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BEIGE HOLDINGS LIMITED - Reviewed Condensed Consolidated Interim Results for the Six Months Ended 31 December 2014

Release Date: 04/05/2015 07:05
Code(s): BEG     PDF:  
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Reviewed Condensed Consolidated Interim Results for the Six Months Ended 31 December 2014

Beige Holdings Limited
(Incorporated in the Republic of South Africa)
(Registration No: 1997/006871/06)
Share code: BEG ISIN code: ZAE000034161
("Beige" or "the Company" or “the Group”)


REVIEWED CONDENSED CONSOLIDATED INTERIM RESULTS FOR THE SIX MONTHS ENDED
31 DECEMBER 2014


Directors Commentary

The directors of Beige present the reviewed results for the half year ended 31 December 2014. These
results show the consolidated position of Beige compared to results for the half year ended 31 December
2013 and the audited results for the year ended 30 June 2014.

1. Nature of business
   The Beige Group primarily operates as a contract and packaging manufacturer, manufacturing and
   distributing cosmetics, soaps, laundry soaps, packaging, pharmaceutical and nutraceutical and
   allied products on behalf of brand owners for both the local and international home and personal
   care industry. The Group is the largest fully empowered contract manufacturer in the South African
   home and personal care industry.

2. Listing information
   Beige is listed on the Alternative Exchange (“AltX”) of the Johannesburg Stock Exchange (“the
   JSE”) under the share code: BEG and ISIN number is ZAE 000034161.

   During the period under review, the Company had unlisted cumulative, non-participating,
   convertible, redeemable preference shares in issue, which preference shares were held by the
   holding company. The terms of the preference shares provided that the preference shares may be
   converted to ordinary shares on a date not less than three years and one day after the issue date
   and should a holder not elect to convert all or part of the preference shares into ordinary shares,
   then the Company shall be obliged to redeem them. The preference shares were issued on 16 May
   2011 and were open to conversion at the election of the holder from 18 May 2014. The sole
   preference shareholder elected not to convert the preference shares and the Company was
   accordingly obliged to redeem them. Given the financial position of the Company, it had not as at
   the period end redeemed the preference shares and, it was accordingly obliged to pay interest on
   the redemption price at prime plus 8% until the preference shares were redeemed. The preference
   shares are considered to have been redeemed with effect from 5 January 2015 as disclosed below
   in “Event after reporting period.”

3. Business review
   Economic growth in South Africa has fared poorly compared to that of its peers in the emerging
   market sector. Growth has been hampered by strikes in the industrial sector and the electricity
   blackouts as Eskom struggles to meet demand in the face of critical downtime at its plants. The
   investment grading of South Africa has been further lowered. All these factors have contributed to a
   devaluation of the South African Rand versus the major currencies. This coupled with the bounce
   back in the oil prices have served to fuel inflationary pressures at a manufacturing level as
   evidenced by the rising input price index. The Purchasing Managers Index has been below the 50-
   point neutrality point for two consecutive months while new sales orders have declined.

   At a company level, Beige has certainly felt the impact of the higher energy prices and exchange
   rates that have driven up the price of key raw materials. The contract manufacturing sector continues
   to labour under the twin effects of higher costs of manufacturing and lower throughput.

   Revenue from the Outsourced Manufacturing segment have grown 6% compared to that of the
   period ended 31 December 2013. Margins were eroded having been indirectly impacted by the
   economic conditions and also the increase in volumes of lower margin product. The strategy to drive
   increased relevancy of the outsourced manufacturing segment deeper into the value chain of our
   customers is unlocking value and has resulted in a more robust sales order book for the second six
   months of the year. The two new multinational customers secured during the latter part of the
   previous financial year have steadily increased sales orders and new products and variants are
   being secured.

   Herbal & Homeopathic (“H&H”) has produced a positive set of results. Management have built on the
   growth of throughput and profitability that was achieved in the previous financial year. It must also be
   noted that Beige has, during the course of the current reporting period, increased its shareholding in
   H&H from 61.4% to 68.6%.

   The Packaging operation revenues have declined compared to the same period of the previous year
   due to the loss of the agency to sell imported pumps and glass bottles, although revenue from
   manufactured product remained stable. Raw material prices have increased significantly during the
   period due to the weak exchange rate. The profit improvement plan that was implemented has
   yielded significant benefits as evident in the significantly reduced losses incurred by this business
   unit compared to June 2014.

