CONTROL INSTRUMENTS GROUP LIMITED - Audited Preliminary Results for the year ended 31 December 2013

Release Date: 12/03/2014 14:00
Code(s): CNL
 
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Audited Preliminary Results for the year ended 31 December 2013

Control Instruments Group Limited
(Incorporated in the Republic of South Africa)
Registration number: 1964/003987/06
Share code: CNL    ISIN: ZAE 000001665
("Control Instruments" or "the Group")

AUDITED PRELIMINARY SUMMARISED RESULTS FOR THE YEAR ENDED 31 DECEMBER 2013

MARKET OVERVIEW
The results for 2013 reflect difficult trading conditions. Despite the slowdown in its markets, Control Instruments Group
Limited ("CI" or the "Group") remained committed to its investment in marketing and sales in its distribution channel, and
to the introduction of new brands and products. The continued investment in a subdued market will provide a solid platform
for the business, in the medium to long-term.

The launch of Textar, a global braking brand, in the first quarter of 2013 has been a success. Textar sales for the year
under review were ahead of expectations. The strong relationships which CI has cultivated over the years throughout the
distribution channel, on the back of its other recognised brands, has enabled it to leverage these relationships to successfully
introduce the brand into the South African market.

Based on the success achieved with Textar, CI has entered into further strategic discussions to expand the product range to
include the full range of Textar brake discs and drums in the latter half of 2014.

CI now offers one of the widest and most complete range of brake pads for the South African automotive aftermarket and
is continuing, together with Textar, to further develop its range of brake products particularly for the taxi market.

Gabriel, the Group's flagship ride control brand continues to invest in product development to meet the demands of the
increasingly diverse vehicle parc in South Africa and sub-Saharan Africa. Investment in product development for the sub-
Saharan Africa car parc is seen as essential for the successful growth of the brand in the region. For the year under review
120 new references were released and this focus will continue in 2014.

Marketing activities are key to the reinforcement of the brand with the consumer. CI launched The Garage, a thirteen part
series of two minute infomercials, which aired on Multichoice channels and the launch of the "Shocks for Life" campaign run by
Supa Quick on prime time television.

Exciting opportunities are materialising in the mining sector under the newly secured distribution rights for the North
American brand, VisionX. The bespoke development of VisionX's mining specified lights will further increase the likelihood
of success in the South African and sub-Saharan Africa mining and construction channels. A number of trial sites have already
been fitted with VisionX.

The introduction and adoption of new products in the specialist mining, military and construction channel, with its long sales
cycles, is a lengthy process.

CI's expansion into sub-Saharan Africa more fully reported on below is showing good growth off a low base. Distributors
have been appointed in eleven countries during the year under review.

The Group continues to look for opportunities to acquire brands and products with a recognised pedigree in the
automotive aftermarket that will support the Group's vision to be the leading supplier of choice for branded automotive
parts in sub-Saharan Africa.

RESULTS
The results for the year ended 31 December 2013 represent the first reporting period following the repositioning of the
Group as a focused automotive aftermarket business.

The results for the year are comparable to the continuing operations in the prior period which exclude the Group's original
equipment manufacturing ("OEM") operations which had been reflected as discontinued operations.

Revenue for the period under review was down 2.26% at R553.55 million when compared with R566.37 million for the
same period last year.

The lower sales can mostly be attributed to the negative impact that the seven weeks of industrial action in the third
quarter of the year had on the automotive sector and the economy in general.

This was compounded by the decision by CI's distributors, in collaboration with CI, to reduce inventory levels in the supply
chain on the back of CI's improved logistics, increased in-fill rates and reduced lead times. Ultimately this lean supply chain
will provide both CI and its distributors with whom it partners a competitive advantage in the market place.

Despite the substantial weakening of the Rand in the second half of the year and the inflationary impact this had on the cost
of materials, the gross profit percentage improved marginally from 30.25% in the previous period to 30.37% in the period
under review. Margin was protected through the use of a forward cover policy which eliminates speculation and provides CI
and its customers with pricing certainty within a pre-defined band.

