular to shareholders is expected to be posted in early July 2004, providing
shareholders with notice of a general meeting at which meeting they will be
asked to approve the transaction.
In terms of the transaction, Acuity will change its name to Milkworx Ltd and has
changed its year-end from March to June (in order to divide the financial year
into two more comparable seasonal halves). The main feature of the interim
results is the management fee of Avondale and Cream Star that has accrued to
Acuity for the nine months from the effective date. This management fee of
R3.875 million was raised on the basis that the controlling shareholder has
given an irrevocable undertaking to vote in favour of the transaction. Other
significant gains were made on the sale of investments (R734 000) and office
equipment (R289 847), and on the writing off of the shareholder`s loan (R306
464), all of which were related to fulfilling warranties provided in terms of
the transaction. In combination, these gains have had the effect of boosting
the group`s before-tax profit for the period to R4.958 million (2003: loss of
R0.720 million). After making provision for deferred tax, earnings after tax
for the interim 12 months under review amounted to R5.991 million (2003: loss of
R0.720 million) or 5.5 cents per share (`cps`) (2003: loss of 0.7 cps).
Headline earnings for the period amounted to 4.4 cps (2003: loss of 0.5 cps).
Shareholders should, however, take care when interpreting these figures. If the
management fee is excluded from headline earnings, a more comparative headline
loss per share of 0.2 cps is calculated (2003: loss of 0.5 cps). Alternatively,
on a pro forma fully diluted basis (that is taking into account, on a weighted
average basis, the shares to be issued to the vendors of the businesses to be
acquired), headline earnings amounted to 1.2 cps. Management regards this
measure, albeit based on a pro forma adjustment to the audited profit figures,
as the most appropriate indication of the performance of Acuity after the
acquisition.
All remaining subsidiaries were sold during the period under review and
shareholders will also be asked to ratify the agreements for the sale of all
these subsidiaries at the general meeting referred to above.
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
29 June 2004
Directors: KJ Gribnitz, JP Nel, PE du Preez, SA Roux
Transfer secretaries Registered address
Computershare Services Investor Mirkwood Estate, Klipkop - JR 396, Gauteng
Services 2004 (Pty) Ltd
Corporate Advisor Sponsor
Radagast Capital (Pty) Ltd River Sponsors (Pty) Ltd
Date: 29/06/2004 04:37:16 PM Produced by the JSE SENS Department
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