4. Financial and operational overview

   Although the turnaround strategy for the group communicated in the audited results announcement
   for the year ended 30 June 2014 has been implemented, the results for the period ended 31
   December 2014 reflect that the benefits thereof had not, at the conclusion of the period, filtered
   through to the Group’s financial performance.

   Turnover grew by 2% compared to the six months ended 31 December 2013, reflecting a growth of
   R 15.5m in Outsource Manufacturing but a reduction of R 10.1m in Packaging. The Packaging
   segment sales were depressed due to the loss of an agency agreement with certain overseas
   principals during the course of the previous financial year. This was further exacerbated by reduced
   supply to its major customer due to late payment issues by its customers. The Outsource
   Manufacturing segment sales grew by 6% as the closer alignment with our major customers yielded
   greater volumes. Further, sales volumes were boosted by the ramping up of production for the new
   multi-national contractual customers secured during the last quarter of the previous financial year.
   Additional benefits of these contracts will be realised as the financial year progresses.

   Gross margins deteriorated from 9.3% in December 2013 to 7.9% in June 2014 to 5.9% for the
   period under review. The contributing factors to the deterioration in margins were the growth in
   volume of lower margin homecare products, lower than budgeted soap volumes and higher raw
   material costs. It must be noted that in terms of the contractual agreements with the multinational
   customers of the Outsource Manufacturing segment, raw material price increases are passed on to
   the customer at no additional margin. Hence in an increasing raw material environment as
   experienced, it results in the Rand value contribution per product being maintained. However, the
   margin as a percentage of turnover reduces as was the case in the period under review. A high
   margin customer was lost during the current period under review in Outsource Manufacturing and
   was replaced by the new multinational customers at a lower margin. The pricing to these new
   customers have been reviewed which will result in an improvement in margins in the second half of
   the current financial year.

   The Packaging segment contributed R4.8m to the operating loss before impairment charges. This
   loss was similar to the previous year despite the lower turnover of R16.9m. The operating loss
   before impairment charges in Outsource Manufacturing of R 15.8m was R 7.0m greater than the
   previous year. Consequently the operating loss before impairment charges of the Group amounted
   to R 24.0m compared to December 2013 of R 18.2m. The net interest expense was R9.9 m and
   included the interest on the finance lease capitalised in respect of the buildings and recognised the
   increased borrowings to finance the working capital requirements of the business.

   The impairment of assets relates to, in the main, an impairment of the plant and machinery in the
   Outsource Manufacturing Segment as the independent valuation of these assets was below its
   carrying value.

   The 50% investment in the joint venture, U Housing (Pty) Ltd, is accounted for using the equity
   accounting method. Under the equity method, the investment in the joint venture is initially
   recognised at cost and the carrying amount is either increased or decreased to recognise the
   investor’s share of the profit or loss of the investee after the date of acquisition.

5. Prospects

   The volumes from the multi-national customers that were secured in the previous financial year are
   anticipated to grow materially in the forthcoming year. These new customers do not have
   manufacturing capabilities in South Africa or Sub-Saharan Africa. Further opportunities are being
   explored to manufacture a broader range of products for South Africa and other African markets in
   addition to certain European markets.

6. Turnaround Strategy

   As previously announced, a turnaround strategy has been devised that is expected to reverse the
   trading losses of the Group. This turnaround is predicated on recapitalising the business,
   immediately rectifying short term issues and ensuring that the positive momentum achieved is
   sustained moving forward. The management team have been tasked to ensure the implementation
   of this turnaround strategy, the key elements of which are set out below:

   Key Strategic Improvement Initiatives:

    -      Recapitalisation of the current business
    -      Inculcating a customer centric culture
    -      Reassessing non-performing, non-core assets and/or products
    -      Building turnover utilising current capability
    -      Consolidation of product manufacture to drive efficiencies
    -      Centralising key services to drive cost saving
    -      Implementing management and leadership interventions
    -      Focusing on key capital improvements


   Turnover: The recapitalisation strategies set out below combined with the funding line already
   provided by the Group’s holding company will help to ensure continuous production and the
   improvement of overall manufacturing efficiencies. It is envisaged that a move towards a more
   “customer centric” business model will ensure greater focus, improved transparency and better
   service delivery which will ultimately deliver superior and profitable growth.

   Management’s primary focus will be to work with customers to profitably grow the current core
   product portfolio and to prioritise its efforts on new key projects that will effectively step change the
   growth of the business. The projects are expected to further ensure that the business leverages its
   inherent core capabilities and capacity and limits the need to invest in any significant manufacturing
   plant in the short term.