In an environment where expenses have been increasing at above the rate of inflation, CI's continued focus on operational
efficiencies and cost management resulted in net operating expenses for the period under review being well contained at
R141.38 million, down 0.23% from R141.71 million in the previous period.

While curtailing its expenditure the Group continued to invest in its sales and marketing strategies for its primary brands –
Gabriel, Echlin and Textar. Marketing and selling expenses for the period under review were up 3.73% to R69.45 million from
R66.95 million in the previous period.

The increased marketing expenses can in part be attributed to the launch of the Textar brand and the investment in the
expansion of the sales, marketing and technical teams required to support the brand in the distribution channel.

The investment in working capital for the launch of the Textar brand, coupled with the impact the current rate of exchange
had on the cost of inventory, had the effect of increasing net working capital for the period under review.

The reduction in expenses was not sufficient to offset the impact of the loss in revenue and margin. Operating profit for the
year ended 31 December 2013 declined by R2.9 million to R26.74 million compared to R29.65 million for the same period in
the previous year. The operating profit margin for the year of 4.83% remains well below the Group's short term objectives.
Rigorous cost management and further rationalisation of the businesses cost-to-serve structures are being embarked upon
to achieve an acceptable operating margin.

Net profit after tax was R14.78 million compared to R19.92 million from continuing operations in 2012.

Earnings per share for the year was 10.7 cents compared with a total loss per share of 24.3 cents, which included earnings
per share from continuing operations of 14.5 cents, in the corresponding period in the previous year.

Headline earnings per share was 10.5 cents compared with a headline earnings per share of 6.6 cents, which included
headline earnings per share from continuing operations of 16.2 cents, in the corresponding period in the previous year.

SUB-SAHARAN AFRICA
The Group's vision is to be the supplier of choice for branded automotive parts in sub-Saharan Africa. The Group is starting
to show good growth off the low base from which it commenced in 2013.

The key to success in sub-Saharan Africa is the ability to provide the required coverage and availability of product to service
the predominantly Asian imported vehicle parc which forms the majority of the vehicles in these markets. The Group has
embarked on an intensive project aimed at developing the top part numbers required for these markets. In addition to this CI
has also embarked on a vehicle parc part mapping process which will enhance the ability to identify parts in these markets.

CI's strategy is to appoint country specific distributors capable of representing the Group and its brands through a similar
model to that used in South Africa. CI is now represented in eleven countries in sub-Saharan Africa predominantly in the
South African Development Community ("SADC").

Zimbabwe has shown the highest growth rate of the mature markets. Growth in Mozambique exceeded forecast and offers
a number of opportunities. The current political instability however, should it escalate, may force a revision of our outlook.

Good growth in Namibia and Botswana was the result of improved marketing and branding efforts in support of the
wholesale distributors combined with improved in-country stock holding by the distributors and improved brand visibility.
Current opportunities are being explored in Angola, Nigeria, Tanzania and Sierra Leone.

TORRE ACQUISITION OF CONTROL INSTRUMENTS
Towards the end of the year, the board of Torre Industrial Holdings Limited ("Torre") announced its intention to make an
offer to shareholders to purchase the Group for R1.40 per share. This reflected a 44% premium to the volume weighted
average price of the shares on the JSE for the 30 trading days up to and including 29 November 2013, being the day prior to
Torre announcing its intention.

Details of the Torre offer are contained in a seperate Circular to Shareholders, which was distributed on 6 March 2014.
In line with the requirements of the offer, no dividend is proposed or declared.

PROSPECTS
The investment in building great brands will continue, enabling CI to enhance its relationships with its primary customers and
take advantage of opportunities in the market. The key component to all of CI's strategies will remain its focus on owning
the relationship at each level in the channel and creating demand for its brands.

The economy appears to be slowing down. Consumer spending is weakening, fuelled by high consumer debt levels and
an increasing cost of living. The impact of this has been particularly prevalent in the income groups which form the target
market for the automotive aftermarket and seems likely to continue in the near future.

CI remains confident that its brands are correctly positioned in the market and that the marketing strategies which have
been deployed will create a receptive market for all of its major brands; Gabriel and Autocom, Textar and Mag Brakes, Echlin
and VDO, Vision X and Trucklite, and Warn and Hi-Lift.

