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WNH
WNH
Winhold Limited - Reviewed abridged consolidated results
Winhold Limited
(Registration number 1945/019679/06)
(Incorporated in the Republic of South Africa)
(Share code: WNH) & (ISIN number: ZAE000033916)
Statement of results
The board announces the reviewed abridged consolidated results of the group for
the six months ended 31 March 2006
Consolidated income statement
Year ended Six months ended
30 September 31 March
2005 "2006 "2005
(Re-stated) (Re-stated)
R"000 R"000 R"000
833,448 Revenue 412,443 404,983
34,059 Operating profit 16,391 15,855
- Investment income 2,596 -
(4,999) Net finance costs (6,476) (2,293)
29,060 Profit before taxation 12,511 13,562
(8,980) Taxation (4,115) (4,346)
20,080 Net profit after taxation 8,396 9,216
153 Share of after tax profit of 170 -
associate company
(2,839) Attributable to outside (117) (2,527)
shareholders
17,394 Ordinary shareholders profit 8,449 6,689
17,394 Earnings 8,449 6,689
13.8 Earnings per ordinary share 6,7 6,9
( cents )
16,972 Headline earnings 8,509 6,600
13.4 Headline earnings per 6.7 6.8
ordinary share ( cents )
Weighted average ordinary
shares in issue (000"s) on
which the earnings per
share has been calculated
108,074 126,215 94,197
126,215 Ordinary shares in issue ( 126,215 97,045
000"s )
7,0 Dividend per ordinary share - -
Reconciliation of headline
earnings
17,394 Ordinary shareholders profit 8,449 6,689
(479) Net profit / (loss) on 62 (142)
disposal of assets
61 Taxation effect thereon (2) 35
- Minority share of profit on - 23
sale of assets
(4) Preference Dividend - (4)
16,972 Headline earnings for the 8,509 6,601
year
Summarised consolidated balance sheet
Year ended Six months ended 31 March
30 September
2005
(Re-stated)
R"000
"2006 "2005
(Re-stated)
R"000 R"000
ASSETS
98,962 Property plant and equipment 97,361 84,573
823 Trade marks and patents 798 485
442 Other non current assets 378 872
- Investments 160,788 -
386 Investments in associates 480 -
26,541 Goodwill 26,541 -
2,778 Deferred taxation 1,719 1,927
Current assets
102,928 - inventory 124,537 107,865
131,095 - receivables 142,675 122,552
12,891 - bank and cash 15,612 9,512
376,846 Total assets 570,889 327,786
EQUITY AND LIABILITIES
123,627 Ordinary share capital and 123,627 69,662
premium
58,644 Retained earnings 58,259 47,939
182,271 Shareholder"s interest 181,886 117,601
30 outside shareholders 148 28,463
interest
182,301 Total Equity 182,034 146,064
Non-current liabilities
35,886 - interest bearing 193,816 17,505
1,268 - interest free 1,340 1,520
2,783 - deferred taxation 2,152 2,817
Current liabilities
25,597 - bank overdraft 40,835 32,286
10,561 - short term 11,468 15,648
borrowings
Current liabilities -
interest free
116,455 - payables 136,985 111,135
1,995 - taxation 2,259 811
376,846 Total equity and liabilities 570,889 327,786
Supplementary information
- Capital commitments 7,076 5,905
34,651 Capital expenditure 3,905 13,492
10,587 Depreciation 4,991 4,901
72,044 Interest bearing borrowings 246,119 65,440
12,774 Interest earning deposits 15,503 9,650
144,4 Net asset value per ordinary 144,1 121,2
share ( cents )
122,7 Net tangible asset value per 122,4 120,7
ordinary share ( cents )
Summarised consolidated cash flow statement
Year ended Six months ended 31 March
30 September
2005
R"000
"2006 "2005
R"000 R"000
(2,223) Cash flow (used in) / from (7,275) (20,371)
operating activites
44,165 Profit before interest, tax 21,444 20,721
and non-cash items
(12,911) Change in inventory (21,609) (17,848)
(6,771) Change in receivables (8,984) 1,772
1,602 Change in payables 17,572 (3,718)
26,085 Cash flow from operations 8,423 927
(4,998) Net finance costs (3,517) (2,293)
