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AFRICAN AND OVERSEAS ENTERPRISES LD - Reviewed condensed consolidated preliminary financial results for the year ended 30 June 2015

Release Date: 07/09/2015 14:47
Code(s): AON AOO AOVP     PDF:  
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Reviewed condensed consolidated preliminary financial results for the year ended 30 June 2015

AFRICAN AND OVERSEAS ENTERPRISES LIMITED
(INCORPORATED IN THE REPUBLIC OF SOUTH AFRICA 
(Registration number): 1947/027461/06)
JSE share codes: AOO - AON - AOVP
ISIN: ZAE000000485 - ZAE000009718 - ZAE000000493
("the company" or "the group" or "African & Overseas")


REVIEWED CONDENSED CONSOLIDATED PRELIMINARY FINANCIAL RESULTS FOR THE YEAR ENDED 30 JUNE 2015


CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION
                                                                    As at      As at
                                                                  30 June    30 June
                                                                     2015       2014
                                                                 Reviewed    Audited
                                                                    R'000      R'000
ASSETS
Non-current assets                                               151   146   142   159
Property, plant and equipment                                     54   467   108   762
Investment property                                               72   539     5   440
Intangible assets                                                 17   396    13   920
Other investments                                                      576         524
Deferred tax asset                                                 6   168    13   513
Current assets                                                   175   955   154   697
Inventories                                                       70   084    82   124
Trade and other receivables                                       22   904    13   671
Forward exchange contracts                                             883           -
Income tax receivable                                                  303         215
Cash and cash equivalents                                         81   781    58   687
Total assets                                                     327   101   296   856
EQUITY AND LIABILITIES
Capital and reserves                                             261 960     239 458
Share capital                                                      1 200       1 200
Share premium                                                      6 076       6 076
Other reserves                                                       540         553
Retained earnings                                                136 581     124 760
Non-controlling interest                                         117 563     106 869
Non-current liabilities                                           21 548      15 775
Post-retirement liability                                          2 673       2 653
Accrued operating lease liability                                 17 084      12 833
Deferred tax liability                                             1 791         289
Current liabilities                                               43 593      41 623
Provisions                                                             -           -
Trade and other payables                                          43 573      40 604
Forward exchange contracts                                             -         927
Income tax payable                                                    20          92
Total equity and liabilities                                     327 101     296 856

CONDENSED CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME

                                                               Year ended Year ended
                                                                  30 June     30 June
                                                                     2015        2014
                                                           %     Reviewed     Audited
                                                      change        R'000       R'000
Revenue                                                  7.1      536 217     500 843
Turnover                                                 4.9      516 086     492 079
Cost of sales                                                    (225 698)   (249 774)
Gross profit                                            19.8      290 388     242 305
Other income                                           222.6       16 509       5 118
Other operating costs                                    4.6     (278 227)   (265 971)
Operating profit/(loss)                                254.6       28 670     (18 548)
Dividend income                                                        18          16
Finance income                                                      3 604       3 630
Finance costs                                                        (214)       (251)
Profit/(loss) before tax                               311.7       32 078     (15 153)
Income tax expense                                                 (9 501)      3 900
Profit/(loss) for the period                           300.6       22 577     (11 253)
Other comprehensive income/(loss)
Acturial (loss)/gain on post-retirement defined
  benefit plan                                                        (77)          9
Gain on available-for-sale investments                                 52           -
Total comprehensive income/(loss) for the period                   22 552     (11 244)
Profit/(loss) attributable to:
Ordinary and 'N' ordinary shareholders of the parent               11 821      (6 930)
Preference shareholders                                                33         181
Profit/(loss) attributable to equity holders of the parent         11 854      (6 749)
Non-controlling interest                                           10 723      (4 504)
Profit/(loss) for the year                                         22 577     (11 253)
Total comprehensive income attributable to:
Ordinary and 'N' ordinary shareholders of the parent               11 808      (6 925)
Preference shareholders                                                33         181
Profit/(loss) attributable to equity holders of the parent         11 841      (6 744)
Non-controlling interest                                           10 711      (4 500)
Total comprehensive income for the year                            22 552     (11 244)
Reconciliation of headline earnings/(loss)
Earnings/(loss) attributable to equity holders                     11 821      (6 930)
Adjusted for:
Profit from disposal of property, plant and equipment              (1 840)       (454)
Impairment loss on equipment and shopfittings                         305       1 346
Headline earnings/(loss)                                           10 286      (6 038)
Basic earnings/(loss) per ordinary share (cents)         270.4     103.8       (60.9)
Headline earnings/(loss) per ordinary share (cents)      270.4      90.3       (53.0)
Diluted earnings/(loss) per ordinary share (cents)       270.7     103.6       (60.7)
Diluted headline earnings/(loss) per ordinary
  share (cents)                                         270.3        90.1          (52.9)
Weighted average number of equity shares on which
  earnings per share is based (000's)                              11 387         11 387
Weighted average number of equity shares on which
  diluted earnings per share is based (000's)                      11 414         11 417


CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
                                                                Year ended     Year ended
                                                                   30 June        30 June
                                                                      2015           2014
                                                                  Reviewed        Audited
                                                                     R'000          R'000
Share capital                                                        1 200          1 200
Share premium                                                        6 076          6 076
Other reserves
Opening balance                                                         553            544
Share-based payment expense                                               -              4
Actuarial gains on post-retirement defined benefit plans                (42)             5
Gain on available-for-sale financial instruments                         29              -
Closing balance                                                         540            553
Retained earnings
Opening balance                                                   124 760        135 692
Profit/(loss) for the year                                         11 854         (6 749)
Preference dividends paid                                             (33)          (181)
Ordinary dividends paid                                                 -         (3 986)
Net effect of take-up of share options                                  -             31
Change in degree of control                                             -            (47)
Closing balance                                                   136 581        124 760
Non-controlling interest
Opening balance                                                   106 869        116 952
Profit/(loss) for the year                                         10 723         (4 504)
Preference dividends paid                                             (17)           (17)
Ordinary dividends paid                                                 -         (5 643)
Net effect of take-up of share options                                  -             26
Change in degree of control                                             -             47
Other comprehensive (loss)/income                                     (12)             8
Closing balance                                                   117 563        106 869
Total capital and reserves                                        261 960        239 458

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
                                                               Year ended Year ended
                                                                  30 June    30 June
                                                                     2015       2014
                                                                 Reviewed    Audited
                                                                    R'000      R'000
Operating profit before working capital changes                    50 328      1 811
Working capital changes                                             4 849      9 190
Interest received                                                   3 604      3 630
Interest paid                                                        (214)      (251)
Dividends paid                                                        (50)    (9 827)
Dividends received                                                     18         16
Income tax paid                                                      (814)       708
Net cash inflows from operating activities                         57 721      5 277
Additions to property, plant, equipment and investment property   (37 070)   (42 704)
Additions to intangible assets                                     (3 823)    (5 170)
Proceeds from disposal of property, plant, equipment and
  investment property                                               6 266         60
Proceeds from disposal of trademark                                     -      1 000
Net cash outflows from investing activities                       (34 627)   (46 814)
Proceeds on delivery of shares by share trust                           -         57
Net cash inflows from financing activities                              -         57
Net increase/(decrease) in cash and cash equivalents               23 094    (41 480)
Cash and cash equivalents at the beginning of the year             58 687    100 167
Cash and cash equivalents at the end of the year                   81 781     58 687


