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VERIMARK HOLDINGS LIMITED - Summarised audited group financial information for the year ended 28 February 2013

Release Date: 27/05/2013 07:05
Code(s): VMK     PDF:  
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Summarised audited group financial information for the year ended 28 February 2013

Verimark Holdings Limited - Summarised audited group financial information for the year ended 28
February 2013
Verimark Holdings Limited
(Incorporated in the Republic of South Africa)
Registration Number: 1998/006957/06
Share Code: VMK
ISIN: ZAE000068011
("Verimark" or "the Group")
SUMMARISED AUDITED GROUP FINANCIAL INFORMATION FOR THE YEAR ENDED 28
FEBRUARY 2013
HIGHLIGHTS
- Revenues up 0.7% to R454,1 million (2012: R451.2 million)
- Profit before tax R15,3 million (2012: R41,9 million)
- Headline earnings R8.7 million (2012: R26.8million)
- Basic EPS at 8,5 cents (2012: 25,8 cents)
- Headline EPS at 8,4 cents (2012: 25,8 cents)

The year under review has been extremely challenging for Verimark. The rand’s continued
depreciation impacted negatively on sales and margins. In addition, the cost, inefficiencies and
distraction of operating from multiple warehouses; as well as the subsequent move, further reduced
profitability.

We are pleased to report that, after unexpected delays, we have completed the relocation of the
company’s offices as well as our warehousing facilities which are now once again situated at a single
site, after more than two years of disruptions. Moving forward, management focus will be directed at
optimising optimizing the benefits of a single one, double the size head office and distribution centre,
that is double the size of our previous premises. Management plan to accelerate accelerating the
introduction of new products and further entrenching Verimark’s unique business model within the
ever expanding retail environment.

Increasing profitability and creating value for all our stakeholders remains our top priority, as it has
been for the previous 36 years of operation.
OVERVIEW
The group has had to absorb a significant amount of the impact that resulted from the weakening
rand. This had a dampening effect on sales and gross margins for the year.

Gross margins of 36.4% (2012 – 41.9%) came under pressure from the deterioration in the rand
exchange rate and the impact of inefficiencies within the supply chain. It is expected that the
completion of the move to the new warehouse, coupled with improved inventory control systems, will
result in improved operations and cost management in the year ahead. However, the extent of this
improvement could be affected by further changes in the rand exchange rate.

Selling & operating expenses increased by 6.3% for the year. Cost containment initiatives in selling
expenses were offset by cost increases in operating expenses. These increases were mainly due to
the increased cost of operating out of four sites , as well as delays leading up to the relocation to the
new warehouse and head office which was completed in January 2013.
FINAL DIVIDEND
In light of the overall trading results for the year ended 28 February 2013, the Board has considered it
prudent not to declare a dividend.
REPORTING ENTITY
Verimark Group Limited is a company domiciled in South Africa. The summarised group financial
information as at and for the year ended 28 February 2013 comprise the results of Verimark Holdings
limited and its subsidiaries.
BASIS OF PREPARATION
These summarised financial statements have been prepared in accordance with the measurement
and recognition requirements of IFRS, the presentation and disclosure requirements of IAS 34 Interim
Financial Reporting, the SAICA Financial Reporting Guides issued by the Accounting Practices
Committee and Financial Reporting Pronouncements as issued by Financial Reporting Standards
Council, the Listing Requirements of the JSE Limited and the Companies Act of South Africa.
The accounting policies used to prepare this report are consistent with those used in the previous
annual financial statements except for any new standards and interpretations that became effective.
The adoption of these standards has had no material effect on the results for the period nor has it
required the restatement of any prior year amounts. The summarised group financial information has
been presented on the historical cost basis, except for financial instruments and share based
payments carried at fair value, and are presented in Rand thousands which is Verimark’s functional
and presentation currency.

Mr Shaun Beecroft CA (SA), Financial Director, was responsible for supervising the preparation of the
annual financial statements and preparing these summarised financial statements.

These summary financial statements have been extracted from the complete set of financial
statements on which the auditors, KPMG Inc, have expressed an unqualified audit opinion. KPMG
has also issued an unqualified audit report on these summary financial statements stating that these
summarised results are consistent in all material respects with the complete financial statements. A
copy of the auditor’s reports is available for inspection at the Company’s registered office.