   The business has historically succumbed to an extensive and somewhat fragmented “tail” of
   products within the portfolio. This position will be rectified following a review and rationalisation of all
   low volume, low margin SKU’s. Any new product development will be reassessed based on the
   achievement of targeted thresholds.

   Margin: Margin improvement measures include the immediate implementation of a new shift system;
   targeting yield improvements of 1%; a full review of all manning levels; leveraging the group’s central
   procurement resource; steadily increasing automation utilising the Group’s in-house engineering
   capability; and a move to implement quarterly pricing reviews across all customers as applicable.

   Expenses: Immediate interventions and projects have been instituted to generate savings aligned to
   the recently mandated “cost savings plan”. Some of these initiatives include: immediate hold on the
   filling of vacancies; centralisation of payroll; centralised procurement; containment of travel costs and
   significantly reducing legal costs.

7. Going concern

   The Lion Match Company (Pty) Ltd (“Lion Match”) has provided a loan of R10m, a guarantee of
   R60m for Beige’s overdraft facilities and provided a further funding facility of R90m to support the
   cash requirements of the Group, of which an amount of R30m will be advanced in the short term.
   This facility is in addition to the loan of R35.8m advanced to the Company as at 30 June 2014.The
   loan was provided on 30 October 2014 and any advances on the facility will be payable on 1 July
   2017.

   Taking into account the above funding lines, the directors have reviewed the group and company’s
   budget and cash flow forecasts and, whilst the group and company’s financial position is challenging,
   have satisfied themselves that by successfully implementing a combination of the recapitalisation
   strategies set out below, the group and the company will have access to sufficient funding to enable
   them to meet their foreseeable cash requirements.

   The strategies on which the Directors have already embarked on include:
    -   a claw-back offer of R60m, the effect of which is the capitalisation of R60m of liabilities
        comprising R35m of the loan provided by the group’s holding company and a further R25m
        loan which arose on redemption of the preference shares;
    -   the potential disposal of certain non-core assets;
    -   an increase in the conversion costs paid by the group’s major clients, negotiations in respect of
        which are in process; and
    -   a proposed consolidation of manufacturing plants to drive efficiencies
    -   changes in the business model with key customers that would result in reduced working capital
        investment and an injection of funds and ability to execute orders received.
    -   Manufacture of new products which contributes to an increase in the sales volume

        On the basis of this review, the directors consider it appropriate to adopt the going concern basis in
        preparing the Group and Company’s financial statements.

8. Changes to the board
   During the period under review and to the date of this announcement:
    -   Mr C De Jager resigned as a non-executive director with effect from 1 July 2014;
    -   Mr AD Sinclair was appointed as a non-executive director with effect from 1 July 2014; and
    -   Mr PW Jooste was appointed as a non-executive director with effect from 7 August 2014.


By order of the Board


NMI (Gora) Abdoola                                                                     Jithan Bridgmohan
Executive Chairman                                                                 Group Financial Director
30 April 2015
Johannesburg



Company Secretary and Registered Office
Arbor Capital Company Secretarial (Pty) Ltd (Registration number 1998/025284/07)
Ground Floor, One Health Building, Woodmead North Office Park, 54 Maxwell Drive, Woodmead, 2191
Suite # 439, Private Bag X29, Gallo Manor, 2052
Directors
NMI (Gora) Abdoola (Executive Chairman), AH Trikamjee (Deputy Chairman) ( #*), J Bridgmohan (Group
FD), A Heeralal(#), AMI Abdoola (#), PW Jooste (#), AGS Osman (#*), AD Sinclair(#), M Tembe (Lead
independent non-executive director) (#*)
(#) Non-executive, * independent
Designated Advisor                                                                       Transfer Office
Arbor Capital Sponsors Proprietary Limited          Link Market Services South Africa Proprietary Limited
Auditors
PricewaterhouseCoopers Inc



Beige Holdings Limited
(Incorporated in the Republic of South Africa)
(Registration No: 1997/006871/06)
Share code: BEG ISIN code: ZAE000034161
("Beige" or "the Company" or “the Group”)


