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AFRICAN & OVERSEAS ENTERPRISES LIMITED - Condensed consolidated preliminary financial results for the year ended 30 June 2017

Release Date: 08/09/2017 12:39
Code(s): AON AOO AOVP     PDF:  
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Condensed consolidated preliminary financial results for the year ended 30 June 2017

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 and Overseas")


CONDENSED CONSOLIDATED PRELIMINARY FINANCIAL RESULTS
for the year ended 30 June 2017


CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION
                                                                    As at       As at
                                                                  30 June     30 June
                                                                     2017        2016
                                                                 Reviewed     Audited
                                                                    R'000       R'000
ASSETS                    
Non-current assets                                                159 628     155 705 
Property, plant and equipment                                      57 150      53 355 
Investment property                                                71 032      71 849 
Intangible assets                                                  24 773      23 432 
Other investments                                                     524         576 
Deferred tax asset                                                  6 149       6 493 
Current assets                                                    170 987     185 827 
Inventories                                                        77 842      61 319 
Trade and other receivables (note 5.2)                             28 300      35 657 
Forward exchange contracts                                             38           - 
Income tax receivable                                               1 304       1 114 
Accrued operating lease asset                                       3 558       3 219 
Cash and cash equivalents (note 5.3)                               59 945      84 518 
Total assets                                                      330 615     341 532 
                    
EQUITY AND LIABILITIES                    
Capital and reserves                                              260 795     262 410 
Share capital                                                       1 200       1 200 
Share premium                                                       6 616       6 076 
Share-based payment reserve                                          (116)        314 
Other reserves                                                      1 301         731 
Retained earnings                                                 134 518     136 688 
Non-controlling interest                                          117 276     117 401 
Non-current liabilities                                            22 549      22 274 
Post-retirement liability                                             899       1 991 
Accrued operating lease liability                                  18 536      18 104 
Deferred tax liability                                              3 114       2 179 
Current liabilities                                                47 271      56 848 
Trade and other payables                                           47 245      54 634 
Forward exchange contracts                                              -       2 176 
Income tax payable                                                     26          38 
Total equity and liabilities                                      330 615     341 532


CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
                                                               Year ended  Year ended
                                                                  30 June     30 June
                                                                     2017        2016
                                                            %    Reviewed     Audited
                                                       change       R'000       R'000
Revenue                                                  (1.7)    548 572     558 229 
Turnover                                                 (1.6)    528 759     537 588 
Cost of sales                                                    (237 200)   (248 937)
Gross profit                                              1.0     291 559     288 651 
Other income                                              0.4      15 243      15 176 
Other operating costs                                     4.4    (307 583)   (294 550)
Operating (loss)/profit                                (108.4)       (781)      9 277 
Dividend income                                                        21          20 
Finance income                                                      4 549       5 445 
Finance costs                                                        (163)       (222)
Profit before tax                                       (75.0)      3 626      14 520 
Income tax expense                                                 (1 939)     (4 946)
Profit for the period                                   (82.4)      1 687       9 574 
Other comprehensive income                              
Actuarial gain on post-retirement defined benefit plan              1 072         708 
Fair value adjustment on available-for-sale investments               (52)          -
Total comprehensive income for the period                           2 707      10 282 
Profit attributable to:                               
Ordinary and "N" ordinary shareholders of the parent                  147       4 241 
Preference shareholders                                               102          33 
Profit attributable to equity holders of the parent                   249       4 274 
Non-controlling interest                                            1 438       5 300 
Profit for the year                                                 1 687       9 574 
Total comprehensive income attributable to:                               
Ordinary and "N" ordinary shareholders of the parent                  756       4 746 
Preference shareholders                                               102          33 
Profit attributable to equity holders of the parent                   858       4 779 
Non-controlling interest                                            1 849       5 503 
Total comprehensive income for the year                             2 707      10 282 
Reconciliation of headline earnings                              
Earnings attributable to ordinary and "N" ordinary shareholders       147       4 241 
Adjusted for:                              
Loss/(profit) from disposal of property, plant and equipment          232         (28)
Impairment reversal on equipment and shopfittings                       -        (305)
Headline earnings                                                     379       3 908 
                              