29 Dividends received from 76 -
associates
(15,906) Taxation paid (3,422) (11,571)
(7,433) Dividends paid (8,835) (7,434)
(34,436) Cash flow used in investing (164,215) (13,038)
activities
(1,322) Buyout of minorities in a - -
subsidiary
(34,651) Investment in fixed assets (3,905) (13,492)
- Investment in preference (160,788) -
shares
1,537 Proceeds from disposal of 478 454
fixed assets
20,070 Cash flow from financing 158,973 6,752
activities
26,238 Interest bearing borrowings 163,293 9,927
raised
(6,303) Interest bearing borrowings (4,384) (3,142)
repaid
135 Loans advanced 64 (33)
(16,589) Change in cash & cash (12,517) (26,657)
equivalents
3,883 Cash and cash equivalents at (12,706) 3,883
beginning of period
(12,706) Cash and cash equivalents at (25,223) (22,774)
end of period
Summarised consolidated statement of changes in equity
Year ended Six months ended 31 March
30September
2005
"2006 "2005
R"000 R"000 R"000
115,814 Shareholders" funds at 182,271 115,814
beginning of the period
53,965 Issue of ordinary shares - -
17,394 Ordinary shareholders" 8,449 6,689
profit for the period
(4,898) Dividend paid (8,834) (4,898)
- ordinary
(4) - preference - (4)
182,271 Shareholders" interests at 181,886 117,601
end of the period
Business segments
Mining Industrial Flexible
Consum- Consum- Plastics
Ables Ables Gundle
Inmins Inmins
Property
and
R"000 Other Totals
Turnover 12 373,806 128,794 330,848 - 833,448
months
to Sept
2005
6 175,877 65,362 171,204 - 412,443
months
to
March
2006
6 182,156 63,273 159,554 - 404,983
months
to
March
2005
Operating 12 12,913 6,282 12,903 1,960 34,058
months
to Sept
2005
Profit 6 5,083 2,982 10,310 612 18,987
months
to
March
2006
6 6,267 3,047 6,613 (74) 15,853
months
to
March
2005
Deprecia- 12 1,004 713 8,647 223 10,587
tion months
to Sept
2005
6 495 340 4,058 98 4,991
months
to
March
2006
6 542 341 3,902 116 4,901
months
to
March
2005
Capital 12 1,180 839 32,332 300 34,651
months
to Sept
2005
Expenditure 6 286 328 3,281 10 3,905
months
to
March
2006
6 571 745 12,129 47 13,492
months
to
March
2005
Total 12 114,208 46,360 203,674 12,604 376,846
months
to Sept
2005
Assets 6 138,954 53,229 303,196 75,510 570,889
months
to
March
2006
6 103,818 32,818 175,936 15,214 327,786
months
to
March
2005
Total 12 41,100 18,689 128,943 5,812 194,544
months
to Sept
2005
Liabilities 6 114,183 33,702 234,104 6,866 388,855
months
to
March
2006
6 59,184 17,326 98,447 6,765 181,722
months
to
March
2005
Impact of IFRS and other adjustments
(R"000) (R"000) (R"000)
IFRS IFRS IFRS
restated restated transition
year ended 6mths ended date
30 Sept 31March2005 1-Oct-04
2005
Impact on ordinary
shareholders" interest
Ordinary shareholders" 172,204 105,130 103,080
impact as previously
reported - SA GAAP
Change in accounting - 3,723 3,723
policy and correction of
prior period error
- change in subsidiary - 3,276 3,276
accounting policy
relating to property
from fair value to cost
method, in order to
comply with Group policy
- understatement in - (447) (447)
subsidiary taxation
charge
IFRS adoption 10,067 16,194 16,457
IFRS3 - Negative - 6,555 7,301
goodwill credited to
retained earnings
IAS16 - Restatement of 12,498 11,981 11,380
accumulated depreciation
to reflect Property
Plant and Equipment at
correct value based on
reassessment of useful
lives and residual
values
Deferred tax adjustments 2,431 2,342 2,224
on the above
restatements
Ordinary shareholders" 182,271 117,601 115,814
impact as currently
stated
INCOME STATEMENT IMPACT
Net Income as previously 16,483 6,952
reported - SA GAAP
IFRS adoption 911 (263)
IFRS3 - Negative - (746)
goodwill credited to
retained earnings
IAS16 - Restatement of 1,118 601
accumulated depreciation