To obtain a copy of the annual financial statements that have been summarised in this report, please
go to www.verimark.co.za and click on the Annual Reports hyperlink on the website.
SEGMENTAL ANALYSIS
During the year the Group expanded to Singapore where a company was started. Per IFRS 8
Operating Segments the operations of the Group are now split between South Africa and Foreign.
RELATED PARTY TRANSACTIONS
There have been no significant changes in related party relationships and/or transactions since the
prior year, other than in the normal course of business.
CHANGES TO THE BOARD
Mr Mitesh Patel was appointed as an Independent Non-Executive Director of the Board with effect
from Monday, 28 May 2012.
SUBSEQUENT EVENTS
No events material to the understanding of this report have occurred in the period between the
reporting date and the date of this report.
PROSPECTS
All indications show that consumer spending is unlikely to show significant growth during the year
ahead. Given Verimark’s “different-to-typical-retailers” business model, we will be less impacted by
macro-economic trends and far more by our ability to innovate and be creative.

We will focus on:

• maximising the benefits of the investment in our core operations to further enhance future value;
• ensuring that we remain product-focused as a business and defend our position as leading
  innovators;
• our home market and will place extra emphasis on ensuring that costs are contained and that the
  local business grows and increases profitability;
• assessing potential regions in which the Verimark business model can be replicated across Africa
  and in other international markets;
• recruiting the best available talent to complement our existing management in order to accelerate
  growth

We have improved operational efficiencies due to the new headquarter and distribution infrastructure,
as well as introduced new systems. We are now well-positioned to focus on growing sales and
increasing profitability as well as creating value for all of our stakeholders.
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
                                                     Year ended       Year ended
                                                    28 February      29 February
                                                           2013             2012
                                                          R’000            R’000
Revenue                                                 454 091          451 150
Gross profit                                            165 171          188 825
Operating profit before net finance expense and          16 587           48 983
taxation
Finance income                                            6 390            8 140
Finance expense                                          (7 732)         (15 251)
Profit before taxation                                   15 245           41 872
Income tax                                               (6 367)         (15 064)
Profit for the year                                       8 878           26 808
Foreign currency translation reserve movement                13                -
Total comprehensive income for the year                   8 891           26 808
attributable to owners of the Company
Earnings per share (EPS)                                    8,5             25,8
Diluted earnings per share (EPS)                            8,4             25,3
Headline earnings (HEPS)                                    8,4             25,8
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
                                                       As at 28         As at 29
                                                       February         February
                                                           2013             2012
                                                          R’000            R’000
Assets
Plant and equipment                                      18 578           14 298
Intangible assets                                        14 426           14 663
Deferred taxation asset                                   3 208            2 295
Non-current assets                                       36 212           31 256
Inventories                                              87 494           62 640
Trade and other receivables                              77 810           49 188
Prepayments                                                 353              211
Cash and cash equivalents                                 1 454           12 147
Current assets                                          167 111          124 186
Total assets                                            203 323          155 442
Equity and liabilities
Share capital                                               346              346
Share premium                                            21 378           21 378
Foreign currency translation reserve                         13                -
Share based payment reserve                               1 124              788
Retained earnings                                        64 587           69 734
Equity attributable to the equity holders of the parent  87 448           92 246
Interest-bearing borrowings                               5 944            5 645
Non-current liabilities                                   5 944            5 645
Trade and other payables                                 59 326           31 024
Preference share liability                               17 012           15 857
Current portion of interest-bearing borrowings            3 480            3 689
Bank overdraft                                           28 463            4 330
Taxation payable                                          1 650            2 651
Current liabilities                                     109 931           57 551
Total equity and liabilities                            203 323          155 442
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
                           Share        Share     Foreign        Share       Retained         Total
                           Capital    Premium    currency        based       earnings
                                               translation      payment
                                                   reserve      reserve
                              R’000      R’000       R’000        R’000         R’000         R’000
Balance at 1 March 2011         346     21 378           -          393        58 509        80 626
Total comprehensive               -          -           -            -        26 808        26 808
income for the year
Transactions with owners
recorded in equity
IFRS 2 share-based                -          -           -          395             -           395
payment transaction
Contributions by and
distributions to owners of
the Company
Dividend paid to                   -         -           -            -       (15 583)      (15 583)
shareholders
Balance at 29 February           346     21 378          -          788        69 734        92 246
2012
Profit for the year                -          -          -            -         8 878         8 878
Other comprehensive                -          -         13            -             -            13
income
Transactions with owners
recorded in equity
IFRS 2 share-based                 -          -          -          336             -           336
payment transaction
Contributions by and
distributions to owners of
the Company
Dividend paid to                   -          -          -            -       (14 025)      (14 025)
shareholders
Balance at 28 February           346     21 378          13       1 124        64 587        87 448
2013
CONSOLIDATED STATEMENT OF CASH FLOWS
                                                              Year ended        Year ended
                                                             28 February       29 February
                                                                    2013              2012
                                                                   R’000             R’000
Net cash (outflows)/ inflows from operating activities           (23 600)            1 761
Cash (utilised by) / generated from operations                    (1 668)           37 242
Dividends paid                                                   (14 025)          (15 583)
Finance income                                                     6 391             8 140
Finance costs                                                     (6 016)          (13 585)
Taxation paid                                                     (8 282)          (14 453)

