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RACEC GROUP LIMITED - Abridged Condensed Consolidated Audited Results for the year ended 30 SEPTEMBER 2012

Release Date: 14/12/2012 14:17
Code(s): RAC
Wrap Text
Abridged Condensed Consolidated Audited Results for the year ended 30 SEPTEMBER 2012

RACEC GROUP LIMITED
Incorporated in the Republic of South Africa
(Registration number: 1998/006153/06)
Share code: RAC      ISIN: ZAE000105409
(“RACEC” or “the Company” or “the Group”)

ABRIDGED CONDENSED CONSOLIDATED AUDITED RESULTS FOR THE YEAR ENDED 30
SEPTEMBER 2012
COMMENTARY

INTRODUCTION

Having disposed of its non-core loss-making subsidiaries in 2011, RACEC Group Ltd (“RACEC Group” or
“RACEC”) has spent the last year focusing exclusively on railway construction and maintenance. While
2011 had been a year of change that saw major re-structuring; 2012 was a year of profitable
consolidation. These results confirm the success of this significant turnaround.

The restructured RACEC Group now focuses exclusively on its core business: rail construction, rail
electrification and maintenance contracting. Specifically, the Group offers engineering excellence in:

    -   Constructing, maintaining and upgrading railway track systems;
    -   Providing mechanised on-track plant and machinery;
    -   Constructing gantry, stacker reclaimer and ship loader track work;
    -   Providing crane tracks for building and maintenance sectors;
    -   Designing and constructing railway sidings;
    -   Providing track-related civil and ancillary works;
    -   Managing industrial rail networks;
    -   Providing clients with turn-key project solutions; and
    -   Constructing and maintaining electrical overhead track equipment (OHTE).


FINANCIAL PERFORMANCE

During the year revenue increased by 57% from R226.0 million to R355.2 million and the Group?s total
profit after tax was R29.8 million (2011: profit after tax from continuing operations R15.1 million).
Approximately 52% of the revenue relates to operations within South Africa and 48% relates to operations
within the rest of Africa.

During the course of the 2012 financial year we had the opportunity to review our accounting treatment
with respect to the consolidation of Solethu Civils Holdings (Pty) Ltd (“Solethu Civils”). Originally Solethu
Civils was considered to be a special-purpose entity. Given the risk profile of the transaction, it was
interpreted that the consolidation of this entity into the Group?s results was a requirement in terms of SIC
12. However, a different interpretation of the situation determined that Solethu Civils should not be
consolidated into the Group?s results as RACEC has no shareholding in Solethu Civils, no voting power
and no influence over the board of Solethu Civils. The effects of this restatement are disclosed in note 6
below.

The de-consolidation of Solethu Civils has resulted in an increase in the 2011 net equity of R21.1 million
(2010: R20.0 million). It has also resulted in the loss per share for 2011 reducing by 12.7 cents (2010:
earnings per share reduced by 4.8 cents).

The positive generation of cash reserves remains a key area of focus for the Group. The losses and
write-off in the 2011 financial year relating to the disposed loss-making non-core operations took its
toll on our working capital and certainly left us with a challenge for the 2012 financial year. Profitable
trading saw R19.8 million of cash generated from operations, which included the investment of R26.8
million in working capital as the Group experienced some 57% growth in revenue.
We are looking at various funding methods for large capital intensive projects in order to minimise the
amount of working capital caught up in up-front capital and start-up costs.


OPERATIONAL PERFORMANCE AND PROSPECTS

RACEC?s operations performed very profitably in 2012 and the Group's future outlook looks very
promising. Given the positive sentiment and opportunities in the rail sector, 2013 will more vigorously
address the rebuilding of shareholder value. Management will continue to concentrate on improved
certainty in earnings, improved stakeholder communication and investor awareness, as well as actively
trying to improve share market liquidity.

RACEC will continue to concentrate on reinforcing the business fundamentals to provide a solid
foundation from which to grow, as well as actively addressing the cyclical nature of the order book. Work
in excess of R210 million has already been secured and there are further identified potential projects in
excess of R8 billion, over the next three to five years. Encouragingly, the gross margin percentage is
increasing while the underlying overhead percentage is reducing.