to reflect Property
Plant and Equipment at
correct value based on
reassessment of useful
lives and residual
values
Deferred tax adjustments (207) (118)
on the above
restatements
Net income as currently 17,394 6,689
stated
COMMENTS
REVIEW OF RESULTS These results incorporate the effect of the conversion to
International Financial Reporting Standards ("IFRS"). The full disclosure of the
effect of the conversion to IFRS is given under the section headed Impact of
IFRS and Other Adjustments.
Revenue grew slightly by 1,8% to R412 million (2005 : R405 million).
Operating profit increased by 3,4% to R16,4 million (2005 : R15,9 million)
Investment income of R2,6 million(2005 : nil) was achieved as a result of the
Black Economic Empowerment ("BEE") restructuring. Due to increased investment in
plant and equipment in the second half of the 2005 financial year, and the BEE
restructuring loan, interest paid has increased to R6,5 million (2005 : R2,3
million).
Earnings increased by 26,3% to R8,4 million (2005 : R6,7 million), and headline
earnings increased by 28,9% to R8,5 million (2005 : R6,6 million ).
Earnings per share declined by 2,9% to 6,69 cents per share (2005 : 6,89 cps),
due to the increased number of shares in issue.
Likewise, headline earnings per share declined by 0,88% to 6,74 cents per share
(2005 : 6,80 cps).
During the reporting period there was a net cash outflow of R12,5 million.
The cashflow from operations was adversely affected by :
Dividends paid
Inventory - increased as long lead times
continued to persist
Receivables - increased in relation to the higher turnover in March
2006 as compared to the previous year.
An increase in payables funded a portion of the abovementioned outflows.
The gearing of the group increased substantially to 135% (2005 : 47%), due to
the large long term loan obtained to fund the restructure of the group for BEE
purposes. This however must be viewed in conjunction with the new investment.
For comparative purposes, if this long term loan is excluded, the gearing would
have reduced to 38% (2005 : 47%).
OPERATIONAL REVIEWS
The Gundle Group - As previously reported, market conditions remained tight due
to the strong rand, high polymer prices, and capacity oversupply, causing low
margins. Adverse conditions in the agricultural market caused fertilizer sales
to reduce significantly, and heavy rains during January and February in Gauteng
reduced cement consumption. Both these factors had a negative impact on Gundle"s
product volumes related to these markets.
Major capital expenditure implementation and commissioning problems have now
been solved and are contributing positively to results. Most of the steps
undertaken to improve divisional results during the latter part of the year are
contributing positively. More actions are being implemented to ensure continuous
improvements of all manufacturing units.
Shortages of recycled material and delays in the Sasol expansion projects
negatively impacted on inventory levels and cash flows.
The Inmins Group - Trading conditions continued on the same trend as reported
previously, particularly in the mining division. The anticipated growth in the
gold mining sector due to the increase in the gold price, did not materialise
during the current reporting period, resulting in less capital spending on hydro
power and back fill project business for the Inmins added value operation. Group
consumable business in the coal sector has also reduced, whilst business in the
platinum sector has improved. Long lead times on certain steel pipe products,
both local and overseas, continued to necessitate increased inventory levels.
Strong competition from cheaper imported products continued.