AUDITOR'S REPORT
The auditors, Deloitte & Touche, have issued their unmodified opinion on the Group's consolidated financial statements for the
year ended 31 December 2013. The audit was conducted in accordance with International Standards on Auditing. This
preliminary report has been derived from the Group's consolidated financial statements and consistent in all material respects, with the
Group's consolidated financial statements. A copy of their audit reports are available for inspection at the company's registered office.

The auditors have issued an unmodified audit opinion for the Group's consolidated annual financial statements as well as an unmodified audit
opinion for this extract from the Group's consolidated annual financial statements. Any reference to future financial performance included in this
announcement, has not been reviewed or reported on by the Company's auditors.

BASIS OF PRESENTATION AND ACCOUNTING POLICIES
The Group is domiciled in South Africa. The audited summarised consolidated financial results at and for the year ended
31 December 2013 comprise the company and its subsidiaries (the 'Group').

The Group's principal accounting policies have been applied consistently over the current and prior financial years.
The Group's summarised consolidated financial results have been prepared in accordance with the framework concepts and
measurement and recognition requirements of International Financial Reporting Standards (IFRS), interpretations issued
by the IFRS Interpretations Committee (IFRIC), the Companies Act of South Africa, as well as SAICA Financial Reporting
Guides as issued by the Accounting Practices Committee and the Financial Reporting Pronouncements as issued by the Financial
Reporting Standards Council. The preparation of the financial results were supervised by the Group Financial Director,
FE Giliomee CA (SA).

On behalf of the Board

JPS O'LEARY        SD ROGERS
Chairman           Chief Executive Officer

The Group's integrated annual report, including the complete annual financial statements of the Group and the Company
for the year ended 31 December 2013, will be mailed to shareholders on or before 31 March 2014. A copy of the Group's
integrated annual report will also be available on the Company's website, www.ci.co.za on or before 31 March 2014.

SUMMARISED CONSOLIDATED INCOME STATEMENT                                                
FOR THE YEAR ENDED 31 DECEMBER 2013                                          
                                                          2013        2012   
                                                          R000        R000 
CONTINUING OPERATIONS                                                        
Revenue                                                553 549     566 367   
Cost of sales                                        (385 435)   (395 015)   
Gross profit                                           168 114     171 352   
Other operating income                                   5 372       6 270   
Marketing and selling expenses                        (69 449)    (66 949)   
Administrative expenses                               (41 801)    (43 476)   
Other operating expenses                              (35 501)    (37 550)   
Operating profit                                        26 735      29 647   
Finance income                                             195         789   
Finance costs                                          (6 278)     (5 579)   
Profit before taxation                                  20 652      24 857   
Taxation                                               (5 876)     (4 934)   
Profit for the year from continuing operations          14 776      19 923   
DISCONTINUED OPERATIONS                                                      
Loss for the year from discontinued operations               –    (53 335)   
Profit/(Loss) for the year                              14 776    (33 412)   
Profit/(Loss) attributable to:                                               
Owners of the parent                                    14 776    (33 412)   
Basic earnings/(loss) per share (cents)                                      
– From continuing operations                              10.7        14.5   
– From discontinued operations                               –      (38.8)   
                                                          10.7      (24.3)   
Diluted earnings/(loss) per share (cents)                                    
– From continuing operations                              10.5        14.5   
– From discontinued operations                               –      (38.8)   
                                                          10.5      (24.3)   
Headline earnings/(loss) per share (cents)                10.5        16.2   
– From continued operations                                  –       (9.6)   
– From discontinued operations                            10.5       (6.6)   
Diluted headline earnings/(loss) per share (cents)                           
– From continued operations                               10.3        16.2   
– From discontinued operations                               –       (9.6)   
                                                          10.3       (6.6)   
Dividends per share (cents)                                                  
– Cash                                                    1.50           –   

SUMMARISED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2013
                                                             2013       2012   
                                                             R000       R000 
  
Profit/(Loss) for the year                                 14 776   (33 412)   
Other comprehensive income for the year, net of taxation      418        397   