Basic earnings per ordinary share (cents)               (96.5)        1.3        37.2 
Headline earnings per ordinary share (cents)            (90.4)        3.3        34.3 
Diluted earnings per ordinary share (cents)             (96.5)        1.3        37.1 
Diluted headline earnings per ordinary share (cents)    (90.4)        3.3        34.2 
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)                      11 393      11 418


CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
                                                               Year ended  Year ended
                                                                  30 June     30 June
                                                                     2017        2016
                                                                 Reviewed     Audited
                                                                    R'000       R'000
Share capital                                                       1 200       1 200 
Share premium                                                       6 616       6 076 
   Opening balance                                                  6 076       6 076
   Reallocation relating to share options                             540           -
Share-based payment and other reserves                              1 185       1 045 
   Opening balance                                                  1 045         540 
   Actuarial gains on post-retirement defined benefit plans           638         505 
   Fair value adjustment on available-for-sale investments            (29)          -
   Delivery of treasury shares                                       (430)          -
   Change in degree of control                                        (39)          -
Retained earnings                                                 134 518     136 688 
   Opening balance                                                136 688     136 581 
   Profit for the year                                                249       4 274 
   Change in degree of control                                       (381)          - 
   Preference dividends paid                                         (102)        (33)
   Ordinary dividends paid                                         (1 936)     (4 134)
Non-controlling interest                                          117 276     117 401
   Opening balance                                                117 401     117 563 
   Profit for the year                                              1 438       5 300 
   Preference dividends paid                                          (17)        (17)
   Ordinary dividends paid                                         (2 501)     (5 648)
   Delivery of treasury shares                                        430           -
   Reallocation relating to share options                            (540)          -
   Proceeds from delivery of employee share options                   234           - 
   Change in degree of control                                        420           - 
   Other comprehensive income                                         411         203 
Total capital and reserves                                        260 795     262 410


CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
                                                               Year ended  Year ended
                                                                  30 June     30 June
                                                                     2017        2016
                                                                 Reviewed     Audited
                                                                    R'000       R'000
Operating profit before working capital changes                    25 640      36 013 
Working capital changes                                           (17 731)      4 737 
Interest received                                                   4 549       5 445 
Interest paid                                                        (163)       (222)
Dividends paid                                                     (4 556)     (9 832)
Dividends received                                                     21          20 
Income tax paid                                                      (862)     (5 676)
Net cash inflows from operating activities                          6 898      30 485 
Additions to property, plant, equipment and investment property   (25 555)    (20 288)
Additions to intangible assets                                     (3 410)     (7 685)
Proceeds from disposal of property, plant, equipment and 
  investment property                                                 199         225 
Acquisition of business (note 5.1)                                 (2 939)          -
Net cash outflows from investing activities                       (31 705)    (27 748)
Cash flows from financing activities                    
Proceeds from delivery of employee share options                      234           -
Net cash outflows from investing activities                           234           -
Net (decrease)/increase in cash and cash equivalents              (24 573)      2 737 
Cash and cash equivalents at the beginning of the year             84 518      81 781 
Cash and cash equivalents at the end of the year                   59 945      84 518


GROUP SEGMENTAL REPORTING
                                                               Year ended  Year ended
                                                                  30 June     30 June
                                                                     2017        2016
                                                                 Reviewed     Audited
                                                                    R'000       R'000
Revenue                    
   Total external retail revenue                                  528 972     538 579 
      Retail segment revenue                                      532 746     542 437 
      Intersegment revenue earned                                  (3 774)     (3 858)
   Total external property revenue                                 15 030      14 185 
      Property segment revenue                                     20 359      19 277 
      Intersegment revenue earned                                  (5 329)     (5 092)
   Dividends received                                                  21          20 
   Interest income                                                  4 549       5 445 
   Total group revenue                                            548 572     558 229 
Segment operating profit/(loss)                    
   Retail segment profit/(loss)                                    (1 923)      9 372 
   Property segment profit                                          7 951       8 450 
   Group services operating loss                                   (6 809)     (8 545)
   Total group operating profit                                      (781)      9 277 
Depreciation and amortisation                    
   Retail                                                          21 742      20 118 
   Property                                                         3 720       3 466 
   Total group depreciation and amortisation                       25 462      23 584 
Segment assets                    
   Retail                                                         216 059     223 584
   Property                                                        80 797      79 042 
   Group services*                                                 33 759      38 906
   Total group assets                                             330 615     341 532 
Segment liabilities                    
   Retail                                                          61 737      68 856
   Property                                                         5 884       7 485 
   Group services*                                                  2 199       2 781
   Total group liabilities                                         69 820      79 122 
Capital expenditure                    
   Retail                                                          23 904      25 100 
   Property                                                         5 061       2 873 
   Total group capital expenditure                                 28 965      27 973 
                    