REVIEWED CONDENSED CONSOLIDATED INTERIM RESULTS FOR THE SIX MONTHS ENDED
31 DECEMBER 2014


1. Basis of preparation
   The condensed consolidated interim financial statements for the six months ended
   31 December 2014 were prepared in accordance with the requirements of the Johannesburg Stock
   Exchange’s Listings Requirements and the requirements of the Companies Act of South Africa.
   The Listings Requirements require interim reports to be prepared in accordance with the
   framework concepts and the measurement and recognition requirements of International Financial
   Reporting Standards (IFRS) and the SAICA Financial Reporting Guides as issued by the
   Accounting Practices Committee and to also, as a minimum, contain the information required by
   IAS 34 Interim Financial Reporting. The principal accounting policies used in the preparation of the
   results for the half year ended 31 December 2014 are consistent with those applied for the year
   ended 30 June 2014. During the period, the Group adopted all the IFRS and interpretations being
   effective and deemed applicable to the Group. None of these had a material impact on the results
   of the Group.

   The results were prepared under the supervision of the Group’s Financial Director, Mr Jithan
   Bridgmohan.

2. Reviewed results
   PricewaterhouseCoopers Inc, the Group’s independent auditors, have reviewed the condensed
   consolidated interim financial information for the half year ended 31 December 2014, that comprise
   the condensed consolidated statement of financial position at 31 December 2014, the condensed
   consolidated statement of comprehensive income, the condensed consolidated statement of
   changes in equity, and the condensed consolidated statement of cash flows for the period then
   ended, and the notes thereto comprising the segmental report, additional information, and contingent
   liabilities, going concern and have expressed an unqualified and an unmodified review conclusion
   with an emphasis of matter (refer note 5) on the condensed consolidated interim financial
   statements, an extract of which is set out below. A copy of the review opinion is available for
   inspection at the company’s registered office. Any reference to future financial performance included
   under the directors’ commentary above, has not been reviewed or reported on by the Company’s
   auditors.

   Emphasis of Matter
   Without qualifying our conclusion, we draw attention to Note 5 to the condensed consolidated interim
   financial statements which indicates that the Group incurred a net loss of R46.2 million for the six-
   months ended 31 December 2014 and, as of that date, the Group’s current liabilities exceeded its
   current assets by R148.7 million. Note 5 also indicates that these conditions, along with other
   matters indicate the existence of a material uncertainty that may cast significant doubt about the
   Group's ability to continue as a going concern.

3. Segment reporting
   The chief operating decision-maker has been identified as the executive directors being the
   Executive Chairman and the Financial Director. These directors consider the business from a
   product perspective for purposes of assessing the performance of Outsource Manufacturing and
   Packaging products. The operating segments are determined based on these reports.

4. Contingent liabilities
   The sellers of Amcos Cosmetics International (Pty) Ltd have instituted a claim for R11.1m including
   interest but excluding the legal costs in respect of the balance of the purchase price relating to the
   working capital of Amcos Cosmetics International (Pty) Ltd. The company is of the opinion that no
   exposure exists in this regard.

   The Company has a joint and severally continuing suretyship limited to R79m relating to the Durban
   and Alrode property jointly owned by U housing (Pty) Ltd.

5. Going Concern
   The Group incurred a net loss for the six months ended 31 December of R46.2m (30 June 2014
   financial year: R100.9m) and, as at that date its current liabilities (excluding the shareholder loan and
   preference share liability) exceeded its current assets by R86.7m (30 June 2014: R63m). The
   holding company has subordinated its existing loan as at 31 December 2014 of R45.6m and future
   loan advances to the Group in favour of the other creditors until the assets of the Group, fairly
   valued, exceeds its liabilities. The financial statements have been prepared on the basis of
   accounting policies applicable to a going concern. This basis presumes that funds will be available to
   finance future operations and to realise assets and discharge liabilities in the normal course of
   business.

   The directors have taken the following steps to provide the group access to funding:
    -   The Holding company (“Lion Match”) has provided a loan facility of R100m of which an amount
        of R10m was advanced on 30 October 2014. The holding company’s application for funding to
        enable it to meet its commitment to this loan facility was not finalised at the date of issue of
        these interim financial statements.
    -   The Group is in advanced negotiations with a major customer to implement a new business
        model in respect of raw materials which will result in reduced stock holding and the release of
        cash from the acquisition of stock by the customer at the implementation date. This is expected
        to release R30m in cash.
    -   The board has agreed that as further headroom for the funding of the group to dispose of
        noncore assets that will release R50m in cash flow. The final amount that will be received is
        dependent on market conditions.