Items that will be reclassified
to profit and loss
Hedging reserve                                                                
Current year net movement                                       –        190   
Current year net taxation movement                              –       (53)   
Available-for-sale reserve                                                     
Current year gross movement                                   419        260   
Realised on disposal                                          (1)          –   
Total comprehensive income/(loss) for the year             15 194   (33 015)   
Attributable to:                                                               
Owners of the parent                                       15 194   (33 015)   

SUMMARISED CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AT 31 DECEMBER 2013
                                                             2013        2012   
                                                             R000        R000   
ASSETS                                                                          
Non-current assets                                        125 878     132 510   
Property, plant and equipment                              53 455      56 202   
Intangible assets                                          70 554      74 873   
Available-for-sale financial assets                           997         580   
Deferred income tax assets                                    872         855   
Current assets                                            203 911     196 409   
Inventories                                               106 840      96 033   
Trade and other receivables                                36 779      29 570   
Derivative financial instruments                              147           5   
Financial assets at fair value through profit or loss           –         367   
Cash and cash equivalents                                  60 145      70 434   
Total assets                                              329 789     328 919   
EQUITY AND LIABILITIES                                                          
Capital and reserves                                      150 209     135 330   
Share capital                                               6 972       6 972   
Share premium                                             396 996     396 996   
Treasury shares                                           (2 166)     (2 813)   
Other reserves                                              4 261       3 045   
Accumulated loss                                        (255 854)   (268 870)   
Non-current liabilities                                    26 293      27 065   
Borrowings                                                  4 586       3 962   
Deferred income tax liabilities                            19 349      20 386   
Provisions                                                  2 358       2 717   
Current liabilities                                       153 287     166 524   
Trade and other payables                                   76 504      89 673   
Current income tax liabilities                                474         273   
Derivative financial instruments                                –         490   
Borrowings                                                 72 223      72 827   
Provisions                                                  4 086       3 261   
Total equity and liabilities                              329 789     328 919   

SUMMARISED CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2013
                                                                                               2013      2012   
                                                                                               R000      R000   
Cash flows from operating activities                                                                            
Cash generated from operations                                                               12 314    19 667   
Finance income received                                                                           9       414   
Finance costs paid                                                                          (6 133)   (8 499)   
Dividends received                                                                               20        36   
Dividends paid                                                                              (2 064)         –   
Taxation refunded                                                                                 2         –   
Taxation paid                                                                               (6 733)   (9 549)   
Net cash (utilised in)/generated from operating activities                                  (2 585)     2 069   
Cash flows from investing activities                                                                            
Purchase of property, plant and equipment                                                   (7 959)   (7 559)   
Proceeds from disposal of property, plant and equipment                                         374     6 844   
Additions to intangible assets                                                              (1 098)   (2 965)   
Disposal of subsidiary                                                                            –    17 336   
Disposal of financial assets                                                                    668         –   
Net cash (utilised in)/generated from investing activities                                  (8 015)    13 656   
Cash flows from financing activities                                                                            
Proceeds from borrowings                                                                      4 278     4 696   
Repayments of borrowings                                                                    (4 258)   (7 608)   
Proceeds from treasury shares                                                                   291         –   
Net cash generated from/(utilised in) financing activities                                      311   (2 912)   
Net cash (outflow)/inflow for the year                                                     (10 289)    12 813   
Cash and cash equivalents at the beginning of the year                                       70 434    57 621   
Cash and cash equivalents at the end of the year                                             60 145    70 434   

SUMMARISED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2013
                                                   Share     Share   Treasury      Other   Accumulated              
                                                 capital   premium     shares   reserves          loss      Total   
                                                    R000      R000       R000       R000          R000       R000
   