* Group services include corporate costs.                    


OTHER INFORMATION
                                                               Year ended  Year ended
                                                                  30 June     30 June
                                                                     2017        2016
                                                                 Reviewed     Audited
Capital commitments                    
Authorised - not contracted for                        (R'000)     21 553      20 786
Authorised - contracted for                            (R'000)      7 632      10 655
Gross profit margin                                        (%)       55.1        53.7
Operating profit margin                                    (%)       (0.1)        1.7
Retail segment operating (loss)/profit margin              (%)       (0.4)        1.7


NOTES
1  Review of the independent auditors
   These condensed consolidated preliminary financial statements of African and Overseas 
   Enterprises Limited for the year ended 30 June 2017 have been reviewed by KPMG Inc., 
   who expressed an unmodified review conclusion. 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 statements from the issuer's 
   registered office.

2  Basis of preparation
   The condensed consolidated preliminary financial statements are prepared in 
   accordance with the requirements of the JSE 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. This report was 
   compiled under the supervision of the group financial director, DS Johnson CA (SA).

3  Accounting policies 
   The accounting policies applied in the preparation of the condensed consolidated 
   preliminary financial statements are in terms of IFRS and are consistent with those 
   applied in the previous consolidated annual financial statements.

4  Dividends
   A dividend on the 6% cumulative participating preference shares for the six months 
   ended 30 June 2017 in the amount of 6 cents per preference share was declared by 
   the board of directors on 19 June 2017 and was paid on 10 July 2017. 

   The directors have not proposed a dividend in respect of the ordinary and 
   "N" ordinary shares in the six-month period ended 30 June 2017.

5  Notes to the financial statements
   5.1  Acquisition of business - The group acquired the Queenspark Namibian franchise 
        business, previously operated by a third party, during the year under review 
        for a cash consideration of R2 939 000. The rationale for the acquisition was 
        to implement an expansion strategy in Namibia. The assets acquired are listed 
        below and represent their fair value. No liabilities were acquired or assumed.

        The purchase price is comprised of the following:
                                                                                R'000
        Intangible asset                                                        1 100
        Property, plant and equipment                                             500
        Inventory                                                               1 339
                                                                                2 939

   5.2  Trade and other receivables - Trade and other receivables decreased at 
        30 June 2017 due to prepayments being lower than the corresponding period.

   5.3  Cash and cash equivalents - The reduction in cash and cash equivalents was 
        largely the result of the increase in inventory held at 30 June 2017.

   5.4  Financial instruments - Financial instruments included in trade and other 
        receivables, trade and other payables and forward exchange contract assets/
        liabilities are short term in nature, settled within 12 months, and the 
        carrying value substantially approximates the fair value. 

6  Events subsequent to the reporting date
   No events material to the understanding of the condensed consolidated preliminary 
   financial statements have occurred between the financial year-end and the date hereof.


COMMENTARY

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

"Group profile 
Rex Trueform Clothing Company Limited ("Rex") is invested in property and retail 
segments. Its interest in retail is through its South African subsidiary company 
Queenspark Proprietary Limited ("Queenspark"). During the 2017 financial year Queenspark 
has expanded its operations by way of, amongst other things, investing in a wholly-owned 
subsidiary company incorporated and operating in Namibia ("QP Nam"). Rex's interest 
in property includes direct property ownership and indirect property investment 
through a wholly-owned subsidiary. 