GROUP SEGMENTAL REPORTING
                                                                Year ended     Year ended
                                                                   30 June        30 June
                                                                      2015           2014
                                                                  Reviewed        Audited
                                                                     R'000          R'000
Revenue
Total external retail revenue                                     517 314        493 292
Retail segment revenue                                            521 822        496 938
Intersegment revenue earned                                        (4 508)        (3 646)
Total external property revenue                                    11 417          3 905
Property segment revenue                                           15 942          8 146
Intersegment revenue earned                                        (4 525)        (4 241)
Dividends received                                                     18             16
Interest income                                                     3 604          3 630
Profit on sale of property                                          3 864              -
Total group revenue                                               536 217        500 843
Segment operating profit/(loss)
Retail segment profit/(loss)                                       26   807      (14 046)
Property segment profit                                             7   825           22
Group services operating loss                                      (5   962)      (4 524)
Total group operating profit/(loss)                                28   670      (18 548)
Depreciation and amortisation
Retail                                                             20 121         22 151
Property                                                            2 103            751
Total group depreciation and amortisation                          22 224         22 902
Segment assets
Retail                                                            216 705        203 295
Property                                                           79 204         60 622
Group services*                                                    31 192         32 939
Total group segment assets                                         327 101       296 856
Segment liabilities
Retail                                                              55   895      49   908
Property                                                             4   987       3   373
Group services*                                                      4   259       4   117
Total group segment liabilities                                     65   141      57   398
Capital expenditure
Retail                                                              21 433        19 718
Property                                                            19 460        28 156
Total group capital expenditure                                     40 893        47 874
*Group services include corporate costs.


OTHER INFORMATION
                                                                 Year ended    Year ended
                                                                    30 June       30 June
                                                                       2015          2014
                                                                   Reviewed       Audited
Capital commitments
Authorised - not contracted for                        (R'000)      35 950        36 362
Authorised - contracted for                            (R'000)       5 566        11 989
Gross profit margin                                        (%)        56.3          49.2
Operating profit/(loss) margin                             (%)         5.6          (3.8)
Retail segment operating profit/(loss) margin              (%)          5.2          (2.8)
Net asset value per share                                  (R)       12.38         11.37


NOTES
1   REVIEW BY AUDITORS
    The reviewed condensed consolidated preliminary results of African and Overseas
    Enterprises Limited for the year ended 30 June 2015 have been reviewed by the company's
    auditors, KPMG Inc. In their review report dated 7 September 2015, which is available
    for inspection at the company's registered office, KPMG Inc. state that their review was
    conducted in accordance with the International Standard on Review Engagements 2410,
    Review of Interim Information Performed by the Independent Auditor of the Entity,
    which applies to a review of consolidated preliminary financial information, and have
    expressed an unmodified conclusion on the reviewed condensed consolidated preliminary
    financial results. The auditor's report does not necessarily report on all of the
    information contained in these financial results. Shareholders are therefore advised that
    in order to obtain a full understanding of the nature of the auditor's engagement they
    should obtain a copy of the auditor's report together with the accompanying financial
    results from the issuer's registered office.
2   BASIS OF PREPARATION
    The reviewed condensed consolidated preliminary financial results for the year ended
    30 June 2015 are prepared in accordance with the requirements of the JSE Limited Listings
    Requirements for preliminary reports and the requirements of the Companies Act of
    South Africa. The JSE Listings Requirements require preliminary 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 Financial Pronouncements as
    issued by the Financial Reporting Standards Council and to also, as a minimum, contain the
    information required by IAS 34: Interim Financial Reporting. These reviewed results have
    been prepared under the supervision of the group financial director, Damian Johnson CA(SA).

3   Accounting policies
    The accounting policies applied in the preparation of the condensed consolidated financial
    results are in terms of IFRS and are consistent with those applied in the previous
    consolidated financial results, except for the adoption of new standards and interpretations
    effective as of 1 July 2014. The new standards have no material impact on the reviewed
    condensed consolidated preliminary financial results and are not expected to materially
    impact the annual consolidated financial statements.

    The integrated annual report containing a detailed review of the operations of the
    company will be posted to shareholders towards the end of September 2015. The annual
    financial statements will be posted on the company's website www.rextrueform.co.za at
    the end of September 2015.
4   NOTE TO THE FINANCIAL RESULTS
    4.1 Property, plant and equipment - During the year under review there was a
         reclassification from property, plant and equipment to investment property.
         This property was previously owner occupied, but was reclassified on 1 January 2015
         when Queenspark Proprietary Limited moved to a smaller space within the building,
         resulting in the previously occupied space being rented out to third parties.
    4.2   Investment property - During the year under review there was a reclassification
          from property, plant and equipment to investment property. This property was
          previously owner occupied, but was reclassified on 1 January 2015 when Queenspark
          Proprietary Limited moved to a smaller space within the building, resulting in
          the previously occupied space being rented out to third parties.
    4.3   Financial instruments - Financial instruments included in trade and other receivables
          and trade and other payables are short term in nature, settled within 12 months,
          and the carrying value substantially approximates the fair value.