Tight controls and improved scalability over fixed costs will continue so as to provide a solid base from
which the numerous available opportunities can be targeted. The Group's biggest challenge is to build
sufficient capacity to deliver the rail opportunities in the medium to long term without unnecessarily
increasing fixed overhead costs. Management will continue to reorganise the overhead structure to
accommodate essential functions, while forming various outsourced and coalition relationships with both
service providers and clients. It is believed that by streamlining the overhead structure and achieving a
balanced mix of projects, the effect of the cyclical nature of the construction industry can be minimised.

The strategy to diversify operations across the rail sector by targeting and balancing order book splits
between construction versus annuity contracts; South Africa versus rest of Africa contracts, will continue.

A geographical analysis of revenue streams shows a 33% increase in revenue from the South African
operations from R139.3 million to R185.9 million, while revenue from the rest of Africa increased by 95%
from R86.6 million to R169.3 million. This equates to a geographical revenue split of 52/48 in 2012 (2011:
62/38), which is in line with the Group's strategic targets.

Construction remains a key driver of RACEC?s success. Highlights include the successful construction of
the Postmasberg, the Sishen West Expansion Project (SWEP) and Tshipi Borwa projects in the Northern
Cape as well as the additional 51 kilometers of track upgrade in Sierra Leone.

The split on construction versus annuity contracts for 2012 was 86/14 (2011: 90/10). This initial slow
progress towards the targeted strategic split is due to the relatively high growth in construction work that
leads the maintenance annuity strategy. Knowledge of the site and contract conditions will allow cost-
effective solutions advantageous to both RACEC and clients, to be provided. Currently, short-term
maintenance works are being undertaken in Sierra Leone, Mozambique as well as South Africa and there
is confidence that these will convert into long-term contracts over time.

Expansion into Africa will continue as RACEC focuses on the mining sector and other large infrastructure
contractors exploring this market. The Group's position as a niche player in an opportunity-rich rail market
will allow strict risk mitigation measures to be applied before taking on work. Gross margin improvement
is a result of being able to deploy resources effectively and efficiently. Following on the Group's
successes in Sierra Leone, Mozambique and Kenya, a further R70-million West African contract,
scheduled to commence in February 2013 was recently awarded. The Group is also anticipating further
imminent awards in East Africa.

Despite the positive sentiment around South Africa?s targeted infrastructure expansion, the local
operations still experienced frustrations during the year. Protracted procurement cycles, delays in
awarding contracts and the lumpy nature of the infrastructure program proved very challenging. However,
confidence remains, that as an experienced local level 3 broad-based black economic empowerment
(BBBEE) niche rail contractor, RACEC will be well positioned to participate in the anticipated
infrastructure rollout, and the Group eagerly awaits the outcome of recent bid submissions.

RACEC?s corporate governance and ethical culture is balanced with an entrepreneurial and flexible
attitude and managements capability to act swiftly and decisively continues to attract clients. The biggest
challenge will be building sufficient capacity to deliver on rail opportunities in the medium to long term.
Although much work has been done, this will be accelerated during the upcoming year through
continuous recruitment, increased internal skills development, developmental training and bursary
programmes. The Group's ethical culture and equal opportunity for all approach will continue to ensure
that RACEC is a business that retains and attracts competent, high-calibre employees representative of
the cultural mix and diversity of the societies in which the company operates.



ABRIDGED CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
                                                           Audited
                                                                year    Restated                        Restated
                                                              ended       audited                         audited
                                                                  30  year ended                      year ended
                                                         September 30 September                    30 September
                                                                2012         2011                           2010
                                                              R’000        R'000                           R'000
 Revenue                                                    355 192      225 982                         157 447
 Cost of sales                                            (252 497)    (162 930)                       (110 686)
 Gross profit                                               102 695       63 052                          46 761
 Other income                                                  2 539          123                         (5 378)
 Other expenses                                            (61 484)     (35 666)                        (30 196)
 Net profit before investment revenue, finance costs and
 taxation                                                    43 750       27 509                          11 187
 Investment revenue                                            1 963        1 185                           1 704
 Finance costs                                               (6 020)      (5 869)                         (8 509)
 Profit before taxation                                      39 693       22 825                            4 382
 Taxation                                                    (9 942)      (7 703)                         (8 530)
 Profit for the period                                       29 751       15 122                          (4 148)
 Discontinued operations
 (Loss)/Profit for the year from discontinued operations           -    (35 055)                          12 420
 Loss from disposal of discontinued operations                     -    (37 936)                               -
 Profit/(Loss) for the period                                29 751     (57 869)                           8 272