Balance at 1 January 2012                          6 972   396 996    (2 813)      1 719     (235 933)    166 941   
Total comprehensive income/(loss) for the year                                       397      (33 412)   (33 015)   
Loss for the year                                                                             (33 412)   (33 412)   
Other comprehensive income for the year                                              397                      397   
Employee share option scheme                                                                                        
Share-based payment expense                                                        1 404                    1 404   
Transferred to accumulated loss                                                    (475)           475          –   
Balance at 31 December 2012                        6 972   396 996    (2 813)      3 045     (268 870)    135 330   
Balance at 1 January 2013                          6 972   396 996    (2 813)      3 045     (268 870)    135 330   
Total comprehensive income for the year                                              418        14 776     15 194   
Profit for the year                                                                             14 776     14 776   
Other comprehensive income for the year                                              418                      418   
Employee share option scheme                                                                                        
Share-based payment expense                                                        1 458                    1 458   
Transferred to accumulated loss                                                    (660)           660          –   
Movement of treasury shares                                               647                    (356)        291   
Dividends declared                                                                             (2 064)    (2 064)   
Balance at 31 December 2013                        6 972   396 996    (2 166)      4 261     (255 854)    150 209   

SUMMARISED SEGMENTAL INFORMATION
FOR THE YEAR ENDED 31 DECEMBER 2013

The Group is based in South Africa and operates in the South African and sub-Saharan Africa markets. It is organised in the
following business segments:

– Aftermarket: The supply of premium branded products to the automotive aftermarket in sub-Saharan Africa.
– Head office: Service supplier to the Group including treasury and investment management.

Segmental information for the year ended 31 December 2013
                                                                                        Unallocated/              
                                                            Aftermarket   Head office   eliminations      Total   
                                                                   R000          R000           R000       R000   
Continuing operations                                                                                             
External revenue                                                553 549             –              –    553 549   
Inter-segment revenue                                                 –         4 091        (4 091)          –   
Total segment revenue                                           553 549         4 091        (4 091)    553 549   
Normalised EBITDA                                                48 483       (3 931)              –     44 552   
Depreciation and amortisation                                  (16 140)             –              –   (16 140)   
Finance income                                                      195             –              –        195   
Finance costs                                                   (6 252)          (26)              –    (6 278)   
Taxation                                                        (5 768)         (108)              –    (5 876)   
Total assets                                                    325 298        88 555       (84 064)    329 789   
Segmental information for the year ended 31 December 2012                                                         
Continuing operations                                                                                             
External revenue                                                566 367             –              –    566 367   
Inter-segment revenue                                                 –         4 218        (4 218)          –   
Total segment revenue                                           566 367         4 218        (4 218)    566 367   
Normalised EBITDA                                                54 808       (3 093)          (132)     51 583   
Depreciation and amortisation                                  (16 261)             –              –   (16 261)   
Finance income                                                    3 614         4 021        (6 846)        789   
Fnance costs                                                    (8 484)       (3 941)          6 846    (5 579)   
Taxation                                                        (4 770)         (164)              –    (4 934)   
Total assets                                                    326 989        93 860       (91 930)    328 919   

A reconciliation of normalised EBITDA to the profit for the year from continuing operations is provided as follows:

                                                                                    2013       2012   
                                                                                    R000       R000 
  
Normalised EBITDA                                                                 44 552     51 583   
Depreciation and amortisation                                                   (16 140)   (16 261)   
Impairment of intangible assets and property, plant and equipment                  (110)    (3 435)   
Reversal of impairment of intangible assets and property, plant and equipment        252          –   
Restructuring costs                                                                (910)    (1 174)   
Profit on disposal and scrapping of property, plant and equipment                    249        218   
Share-based payments expense                                                     (1 458)    (1 271)   
Bad debts                                                                              –       (13)   
Profit on disposal of available-for-sale financial assets                              3          –   
Profit on disposal of financial assets at fair value through profit or loss          297          –   
Operating profit                                                                  26 735     29 647   
Net finance costs                                                                (6 083)    (4 790)   
Profit before taxation from continuing operations                                 20 652     24 857   
Taxation                                                                         (5 876)    (4 934)   
Profit for the year from continuing operations                                    14 776     19 923   

Registered office: 59 Merino Avenue, City Deep, Johannesburg, 2197

Directors: SD Rogers (CEO ), FE Giliomee (Financial Director), JPS O'Leary*# (Chairman, Irish), SV Bromfield*#,
HJ Coetzee#, PM Surgey*#, A Watson*#, SJ Smithyman#^
* Independent    #Non-executive       ^Alternate

Company Secretary: S Graham          

Sponsor: Investec Bank Limited    

www.ci.co.za
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