Cash outflows from investing activities                          (10 755)           (7 870)
Acquisition of plant and equipment to expand                     (11 577)           (7 596)
operations
Acquisition of intangible assets to maintain                         (82)             (603)
operations
Proceeds from disposal of plant and equipment                        904               329

Cash outflows from financing activities                             (472)           (2 743)
Loans receivable collected                                             -               232
Interest-bearing borrowings raised                                 5 115             1 559
Interest-bearing borrowings repaid                                (5 047)           (3 934)
Preference share liability repaid                                   (540)             (600)
Net decrease in cash and cash equivalents                        (34 827)           (8 852)
Cash and cash equivalents at beginning of year                     7 817            16 669
Cash and cash equivalents at end of year                         (27 010)            7 817


SEGMENTAL INFORMATION
                      South Africa         Foreign             Group               Total
                                                         elimination
                             R’000           R’000             R’000               R’000
Revenue                    453 633           2 273            (1 815)            454 091
Profit before tax           15 049             247               (51)             15 245
Profit after tax             8 668             247               (37)              8 878
Segment assets             203 114           3 434            (3 225)            203 323
Segment liabilities        115 875           3 174            (3 174)            115 875
DETERMINATION OF ATTRIBUTABLE EARNINGS AND HEADLINE EARNINGS
                                                      Year ended    Year ended
                                                     28 February   29 February
                                                            2013          2012
                                                           R’000         R’000
Attributable profit (after tax)                            8 878        26 808
(Profit)/loss on sale of plant and equipment               (187)            42
Tax on (profit)/loss on sale of plant and equipment           52           (12)
Headline earnings                                          8 743        26 838

Shares in issue                                      114 272 328   114 272 328
Treasury shares - VEET                                (4 000 000)   (4 000 000)
Shares held by subsidiary                             (6 380 870)   (6 380 870)
Number of shares at period end                       103 891 458   103 891 458
Share options dilutive portion                         2 094 538     1 924 393
Diluted weighted average shares                      105 985 996   105 815 851
Basic earnings per share                                     8,5          25,8
Headline earnings per share                                  8,4          25,8
Diluted basic earnings per share                             8,4          25,3
Diluted headline earnings per share                          8,2          25,4
Net asset value per share                                   84,2          88,8
Net tangible asset value per share                          70,3          74,7

On behalf of the Board
Michael van Straaten             Shaun Beecroft
Chief Executive Officer          Financial Director
Johannesburg
27 May 2013
Directors:
Dr J T Motlatsi (Chairman)*, J M Pieterse*, M J van Straaten (CEO), S R Beecroft, M Patel*
 *Independent Non-executive
Company Secretary:
S J Preller
Registered office:
50 Clairwood Avenue
Extension 55, Hoogland
Randburg 2194
Postal address:
Verimark Holdings Limited
PO Box 78260, Sandton 2146
Email address:
investors@verimark.co.za
www.verimark.co.za
Transfer Secretaries:
Computershare Investor Services (Pty) Limited
Auditors:
KPMG Incorporated
Sponsor:
Grindrod Bank Limited

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