 Attributable to:
 Equity holders of the parent                                          29 751          (57 062)               8 401
 Non-controlling interest – discontinued operations                         -             (807)               (129)
                                                                       29 751          (57 869)               8 272
 Other comprehensive income/(loss):
 - Deferred tax on revaluation through disposal                              -                -                 251
 - Revaluation of property, plant and equipment                        13 995                 -                 336
 - Deferred tax on revaluation of property, plant and equipment        (3 919)                -                 (94)
 - Foreign currency translation differences                                (8)               49                    6
 Total comprehensive income/(loss) for the period                      39 819          (57 820)               8 771

 Attributable to:
 Equity holders of the parent                                          39 819          (57 013)               8 900
 Non-controlling interest – discontinued operations                         -             (807)               (129)
                                                                       39 819          (57 820)               8 771
 EARNINGS/(LOSS) PER SHARE (CENTS)
 Basic                                                                   22.7          (43.6)               7.6
 Diluted basic                                                           16.3          (31.9)               5.6
 Headline                                                                24.3          (10.1)               8.4
 Diluted headline                                                        17.4           (7.4)               6.3




                                                                                      Restated         Restated
                                                                       Audited         audited          audited
                                                                    year ended      year ended       year ended
                                                                             30             30               30
                                                                    September       September        September
                                                                           2012           2011             2010
                                                                          R’000          R'000            R'000
 From continued operations
 Basic                                                                    22.7            11.5            (3.7)
 Diluted basic                                                            16.3             8.4            (2.8)
 Headline                                                                 24.3            11.8            (2.9)
 Diluted headline                                                         17.4             8.6            (2.2)
 From discontinued operations
 Basic                                                                          -       (55.1)             11.3
 Diluted basic                                                                  -       (40.3)              8.4
 Headline                                                                       -       (21.9)             11.3
 Diluted headline                                                               -       (16.0)              8.4
 Weighted average number of ordinary shares in issue („000)*           130 969        130 969          111 180
 Fully diluted weighted average number of ordinary shares in
 issue („000)**                                                        182 778        178 993          149 642
*Excludes treasury shares
** Treasury shares considered to have dilutive potential



SEGMENTAL REPORT
                                                 Administrative
                                                investment and               Rail   Consolidating
                                                      plant hire     construction         Entries        Total
 Analysis per reportable segment                          R'000             R'000           R’000        R'000
 Audited – year ended 30 Septmber 2012
 Revenue – external                                           507         354 685                -     355 192
 Revenue – intersegment                                    25 204               -                -      25 204
 (Loss)/Profit before tax                                   9 126          30 567                -      39 693
 Total assets                                              61 587         148 046                -     209 633

 Audited - year ended 30 September 2011
 Revenue – external                                             -         225 982                -     225 982
 Revenue – intersegment                                 17 518                14                 -         17 532
 Profit/(loss) before tax                                9 047            23 494           (9 716)         22 825
 Total assets – continued operations                    66 789           110 722                 -        177 511

 Audited - year ended 30 September 2010
 Revenue – external                                         270          157 177                 -        157 447
 Revenue – intersegment                                 16 253                 -                 -         16 253
 Profit/(loss) before tax                               (4 842)           22 970          (13 746)          4 382
 Total assets – continued operations                    49 205            77 713                 -        126 918




                                                                       Outside     Consolidating
                                                  South Africa     South Africa          entries           Total
 Geographical analysis                                  R'000            R'000             R'000           R'000
 Audited – year ended 30 Septmber 2012
 Revenue - external                                    185 873           169 319                 -        355 192
 Revenue – intersegment                                  6 249                 -                 -          6 249
 Profit before tax                                      12 316            27 377                 -         39 693
 Total assets                                          125 908            83 725                 -        209 633

 Audited - year ended 30 September 2011
 Revenue - external                                    139 345            86 637                 -        225 982
 Profit/(Loss) before tax                               25 969             6 571           (9 715)         22 825
 Total assets – continued operations                   104 736            72 775                 -        177 511

 Audited - year ended 30 September 2010
 Revenue - external                                    101 836            55 611                 -        157 447
 (Loss)/profit before tax                              (20 461)           24 843                 -          4 382
 Total assets – continued operations                     95 666           31 251                 -        126 917



An operating segment is a component of the Group that engages in business activities which may earn
revenues and incur expenses and whose operating results are regularly reviewed by the Group?s chief
operating decision makers, being the Group?s Board of Directors, in order to allocate resources and
assess performance, and for which discrete financial information is available.