   In addition the company has budgeted a return to profitability on the basis that the implementation of
   the new business model will contribute to the company executing orders received, enable an
   increase in conversion margins and the manufacture of new products.

   These conditions give rise to a material uncertainty which may cast significant doubt about the
   company’s ability to continue as a going concern and, therefore that it may be unable to realise its
   assets and discharge its liabilities in the normal course of business.

   The financial statements are prepared on the basis of accounting policies applicable to a going
   concern. This basis presumes that that the company will continue to receive the support of its
   holding company, the implementation of the new business model, the disposal of noncore assets,
   the attainment of the budgeted increase in revenue from the new business model and new products
   and the successful increase in in conversion margins             and that the realisation of assets and
   settlement of liabilities will occur in the ordinary course of business.

6. Events after reporting period
   As announced, the Company has proceeded with a claw back offer, in the amount of R60m which
   claw-back offer will close at 12h00 on Friday, 8 May 2015. The effect of the Claw-back Offer will
   be to re-finance the Group through the conversion of existing debt to equity. Lion Match has
   already injected in excess of R60m into the Company in the form of a shareholder loan of R35.8m
   as at 30 June 2014, a loan relating to the R25m plus interest due to Lion Match for the redemption
   of the preference shares which, pursuant to the first addendum and re-instatement agreement
   relating to the subscription of the claw-back offer shares by Lion Match, are deemed to have been
   redeemed with effect from 5 January 2015. Other than normal trading, no other material events
   have occurred subsequent to the year-end that require reporting.

7. Accounting Policies
   The accounting policies applied in the preparation of these condensed consolidated interim
   financial statements are in terms of IFRS and are consistent with those applied in the consolidated
   annual financial statements for the year ended 30 June 2014

8. Related party transactions
   The group, in the ordinary course of business, entered into various sale and purchase transactions
   on an arm’s length basis at market rates with related parties.

The interim financial statements are presented on a condensed consolidated basis.


REVIEWED CONDENSED CONSOLIDATED INTERIM RESULTS FOR THE SIX MONTHS ENDED
31 DECEMBER 2014


Reviewed Condensed Consolidated Statement of Financial Position as at 31 December 2014

                                                                    Reviewed         Audited   Unaudited
                                                                    6 months       12 months    6 months
                                                                 31 December    30 June 2014          31
                                                                        2014           R’000    December
                                                                       R’000                        2013
                                                                                                   R’000
ASSETS

Non-current assets                                                   166 829         185 075     227 490
Property, plant and equipment                                        151 982         172 408     166 535
Intangible assets                                                          0               0      31 948
Investment in joint venture                                           13 691          12 507       9 334
Other receivables                                                        160             160       1 571
Deferred income tax assets                                               996               0      18 102

Current assets                                                       157 153         195 962     201 426
Inventories                                                           66 979          78 205      77 676
Trade and other receivables                                           86 317         101 166     117 819
Cash and cash equivalents                                              3 857          16 591       5 931

Total assets                                                         323 982         381 037     428 916

EQUITY AND LIABILITIES
Equity attributable to equity holders of the company
                                                                     (60 648)        (13 031)     70 233
Ordinary share capital                                                15 442          15 442      15 442
Ordinary share premium                                               179 898         179 898     179 898
Other reserves                                                        10 046          10 622      13 325
Accumulated loss                                                    (266 034)       (218 993)   (138 432)

Non-controlling interest                                               2 705           1 953         949


Total equity                                                         (57 943)        (11 078)     71 182

Liabilities
Non-current liabilities                                               76 020          72 985      87 196
Borrowings                                                            61 532          70 954      82 767
Deferred income tax liabilities                                        6 488           2 031       4 429
Holding company loan                                                    8000               0           0

Current liabilities                                                  305 905         319 130     270 538
Trade and other payables                                             166 863         190 864     187 118
Current portion of long-term borrowings                               17 128          15 094       8 421
Current income tax liabilities                                         1 198           1 198       1 122
Preference share loan                                                 24 363          24 363           0
Bank overdrafts                                                       58 655          51 748      39 987
Holding company loan                                                  37 698          35 863      33 890

Total liabilities                                                    381 925         392 115     357 734

Total equity and liabilities                                         323 982         381 037     428 916
Weighted Average number of Ordinary shares (000’s)


In issue                                                           1 544 197       1 544 197   1 544 197
Net asset value per share information (net of non-
controlling interest)