Group results 
The group's retail performance during the 2017 financial year was impacted by the weak 
economic environment which, together with other factors, negatively influenced consumer 
confidence and disposable income. Revenue, mainly impacted by the retail segment, 
decreased by 1.7% to R549.0 million (2016: R558.6 million). The gross profit generated 
from the retail segment increased by 1.0% to R291.6 million (2016: R288.7 million). 
Other group income, including rental and royalty income, increased by 0.6% and was 
impacted by the reduction of third party royalty income. Trading expenses were 
contained and increased by 4.7%. 

The above resulted in the operating profit decreasing by 93.4% to R0.8 million 
(2016: profit of R11.5 million). Profit after tax decreased by 73.0% to R3.2 million 
(2016: profit of R11.8 million) resulting in the earnings per share decreasing by 73.2%. 

Retail (Queenspark)
The retail segment now includes the wholly-owned Queenspark subsidiary company 
operating in Namibia. This new group company operates two Queenspark-branded retail 
stores in Namibia. During the 2017 financial year Queenspark started selling its 
products on the Spree website. The Queenspark product is therefore now available on 
two online platforms (being Zando and Spree). Queenspark continues to open stores 
where feasible and close unprofitable stores. 

Trading in both South Africa and Namibia has been challenging. While turnover decreased 
by 1.6% the gross profit margin increased to 55.1% (2016: 53.7%). Retail operating costs 
(which included the additional operating costs of the Namibian operation) increased 
by a conservative 4.1%. The above resulted in an operating loss of R1.9 million 
compared to a R9.4 million operating profit in the prior period. 

Property
Rex Trueform Office Park complex is the main income-generating operation within the 
group's property segment. The operating profit of this segment amounted to R8.0 million 
(2016: R8.5 million). This reduction in operating profit was mainly due to exceptional 
once-off maintenance costs incurred during the 2017 financial year. 

Group services 
Group services' costs decreased by 16.3% to R5.3 million (2016: R6.3 million, which 
included once-off corporate costs relating to the comparable offer made by a 
consortium to Rex's ordinary and "N" ordinary shareholders). Excluding the prior year 
once-off costs the group's service costs increased by 3.9%. 

Prospects
Retail (Queenspark)
The Queenspark strategy includes the introduction of new brands to complement the 
existing ranges. These new brands, together with new product categories, are expected 
to provide an improved offering to customers. Although a few new brands were 
introduced towards the end of the 2017 financial year most of these new initiatives 
will be phased in during the 2018 financial year.

The online offering through both the Zando and Spree websites will continue to allow 
Queenspark to service a larger client base. The product offering will be improved to 
suit the needs of the online customers. Queenspark and its Namibian subsidiary will 
also continue to open new stores where feasible.

The initiatives above are to be introduced with a view to improving turnover, however 
the tough economic trading and market conditions are still likely to continue to 
impact the business in the short term. 

Property 
Rex has the intention to develop two further properties in the medium term, both 
situated in the Cape Town area, and is continuing to consider development options in 
this regard. The one property is classified as a heritage site, which limits the 
development opportunities and has caused a delay in the development process."

ML Krawitz                  CEA Radowsky
(Chairman)                  (Chief Executive Officer)

Cape Town
8 September 2017

Directors: ML Krawitz† (Chairman), CEA Radowsky (Chief Executive Officer), 
DS Johnson (Financial Director), MJA Golding†, HJ Borkum*, PM Naylor* and RV Orlin*  
† Non-executive  * Independent non-executive

PE Shub was a non-executive director of the company until her retirement on 
15 August 2016. On 2 September 2016 MJA Golding was appointed as a non-executive 
director of the company in order to fill the vacancy arising from the retirement of 
PE Shub. MJA Golding retired as a director at the annual general meeting of the 
company held on 17 November 2016 and was duly elected as a director by the shareholders.
ML Krawitz will retire as chairman and as a non-executive director of the company and 
RV Orlin and HJ Borkum will retire as independent non-executive directors of the 
company with effect from 30 September 2017.

Registered office: Rex Buildings, 263 Victoria Road, Salt River, Cape Town, 7925
Company secretary: AT Snitcher
Transfer secretaries: Computershare Investor Services Proprietary Limited
Rosebank Towers, 15 Biermann Avenue, Rosebank, 2196
Sponsor: Java Capital 


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