Operating segments, which display similar economic characteristics and have similar products, services,
customers, methods of distribution and regulatory environments are aggregated for reporting purposes.

Segments were identified and grouped together using a combination of the products and services offered
by the segments and the geographical areas in which they operate.



ABRIDGED CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION
                                                  Audited       Audited                                 Audited
                                                     as at        as at                                   as at
                                                       30            30                                      30
                                                September    September                               September
                                                     2012         2011                                    2010
                                                               R’000      R'000     R'000



ASSETS
Non-current assets                                             77 591    66 555    70 679
- Property, plant and equipment                                65 920    54 978    55 631
- Investment property                                             351       351       351
- Intangible assets                                               891     1 125    10 314
- Loans to shareholders                                         1 806     1 200         -
- Loans and receivables                                             -     8 839         -
- Loans to related parties                                      8 438        62         -
- Deferred tax assets                                             185         -     4 383
Current assets                                                132 042   107 503   147 462
- Inventories                                                  52 012    41 692    31 020
- Trade and other receivables                                  61 847    43 755    97 237
- Loans and receivables                                             -     4 385         -
- Derivative financial instruments                                  -         -        28
- Tax receivable                                                    -       103        97
- Cash and cash equivalents                                    18 183    17 568    19 080

Assets classified as held for sale                                  -     3 453         -

Total assets                                                  209 633   177 511   218 141

EQUITY AND LIABILITIES
Capital and reserves                                           60 182    20 199    81 185
- Equity attributable to equity holders of the parent          60 182    20 199    81 314
- Non-controlling interest                                          -         -     (129)
Non-current liabilities                                        32 336    31 091    33 026
- Loans from shareholders                                           -         -     4 163
- Other financial liabilities                                  23 268    24 042    20 092
- Share based payments                                            813     2 085     2 911
- Deferred tax liabilities                                      8 255     4 964     5 860
Current liabilities                                           117 115   125 176   103 930
- Loans from shareholders                                           -     6 739     8 350
- Other financial liabilities                                   3 072     6 258    12 828
- Current tax payable                                          11 380     7 638     6 894
- Trade and other payables                                     78 582    73 606    54 494
- Bank overdraft                                               24 081    30 935    21 364

- Liabilities directly associated with assets classified as
held for sale                                                       -     1 045         -

Total equity and liabilities                                  209 633   177 511   218 141

Net asset value per share (cents)                                46.0      15.4      62.1
Net tangible asset value per share (cents)                       45.3      14.6      54.2
Total number of ordinary shares in issue ('000)*              130 969   130 969   130 969

*Excludes treasury shares

ABRIDGED CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
                                                                 Audited           Audited            Audited
                                                              year ended        year ended         year ended
                                                            30 September     30 September       30 September
                                                                     2012             2011                2010
                                                                    R’000            R'000              R'000
Cash flows from operating activities                               19 877          31 984                9 788
- Cash generated from operations                                  30 798           40 840              11 136
- Interest income                                                     446              875               2 093
- Finance costs                                                   (4 459)          (4 949)             (4 165)
- Taxation paid                                                   (6 908)          (4 782)                 724
Cash flows from investing activities                              (3 251)         (21 788)             (5 258)
- Purchase of property, plant and equipment                       (9 405)         (24 936)            (13 186)
- Proceeds from disposal of property, plant and equipment           6 322            3 963               8 771
- Purchase of intangible assets                                     (168)            (782)               (843)
- Proceeds from disposal of discontinued operations                     -              (33)                  -
Cash flows from financing activities                              (9 144)         (21 311)               1 672
- Repayment of other financial liabilities                        (3 747)         (15 928)            (14 003)
- Advance of other financial liabilities                            1 352           11 938              11 144
- Advance/(repayment) of loans by related parties                        -             420               (372)
- Repayment of loans from shareholders                            (6 743)          (6 411)             (4 550)
- Advance of loans and other receivables                                 -         (7 079)                   -
- (Costs incurred)/net proceeds from shares issued                     (6)               -               9 453
- Dividends paid                                                         -         (4 251)                   -


Total cash movement for the period                                  7 482         (11 115)               6 202
Cash at the beginning of the period                              (13 367)          (2 284)             (8 499)
Exchange rate movements on cash and cash equivalents                  (13)              32                  13
Total cash at the end of the period                               (5 898)         (13 367)             (2 284)