Net asset value per share (cents)                                     (3.92)          (0.84)        4.55

Net tangible asset value per share (cents)                            (3.92)          (0.84)        2.48




Reviewed Condensed Consolidated Interim Statement of Comprehensive Income for the six months
ended 31 December 2014

                                                                                                       Unaudited
                                                                   Reviewed                           six months
                                                                   6 months            Audited          ended 31
                                                                31 December          12 months          December
                                                                       2014       30 June 2014              2013
                                                                      R’000              R’000             R’000
Revenue                                                             278 661            620 454           273 232
Cost of sales                                                      (262 318)          (571 716)         (247 787)
Gross profit                                                         16 343             48 738            25 445
Other income                                                              0                  0                 0
Distribution costs                                                   (4 106)            (8 708)           (5 433)
Administrative expenses                                             (36 247)           (77 201)          (38 244)
Operating loss before impairment                                    (24 010)           (37 169)          (18 232)
Impairment charge                                                    (9 555)           (32 945)                0
Operating loss                                                      (33 565)           (70 114)          (18 232)
Finance income                                                          532              1 049               136
Finance costs                                                       (10 411)           (21 509)           (7 685)
Loss after net financing costs                                      (43 444)           (90 574)          (25 781)
Share of profit of joint venture                                        658              1 658               231
Loss before income tax                                              (42 786)           (88 916)          (25 550)
Income tax expense                                                   (3 460)           (12 025)            6 869
Loss for the year/period                                            (46 246)          (100 941)          (18 681)
Other comprehensive income:
Other comprehensive income for the year/period net                                                           
of tax                                                                     -                  -                -

Total comprehensive loss for the year/period                        (46 246)          (100 941)          (18 681)

Total comprehensive loss attributable to:
Equity holders of the company                                       (47 312)          (101 612)          (18 348)
Non-controlling interest                                              1 066                671              (333)
                                                                    (46 246)          (100 941)          (18 681)

Loss for the year/period                                            (46 246)          (100 941)          (18 681)
Non-controlling interest                                             (1 066)              (671)              333
Loss for the year/period attributable to equity holders
of the company                                                      (47 312)          (101 612)          (18 348)

Headline earnings adjustments:
Total comprehensive loss for the year/period attributable
to equity holders of the company                                    (47 312)          (101 612)          (18 348)
Adjustments:
Profit on sale and leaseback of property net of tax                      (9)               (18)                0
Impairment of fixed assets                                            9 555                317                 0
Impairment of intangible asset                                            0             32 945                 0
Headline earnings for the year/period attributable to
equity holders of the company                                       (37 766)           (68 368)          (18 348)

Ordinary shares (000’s):
Weighted average shares in issue (Note 1)                         1 544 197          1 544 197         1 544 197
Diluted (Note 2)                                                  1 544 197          1 544 197         1 544 197


Earnings per share information

Earnings per share (cents)                                           (3.06)             (6.58)            (1.19)

Headline earnings per share (cents)                                  (2.45)             (4.43)            (1.19)

Diluted earnings per share (cents)                                   (3.06)             (6.58)            (1.19)

Diluted headline earnings per share (cents)                          (2.45)             (4.43)            (1.19)




Notes:
1. 87 624 017 (June 2014: 87 624 017) shares held as treasury stock have been subtracted from the
   respective share totals for purposes of calculating earnings per share information.

2. Diluted earnings per share is calculated by adjusting the weighted average number of ordinary shares
   outstanding to assume conversion of all dilutive potential ordinary shares. The company has one
   category of dilutive potential ordinary shares: convertible preference shares. Diluted earnings, and the
   weighted average number of ordinary shares for December 2014, June 2014 and December 2013, have
   however not been adjusted in this regard as the effect of the convertible preference share conversion is
   antidilutive, even though the ruling share price at 31 December 2014, 30 June 2014 and June 2013 is
   equal to the strike price. Potential ordinary shares are antidilutive when their conversion to ordinary
   shares would increase earnings per share or decrease loss per share from continuing operations. The
   calculation of diluted earnings per share does not assume conversion, exercise, or other issue of
   potential ordinary shares that would have an antidilutive effect on earnings per share.