COMMENTARY
The principal operating subsidiary Rex Trueform Clothing Company Limited reports as follows:

GROUP RESULTS
"The group produced a very pleasing result mainly due to the improved performance of the retail
segment. Many initiatives implemented by the group added benefits which reflect in the results.
Revenue increased by 7.1% to R536.6 million (2014: R501.2 million). The gross profit generated
from the retail segment increased by 19.8% to R290.4 million (2014: R242.3 million).
Other income, which includes rental income and the profit on sale of the Atlantis property,
increased from R5.6 million to R17.0 million. Trading expenses were contained and increased
by 4.6%.

The above resulted in the operating profit increasing by 273% to R29.9 million (2014: loss
of R17.3 million) which includes an amount of R3.9 million in respect of the profit on sale
of the Atlantis property. The operating profit excluding the profit on sale of the property
amounts to R26 million. Profit after tax increased by 337.4% to R23.8 million (2014: loss
of R10 million) resulting in the earnings per share increasing by 336.9%.

RETAIL (QUEENSPARK)
Queenspark returned to profitability despite the challenging market and produced an operating
profit of R26.8 million compared to a R14 million operating loss in the prior period.
Certain initiatives implemented produced the desired results: these included cost containment,
the closure of three unprofitable stores, opening of new stores and improved processes employed
to improve the gross margin, which increased to 56.3% (2014: 49%).
PROPERTY
The operating profit of this segment amounted to R7.8 million (2014: R0.0 million) which
includes the R3.9 million profit on the sale of the non-strategic property located in Atlantis.
The operating profit excluding the profit on sale of the Atlantis property amounts to
R3.9 million.

The group's three remaining investment properties are located in Salt River (Cape Town),
one of which has been recently developed, namely the Rex Trueform Office Park ("RTOP").

PROSPECTS
RETAIL (QUEENSPARK)
The current summer season's stock sold during the first nine weeks of the 2016 financial year
has been well received by customers and the group plans to roll out further stores in order
to capture additional market share. The enterprise resource planning system is planned to be
implemented during the 2016 financial year. The benefits to be gained therefrom will mostly
be realised in the 2017 financial year and thereafter. Other initiatives being considered
mainly focus on turnover growth and are predominantly aimed at improving the performance
over the medium to long term.

PROPERTY
The business has commenced with development feasibilities in respect of the two undeveloped
investment properties and intends to complete the feasibilities during the 2016 financial year.
The one property is classified as an important Heritage site, which limits the development
opportunities, and will cause a delay in the development process.

In relation to the RTOP, lease agreements in respect of approximately 90% of the office space
have been entered into. However, due to the required reorganisation of space within the building
a smaller part of the rental was only due from the beginning of July 2015. The balance of the
office space not yet let, amounting to approximately 900 m2, is likely to be let during the
2016 financial year."
DIVIDEND
The directors of African and Overseas Enterprises Limited have proposed a distribution of 35 cents
per share in respect of the ordinary and "N" ordinary shares. Shareholders will be asked to approve
this proposal of the board at the annual general meeting.

Signed on behalf of the board

ML Krawitz             CEA Radowsky
(Chairman)            (Chief Executive Officer)
Cape Town
7 September 2015


Non-executive directors: ML Krawitz (Chairman), HJ Borkum*, PM Naylor*, RV Orlin* and PE Shub
                         * Independent non-executive directors
Executive directors: CEA Radowsky (Chief Executive Officer) and DS Johnson (FD)
Registered office: Rex Buildings, 263 Victoria Road, Salt River, Cape Town, 7925
Secretary: AT Snitcher
Transfer secretaries: Computershare Investor Services Proprietary Limited, 70 Marshall Street,
Johannesburg, 2001
Sponsor: Java Capital

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