ABRIDGED CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
                                       Share
                                     capital                                               Non-
                                  and share  Treasury     Other  Retained            controlling          Total
                                   premium     shares  reserves  earnings               interest         equity
                                       R'000     R'000    R'000     R'000                 R'000           R'000
Balance at 30 September 2009 as
previously reported                   76 298  (45 000)     6 878  10 129                        69       48 374
Restatement adjustment              (35 000)    35 000         -   14 681                         -      14 681
Restated balance at 30 September
2009                                  41 298  (10 000)     6 878   24 810                        69      63 055
Total comprehensive income/(loss)          -         -     (832)    9 732                     (129)       8 771
- Profit for the year                      -         -         -    8 401                     (129)       8 272
- Realised revaluation through
depreciation                               -         -     (499)       499                        -              -
- Deferred tax on revaluation
through depreciation                       -         -       140     (140)                        -              -
- Realised revaluation through
disposal                                   -         -   (1 002)    1 002                         -           -
- Deferred tax on revaluation              -                 281      (30)                        -         251
through disposal                                         -
- Revaluation of property, plant and
equipment                                     -          -      336           -       -       336
- Deferred tax on revaluation of
property, plant and equipment                 -          -      (94)          -       -       (94)
- Foreign currency translation
differences                                   -          -        6           -       -         6
Share capital issued by the
company                                 15 726           -         -          -       -    15 726
Share issue expenses                      (548)          -         -          -       -      (548)
Shares issued to subsidiaries *               -    (5 319)         -          -       -    (5 319)
Share premium reduction                 (4 690)      4 690         -          -       -          -
Non-controlling interest acquired             -          -         -          -    (68)       (68)
Acquisition of remaining equity
interest in subsidiary                        -          -    (431)           -       -     (431)
Non-controlling interest in shares
issued by subsidiary                          -          -         -          -     (1)        (1)
Balance at 30 September 2010 as
previously stated                        70 369   (39 158)    5 615     24 535    (129)    61 232
Restatement adjustment                 (18 583)     28 529        -     10 007        -    19 953
Restated balance at 30 September
2010                                    51 786    (10 629)    5 615      34 542   (129)     81 185
Total comprehensive loss                     -           -    (532)    (56 481)   (807)   (57 820)
- Loss for the year                          -           -        -    (57 062)   (807)   (57 869)
- Realised revaluation through
depreciation                                  -          -    (531)        531        -          -
- Deferred tax on revaluation
through depreciation                          -          -      148      (148)        -          -
- Realised revaluation through
disposal                                      -          -    (275)        275        -          -
- Deferred tax on revaluation
through disposal                              -          -       77        (77)       -          -
- Foreign currency translation
differences                                   -          -       49           -       -        49
Share option expenses                         -          -      150           -       -       150
Disposal of controlling interest in
subsidiaries                                  -          -      889       (889)    936         936
Dividends                                     -          -        -     (4 252)      -     (4 252)
Balance at 30 September 2011 as
previously stated                        70 369   (39 158)    6 122    (38 249)       -     (916)
Restatement adjustment                 (18 583)     28 529        -      11 169       -    21 115
Restated balance at 30 September
2011                                    51 786    (10 629)    6 122    (27 080)       -    20 199
Total comprehensive loss                     -           -    9 593      30 226       -    39 819
- Profit for the period                      -           -        -      29 751       -    29 751
- Realised revaluation through
depreciation                                  -          -    (336)        336        -          -
- Deferred tax on revaluation
through depreciation                          -          -       94        (94)       -          -
- Realised revaluation through
disposal                                      -          -    (324)        324        -          -
- Deferred tax on revaluation
through disposal                              -          -       91        (91)       -          -
- Revaluation of property, plant and
equipment                                     -          -   13 995           -       -    13 995
- Deferred tax on revaluation of              -          -   (3 919)          -       -    (3 919)
property, plant and equipment
- Foreign currency translation
differences                                      -             -             (8)             -                 -       (8)
- Share capital issued                        602              -               -             -                 -      602
- Shares issued on loan account                  -         (602)               -             -                 -    (602)
- Share issue expenses                         (7)             -               -             -                 -       (7)
- Share option expenses                          -             -            171              -                 -      171
Balance at 30 September 2012               52 381       (11 231)         15 886          3 146                 -   60 182

* The shares were issued to the RACEC Employee Share Trust (“the Trust”) and RACEC Employee
Share Purchase Scheme (“the Scheme”), being special purpose entities, which are consolidated as part
of the Group.