Reviewed Condensed Consolidated Interim Statement of Cash Flows for the six months ended
31 December 2014

                                                Reviewed                       Unaudited 6
                                                 6 months          Audited    months ended
                                         31 December 2014        12 months     31 December
                                                    R’000     30 June 2014            2013
                                                                     R’000           R’000
 Cash flows from operating
 activities:
 Net cash generated from operating
 activities                                       (20 365)           8 729          11 629
 Cash flows from investing
 activities:
 Net cash used in investing activities                111          (12 996)         (8 494)
 Cash flows from financing
 activities:
 Net cash generated from financing                    613            4 772          (1 529)
 activities
 Net decrease in bank overdrafts
 including cash and cash
 equivalents                                      (19 641)             505           1 606
 Bank overdrafts including cash and
 cash equivalents at the beginning of
 the year/period                                  (35 157)         (35 662)        (35 662)
 Bank overdrafts including cash
 and cash equivalents at the end of
 the year/period                                  (54 798)         (35 157)        (34 056)


Reviewed Condensed Consolidated Interim Statement of Changes in Equity for the six months ended
31 December 2014

                                                                                       Share
                                      Ordinary     Ordinary   Ordinary    Revalua      based
                                         share     treasury      Share       tion    payment    Total other
                                       capital       shares    premium    reserve    reserve       reserves
                                         R’000        R’000      R’000      R’000      R’000          R’000
Group

Balance at 30 June 2013                 16 319        (877)    179 898      9 796      1 979         11 775

Comprehensive income:

Loss for the period                         --          --         --          --         --            --

Total comprehensive income
for the period                              --          --         --          --         --            --

Realisation of revaluation reserve          --          --         --       1 550         --         1 550
Total contributions by and
distributions to owners of the
company, recognised directly
in equity                                   --          --         --       1 550         --         1 550

Balance at 31 December 2013             16 319        (877)   179 898      11 346      1 979        13 325

Comprehensive income:

Loss for the period                         --          --         --          --         --            --

Total comprehensive income
for the period                              --          --         --         --          --            --

Realisation of revaluation reserve          --          --         --     (2 703)         --        (2 703)
Total contributions by and
distributions to owners of the
company, recognised directly
in equity                                   --          --         --     (2 703)         --        (2 703)

Other comprehensive income:

Other comprehensive income for
the period                                  --          --         --         --          --            --

Balance at 30 June 2014                 16 319        (877)   179 898      8 643       1 979        10 622

Comprehensive income:

Loss for the period                         --          --         --         --          --            --

Total comprehensive income                  --          --         --         --          --            --

Realisation of revaluation reserve          --          --         --       (576)         --          (576)
Total contributions by and
distributions to owners of the              --          --         --       (576)         --          (576)                                                                                          
company, recognised directly
in equity

Other comprehensive income:                 --          --         --         --          --            --

Other comprehensive income for
the year                                    --          --         --         --          --            --

Balance as at 31 December
2014                                    16 319        (877)   179 898      8 067       1 979        10 046



Reviewed Condensed Consolidated Interim Statement of Changes in Equity for the six months ended
31 December 2014 cont…




                                    Accumulated                            Non-controlling
                                           Loss            Total                  interest        Total equity
                                          R’000            R’000                     R’000               R’000
Group

Balance at 30 June 2013                (118 534)          88 581                     1 282              89 863

Comprehensive income:

Loss for the period                     (18 348)        (18 348)                     (333)             (18 681)

Total comprehensive income              (18 348)        (18 348)                     (333)             (18 681)

Realisation of revaluation reserve       (1 550)             --                       --                    --
Total contributions by and
distributions to owners of the
company, recognised directly in
equity                                   (1 550)             --                       --                    --

Other comprehensive income:

Other comprehensive income for the
period                                       --              --                       --                    --

Balance at 31 December 2013            (138 432)          70 233                     949                71 182

Comprehensive income:

Loss for the period                     (83 264)         (83 264)                  1 004               (82 260)

Total comprehensive income              (83 264)         (83 264)                  1 004               (82 260)


                                     Accumulated                         Non-controlling
                                            Loss            Total               interest          Total equity

Realisation of revaluation reserve        2 703                --                     --                    --
Total contributions by and
distributions to owners of the
company, recognised directly in
equity                                    2 703                --                     --                    --

Other comprehensive income:

Other comprehensive income for the period    --                --                     --                    --

Balance at 30 June 2014               (218 993)           (13 031)                  1 953              (11 078)

Comprehensive income:

Loss for the period                    (47 312)           (47 312)                  1 066              (46 246)

Total comprehensive income             (47 312)           (47 312)                  1 066              (46 246)
Purchase of additional interest in
Herbal and Homeopathic                    (305)              (305)                   (314)                (619)