Despite difficult trading conditions, the industrial division maintained its
profit position. A recent exclusive distributorship from overseas suppliers has
been secured to replace certain uncompetitive local products.
CAPITAL COMMITMENTS In addition to the amount of R7,08 million reflected in the
supplementary information, the following capital expenditure has been approved
subsequent to end March 2006 :
Property (for use in the group) R13 000 000
Plant and equipment R 2 026 000
BASIS OF PREPARATION The financial statements have been prepared in accordance
with International Financial Reporting Standards ("IFRS") and the accounting
standards applicable to Interim Financial Reporting IAS 34. Prior to 01 October
2004, the financial statements were prepared in terms of the South African
Statements of Generally Accepted Accounting Practice ("GAAP"). The first time
adoption of IFRS has resulted in changes to the Group"s accounting policies, and
the need to restate the prior year accounts, as detailed above, under the
section headed Impact of IFRS and Other Adjustments.
AUDIT The financial information set out in these abridged consolidated group
results has been reviewed by BDO Spencer Steward (Johannesburg) Inc. Their
unqualified report is available for inspection at the company"s registered
office.
PROSPECTS The group has now been restructured, BEE structures implemented and
BEE partners have been selected and contracts are being finalised, enabling the
group to grow positively in the future.
Steps taken last year in Gundle enable individual factories to have more focused
product profiles, higher outputs and improved profitability. More envisaged
changes should increase future profitability.
Although commodity prices increased substantially, low gold production and the
fact that the gold mines hedged future production at low prices impacted
negatively on consumables used in the mining activities. The increase in
platinum prices and outputs should increase Inmins volumes relating to these
activities. Some industrial markets should grow more aggressively as product
sourcing from different parts of the world is contributing positively and market
shares are increasing. Inmins will continue to search for more products on the
world markets.
Mergers and acquisitions will continually be investigated in order to obtain
critical mass and to increase share liquidity.
The board is positive that the repositioning of the group, sound capital
expenditure, BEE implementation and future expansion bodes well for the future.
DIVIDENDS - In line with Group policy, no interim dividends have been declared.
BLACK ECONOMIC EMPOWERMENT
The Board is pleased to advise that in addition to the broad based staff share
trusts, agreements in principle have been reached with certain black parties who
will become shareholders in the Group operating companies. All that remains is
the finalisation and signature of the various shareholder agreements. The
introduction of the new shareholders will result in 25% of the shares in Inmins
Trading (Pty) Limited and Gundle Plastics Group (Pty) Limited being held by BEE
parties. The names of these parties are expected to be announced within two
months.
CORPORATE GOVERNANCE - The Group subscribes to the value of good corporate
governance and is committed to continue implementation of the recommendations of
the King II Report and the requirements of the JSE Limited. The Group
endeavours to conduct business in accordance with the principles of
accountability, transparency and integrity.
On behalf of the board
WAR WENTELER J H HENDERSON
Chairman Deputy Chairman
21 JUNE 2006
Directors : WAR Wenteler (Chairman), J H Henderson (Deputy Chairman)*, W
Fourie (Financial), P J Kruger , DB Mostert *, C J Pallas * (* - non-
executive)
E-mail: secretary@winhold.co.za Website: www.winhold.co.za
Auditors :
BDO Spencer Steward (Johannesburg) Inc
13 Wellington Road, Parktown, 2193
(Pvt Bag X60500, Houghton, 2041)
( Email : bdojhb@bdo.co.za )
Company Secretary and registered office :
D J de Villiers
884 Linton Jones Street, Industries East,Germiston
(PO Box 5324, Johannesburg 2000)
( Email : davedevilliers@winhold.co.za)
Transfer Secretaries :
Computershare Investor Services 2004 (Pty)Ltd
70 Marshall Street, Johannesburg
(PO Box 61051, Marshalltown 2107)
( Email : registrar@computershare.co.za )
Date: 21/06/2006 05:05:45 PM Produced by the JSE SENS Department
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