NOTES TO THE ABRIDGED CONDENSED CONSOLIDATED FINANCIAL RESULTS

1. Statement of compliance
   The accounting policies applied in the preparation of these abridged condensed consolidated results,
   which are based on reasonable judgments and estimates, are in accordance with International
   Financial Reporting Standards, its interpretations adopted by the International Accounting Standards
   Board, AC500 as issued by the Accounting Practices Board and are consistent with those applied in
   the annual financial statements for the year ended 30 September 2011. These condensed
   consolidated financial statements as set out in this report have been prepared in terms of IAS 34 –
   Interim Financial Reporting, the South African Companies Act (Act 71 of 2008), as amended, and the
   Listings Requirements of JSE Limited (“Listings Requirements”).

   These condensed consolidated financial statements have been prepared under the supervision of Mr
   Sean Wilkins CA(SA), the Chief Financial Officer of the Group.

2. Audit opinion
   The annual financial statements have been audited by Grant Thornton. Both the financial statements
   and the unqualified audit opinion are available for inspection at the registered office of RACEC Group.

   The auditor?s report does not necessarily cover all of the information contained in this abridged report.
   Shareholders are therefore advised that in order to obtain a full understanding of the nature of the
   auditor?s work they should obtain a copy of that report together with the accompanying financial
   information from the registered office of the Company.

3. Basis of measurement
   These unaudited condensed financial statements have been prepared on the historical cost basis,
   modified for certain items measured at fair value.

4. Discontinued operations
   During the 2011 financial year, RACEC disposed of all its Electrical services segment subsidiaries.
   RACEC Electrification Proprietary Limited, RACEC Power Proprietary Limited and Northern Electric
   (Cape) Proprietary Limited were disposed of on 1 August 2011 and Greenbro Proprietary Limited and
   Greenglo Geysers Proprietary Limited on 30 September 2011.

                                                                               Audited
                                                                            year ended
                                                                         30 September
                                                                                  2011
                                                                                 R'000
The results of the discontinued operations for the period were as
follows:
Revenue                                                                        108 504
Cost of sales                                                             (104 974)
Gross profit                                                                  3 530
Other income                                                                    130
Other expenses                                                             (37 232)
Net loss before investment revenue, finance costs and
taxation                                                                   (33 572)
Investment revenue                                                              939
Finance costs                                                                 (919)
Loss before taxation                                                       (33 552)
Taxation                                                                    (1 503)
Trading loss after taxation                                                (35 055)
Loss from disposal of discontinued operations                              (37 936)
 - Gross                                                                   (37 936)
 - Taxation                                                                       -
Net loss for the period                                                    (72 991)
Loss attributable to:
Equity holders of the parent                                               (72 184)
Non-controlling interest                                                      (807)
                                                                           (72 991)




                                                                                            Audited
                                                                                         year ended
                                                                                      30 September
                                                                                               2011
                                                                                              R'000
Assets
Property, plant and equipment                                                                3 453
Assets classified as held for sale                                                           3 453

Liabilities
Instalment sale agreement liabilities                                                        1 045
Liabilities directly associated with assets classified as held for sale                      1 045
4. Proceeds from the disposal of discontinued operations
                                                                                           Audited
                                                                                        year ended
                                                                                                  30
                                                                                        September
                                                                                               2011
                                                                                             R'000
Property, plant and equipment                                                                 7 963
Intangible assets                                                                             3 478
Inventories                                                                                   9 448
Trade and other receivables                                                                 47 272
Tax receivable                                                                                    22
Cash and cash equivalents                                                                       190
Non-controlling interest                                                                        936
Loans from related parties                                                                    (149)
Deferred tax liabilities                                                                        (23)
Other financial liabilities                                                                   (885)
Current tax payable                                                                            (179)
Trade and other payables                                                                    (25 116)
Bank overdraft                                                                                 (158)
                                                                                              42 799
Less: Net bank overdraft disposed of                                                             (32)
Loss on disposal of subsidiaries                                                            (37 936)
Proceeds on disposal                                                                           4 831
- Loan account with RACEC Electrification Proprietary Limited                                  4 371
- Loan account with Greenbro Proprietary Limited /Greenglo Purchases Proprietary
Limited                                                                                            493
- Cash flow                                                                                        (33)