Realisation of revaluation reserve          576                --                      --                   --
Total contributions by and
distributions to owners of the
company, recognised directly in
equity                                      271              (305)                   (314)                (619)

Other comprehensive income:

Other comprehensive income for
the year                                     --                --                      --                   --

Balance as at 31 December 2014         (266 034)          (60 648)                   2 705             (57 943)


Reviewed Condensed Interim
Consolidated Segmental Analysis
for the six months ended 31           Outsource                                    Holding
December 2014                     manufacturing          Packaging                 Company               Group
                                          R’000              R’000                   R’000               R’000
Total segment revenue
- reviewed as at 31 December 2014       263 140             20 810                      --             283 950
- audited as at 30 June 2014            579 650             49 396                      --             629 046
- unaudited six months ended 31
December 2013                           251 530             31 915                      --             283 445
                     1
Inter-segment revenue
-reviewed as at 31 December 2014         (1 434)            (3 855)                     --              (5 289)
- audited as at 30 June 2014                 --             (8 592)                     --              (8 592)
- unaudited six months ended 31
December 2013                            (5 349)           ( 4 864)                     --             (10 213)

Revenue from external customers
-reviewed as at 31 December 2014        261 706             16 955                      --              278 661
- audited as at 30 June 2014            579 650             40 804                      --              620 454
- unaudited six months ended 31
December 2013                           246 181             27 051                       -              273 232
Operating profit/(loss) before
impairments
-reviewed as at 31 December 2014        (15 772)            (4 843)                 (3 395)            (24 010)
- audited as at 30 June 2014            (12 710)           (16 360)                 (8 099)            (37 169)
- unaudited six months ended 31
December 2013                            (8 791)            (4 928)                 (4 513)            (18 232)

Goodwill impairment
-reviewed as at 31 December 2014             --                 --                      --                  --
- audited as at 30 June 2014            (32 945)                --                      --             (32 945)
- unaudited six months ended 31
December 2013                                --                 --                      --                  --
Impairment of fixed assets
-reviewed as at 31 December 2014         (8 438)            (1 117)                     --              (9 555)
- audited as at 30 June 2014                 --                 --                      --                  --
- unaudited six months ended 31
December 2013                                --                 --                      --                  --
Operating profit/(loss)
-reviewed as at 31 December 2014        (24 210)            (5 960)                 (3 395)            (33 565)
- audited as at 30 June 2014            (39 036)           (40 845)                 (6 150)            (86 031)
- unaudited six months ended 31
December 2013                            (8 791)            (4 928)                 (4 513)            (18 232)
Net finance costs
-reviewed as at 31 December 2014         (8 173)              (716)                   (990)             (9 879)
- audited as at 30 June 2014            (15 255)            (2 714)                 (2 491)            (20 460)
- unaudited six months ended 31
December 2013                            (3 600)              (659)                 (3 290)             (7 549)
Profit/(loss) before tax and share
of profit of joint venture
-reviewed as at 31 December 2014        (32 383)            (6 676)                 (4 385)            (43 444)
- audited as at 30 June 2014            (60 910)           (19 074)                 (8 932)            (88 916)
- unaudited six months ended 31
December 2013                           (12 391)            (5 587)                 (7 803)            (25 781)
Total assets
-reviewed as at 31 December 2014         257 783             48 903                  16 300            322 986
- audited as at 30 June 2014             329 530             54 161                  14 769            398 460
- unaudited six months ended 31
December 2013                            358 094             61 398                   9 424            428 916
Total liabilities
-reviewed as at 31 December 2014         213 346             26 628                 140 955            380 929
- audited as at 30 June 2014             241 106             28 653                 122 356            392 115
- unaudited six months ended 31          240 037             25 893                  91 804           357 734
December 2013
1
Includes intra-segment revenue.

Additional information
                                        Reviewed            Audited             Unaudited 6
                                six months ended         Year ended         months ended 31
                                31 December 2014       30 June 2014           December 2013
                                           R’000              R’000                   R’000
Capital Commitments                       11 536             14 905                       0
Depreciation of property, plant
and equipment                             10 141             18 730                   5 136
Purchase of property, plant and
equipment                                    730             16 078                   2 869
Impairment of fixed assets                 9 555                316                       0
Impairment of goodwill                         0             15 521                       0
Operating lease commitments              126 826            103 859                  83 638

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