    5. Reconciliation of earnings/(loss) to headline earnings/(loss)

                                                                            Continued operations

                                                                         Audited         Audited                Audited
                                                                      year ended      year ended             year ended
                                                                   3o September    30 September           30 September
                                                                            2012            2011                   2010
                                                                           R’000           R'000                  R'000
Reconciliation between earnings and headline earnings:
- Profit/(Loss) after tax                                                29 751          15 122                 (4 148)

- Impairment losses on property, plant and equipment                         526            289                    694
- Impairment losses on intangible assets                                       -              -                     25
- Impairment loss on related party loans                                   1 423              -                      -

- Loss on disposal of property, plant and equipment                         463             161                    621

- Profit on disposal of property, plant and equipment                          -               -                   (62)

- Tax effect of adjustments                                               (277)           (126)                   (360)
Headline earnings                                                        31 886          15 446                 (3 230)


                                                                           Discontinued operations

- (Loss)/Profit after tax                                                      -         (72 184)               12 549

- Impairment losses on property, plant and equipment                           -              123                   42

- Impairment loss on Intangible assets                                         -            5 557                   32

- Loss on disposal of property, plant and equipment                            -               14                   10

- Profit on disposal of property, plant and equipment                          -             (11)                  (18)

- Loss on disposal of subsidiaries                                             -           37 936                     -

- Tax effect of adjustments                                                    -            (158)                   (9)
Headline loss                                                                  -         (28 723)               12 606
                                                                                       Total
- Profit/(Loss) after tax attributable to equity holders of the
parent                                                                      29 751             (57 062)    8 401
- Impairment losses on property, plant and equipment                           526                  412      736
- Impairment loss on related party loans                                     1 423                     -        -
- Impairment loss on Intangible assets                                           -                5 557        57
- Loss on disposal of property, plant and equipment                            463                  175      631
- Profit on disposal of property, plant and equipment                            -                  (11)     (80)
- Loss on disposal of subsidiaries                                               -               37 936         -
- Tax effect of adjustments                                                  (277)                (284)    (369)
Headline earnings/(loss)                                                    31 886             (13 277)    9 376

    6. Retrospective restatement adjustment

    Solethu Civils Holdings (Pty) Ltd was treated as a special purpose entity in the Group?s financial
    statements for the 6 month period ending 31 March 2012 and years ending 30 September 2011 and
    2010. This treatment was based on SIC 12 - Consolidation - Special purpose entities. It has come to
    light that SIC 12 should only be considered as a guideline where there is control under IFRS 3 -
    Business combinations. It was concluded that there is no control over Solethu Civils Holdings (Pty)
    Ltd and therefore the guidelines per SIC 12 do not need to be considered. The Group has therefore
    retrospectively adjusted the financial statements and has deconsolidated Solethu Civils Holdings
    (Pty) Ltd.

    Below are the impacts of the restatements:


    CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION

                                                                         Adjustment       Adjustment
                                                                         year ended       year ended
                                                                      30 September     30 September
                                                                               2011             2010
                                                                              R'000            R'000
 ASSETS
 Non-current assets
 Increase in Loans to shareholders                                             1 200                  -
 (Decrease) in Loans to related parties                                     (12 520)            (4 694)

                                                                            (11 320)            (4 694)
 Current assets
 (Decrease) in Loans and receivables                                         (1 498)                  -
 (Decrease) in Cash and cash equivalents                                         (1)              (152)

                                                                             (1 499)              (152)

 (Decrease) in Total assets                                                 (12 819)            (4 846)

 EQUITY AND LIABILITIES
 Equity
 (Decrease) in Share premium                                                (18 583)         (18 583)
 Decrease in Treasury shares                                                  28 529           28 529
 Decrease in (Accumulated deficit) / Increase in Retained income        11 169             10 007

 Increase in Total equity                                               21 115             19 953

 Non-current liabilities
 Increase in Loan from shareholders                                          -               4 162
 (Decrease) in Loans from related parties                             (28 744)            (50 161)
 Increase in Other financial liabilities                                14 126              12 850

                                                                      (14 618)            (33 149)
 Current liabilities
 Increase in loans from shareholders                                     6 739              8 350
 Decrease in loans from related parties                               (25 996)                  -
 Decrease in current tax payable                                           (59)                 -

                                                                      (19 316)              8 350

 Total liabilities                                                    (33 934)            (24 799)

 Total equity and liabilities                                         (12 819)             (4 846)


CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

                                                                         Adjustment       Adjustment
                                                                         year ended       year ended
                                                                                 30                30
                                                                         September        September
                                                                               2011             2010
                                                                              R'000            R'000
(Decrease) in Other income                                                        -           (5 983)
Decrease in Other expenses                                                        8                 -

Increase / (decrease) in Net profit before
investment revenue, finance costs and taxation                                        8       (5 983)
Increase in Investment revenue                                                      562         1 271
Decrease in Finance costs                                                         2 017            87

Increase / (decrease) in Profit before taxation                                   2 587       (4 625)
Decrease / (increase) in Taxation                                                    59          (50)

Increase / (decrease) in Profit / (loss) from
continued operations                                                              2 646       (4 675)


CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS


                                                                      Adjustment        Adjustment
                                                                      year ended        year ended
                                                                   30 September      30 September
                                                                               2011             2010
                                                                               R'000           R'000
Cash flows from operating activities
Increase in Cash generated from operations                                      9                  -
(Decrease) in Interest income                                                   -              (296)
(Increase) in Finance costs                                                (1288)                  -

(Decrease) in Net cash utilised by operating activities                   (1 279)              (296)

Cash flows from financing activities
Decrease in Repayments of loans to related parties                          9 324             (5 252)
(Increase) in Repayment of loans from shareholders                        (6 411)             (4 550)
Proceeds on share capital issued                                                -               9 946
Dividends paid                                                            (1 482)                   -

Increase in Net cash from financing activities                                 1 431             144

(Decrease) / Increase / in Total cash movement for the period                   152            (152)

(Decrease) in Cash at the beginning of the period                              (152)                -

(Decrease) in Total cash at end of the period                                      -           (152)

EARNINGS PER SHARE (CENTS)


                                                                                                Previous
                                                                                 Adjustment      audited
                                                          Restated unaudited     year ended   year ended
                                                                  year ended             30           30
                                                               30 September      September    September
Loss per ordinary share (cents)                                         2011           2011         2011

Loss per share (cents)

 - Basic loss per share                                               (43.6)           12.7         (56.3)

 - Headline loss per share                                            (10.1)            4.9         (15.0)

Diluted loss per share (cents)

 - Diluted basic loss per share                                       (31.9)            1.5         (33.4)

 - Diluted headline loss per share                                     (7.4)            1.5             (8.9)




                                                          Restated unaudited                        Previous
Earnings per ordinary share (cents)                              year ended      Adjustment          audited
                                                                      30 September      year ended         year ended
                                                                              2010              30      30 September
                                                                                        September                2010
                                                                                              2010

 Earnings per share (cents)

  - Basic earnings per share                                                      7.6          (4.8)               12.4

  - Headline earnings per share                                                   8.4          (4.9)               13.3

 Diluted Earnings per share (cents)

 - Diluted basic earnings per share                                               5.6          (3.1)                8.7

  - Diluted headline earnings per share                                           6.3          (3.1)                9.4


    7. Events after the reporting period
       There are no events after the reporting period that require disclosure.


DIVIDENDS

It is the policy of the Group to declare dividends up to a maximum of one-third of annual profits after tax,
subject to working capital requirements and acquisition activities.

In addition, it is the intention of the Group to periodically consider this dividend policy, taking into account
the prevailing market conditions, the particular circumstances of the Group and future cash requirements
in determining if it is appropriate to pay dividends.

No dividends have been declared for the period ending 30 September 2012.

DIRECTORATE
During the period under review, as from 28 February 2012, Mr Stephen Smithyman is no longer
representing Mr Q Zulu as an alternative on RACEC?s board of directors.


By order of the Board
M Uys                                                         G Harrod
Non-Executive Chairman                                        Chief Executive Officer
14 December 2012

Directors:
M Uys* (Chairman), G Harrod (Chief Executive                Transfer secretaries:
Officer), C Harrod*, C Gooden*, S Wilkins (Chief            Computershare Investor Services (Proprietary)
Financial Officer), B Petersen*, Q Zulu*,                   Limited (PO Box 61763, Marshalltown, 2107)
* Non-executive
                                                            Designated Adviser:
Company secretary:                                          Merchantec Capital (PO Box 41480, Craighall,
C van Rensburg                                              2024)

Registered office:                                          Auditors:
8 Hawkins Avenue, Epping 1, 7460 (PO Box 61,                Grant Thornton. (Docex 169 Randburg )
Eppindust, 7475)
These results may be viewed on the Internet on http://www.racec.co.za.

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