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SAN - Sanyati Holdings Limited - Condensed consolidated audited results for the

Release Date: 16/05/2011 14:00
Code(s): SAN
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SAN - Sanyati Holdings Limited - Condensed consolidated audited results for the year ended 28 February 2011 SANYATI HOLDINGS LIMITED Incorporated in the Republic of South Africa Registration number: 1988/002538/06 Share code: SAN ISIN code: ZAE000081055 ("Sanyati" or "the Company" or "the Group")) CONDENSED CONSOLIDATED AUDITED RESULTS FOR THE YEAR ENDED 28 FEBRUARY 2011 CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME 2011 2010 Audited Audited
(R`000) (R`000) Continuing operations Revenue 1 533 062 1 997 166 Contracting costs (1 355 497) (1 732 253) Gross profit 177 565 264 913 Other income 4 923 3 459 Administrative and operating (108 492) (95 634) expenses Profit before depreciation, 73 996 172 738 change in estimates and impairment Depreciation (20 241) (20 143) Profit before change in 53 755 152 595 estimates and impairment Changes in accounting estimates - (50 245) Profit before goodwill 53 755 102 350 impairment Goodwill impairment (154 755) - (Loss)/profit before interest (101 000) 102 350 and tax Investment income 16 223 15 575 Interest expense (21 982) (14 792) (Loss)/profit before taxation (106 759) 103 133 Taxation expense (13 659) (34 317) (Loss)/profit from continuing (120 418) 68 816 operations Discontinued operations Loss from discontinued - (15 832) operations (net of income tax) (Loss)/ profit for the year (120 418) 52 984 Other comprehensive income - - Total comprehensive (120 418) 52 984 (loss)/income for the year Earnings per share from continuing operations: Basic (loss)/ earnings per (29.75) 17.44 share (cents) Diluted (loss)/ earnings per (29.75) 16.97 share (cents) Fully diluted (loss)/ earnings (26.71) 15.27 per share (cents) Headline earnings per share 8.46 17.62 (cents) Diluted headline earnings per 8.46 17.15 share (cents) Fully diluted headline earnings 7.60 15.42 per share (cents) Earnings per share from total operations: Basic (loss)/ earnings per (29.75) 13.43 share (cents) Diluted (loss)/ earnings per (29.75) 13.07 share (cents) Fully diluted (loss)/ earnings (26.71) 11.75 per share (cents) Headline earnings per share 8.46 14.53 (cents) Diluted headline earnings per 8.46 14.14 share (cents) Fully diluted headline earnings 7.60 12.72 per share (cents) Reconciliation between earnings and headline earnings from continuing operations: Basic earnings from continuing (120 418) 68 816 operations Impairment of goodwill 154 755 - Fair value adjustment of (269) 1 020 investment property Net loss/(profit) on sale of 190 (318) assets Headline earnings from 34 258 69 518 continuing operations Reconciliation between earnings and headline earnings from total operations: Basic earnings from total (120 418) 52 984 operations Impairment of goodwill 154 755 - Fair value of investment (269) 1 020 property Net loss on sale of assets 190 628 Fair value adjustment of non- - 2 713 current assets held for sale Headline earnings from total 34 258 57 345 operations CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION 2011 2010
Audited Audited (R`000) (R`000) ASSETS NON-CURRENT ASSETS Property, plant and equipment 180 968 179 192 Investment property 2 508 2 135 Goodwill 349 703 504 458 Investment in associate 12 982 - Deferred tax asset 19 787 20 008 Total non-current assets 565 948 705 793 CURRENT ASSETS Inventory 63 959 85 649 Trade and other receivables 318 178 553 807 Gross amount due from customers 129 804 62 278 Tax assets 4 320 3 159 Cash and bank balances 3 510 68 391 Total current assets 519 771 773 284 Non-current assets classified 9 963 21 080 as held-for-sale TOTAL ASSETS 1 095 682 1 500 157 EQUITY AND LIABILITIES Total equity 648 047 766 808 NON-CURRENT LIABILITIES Interest bearing borrowings 49 453 62 261 Deferred tax liabilities 54 584 45 691 Total non-current liabilities 104 037 107 952 CURRENT LIABILITIES Trade and other payables 200 955 401 868 Gross amount due to customers 37 108 112 222 Current portion of interest 29 933 38 843 bearing borrowings Vendor liabilities 16 731 38 318 Taxation 207 18 898 Bank overdrafts 53 852 3 933 Total current liabilities 338 786 614 082 Liabilities directly associated 4 812 11 315 with non-current assets classified as held-for-sale Total liabilities 447 635 733 349 TOTAL EQUITY AND LIABILITIES 1 095 682 1 500 157 SUPPLEMENTARY INFORMATION 2011 2010 Audited Audited Capital expenditure (R`000) (16 705) (45 073) Weighted average number of shares (`000) 404 798 394 645 Number of shares in issue (`000) 450 802 440 037 Diluted weighted average number of (`000) 404 798 405 410 shares in issue Fully diluted number of shares (`000) 450 802 450 802 Net asset value (NAV) per share (cents) 143.8 174.3 Net tangible asset value (NTAV) per (cents) 66.2 59.6 share Operating (EBITDA) margin (%) 4.8 8.6 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW 2011 2010 Audited Audited
(R`000) (R`000) Cash flows from operating activities Cash generated from operations 74 824 109 065 before working capital changes Changes in working capital (86 234) 7 391 Cash (utilised in)/ generated (11 410) 116 456 by operations Net interest (paid)/received (5 759) 783 Taxation paid (24 397) (28 704) Net cash (utilised (41 566) 88 535 in)/generated from operating activities Net cash utilised in investing (23 031) (26 463) activities Net cash utilised in financing (50 203) (32 050) activities Total cash movement for the (114 800) 30 022 year Cash and cash equivalents at 64 458 34 436 the beginning of the year Cash and cash equivalents at (50 342) 64 458 the end of the year CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY Share Share capital Shares Treasury Retained based Total and to be payment premium issued shares earnings reserve equity
(R`000) (R`000) (R`000) (R`000) (R`000) (R`000) Balance at 1 494 978 76 891 (24 000) 154 183 7 478 709 530 March 2009 Total - - - 52 984 - 52 984 comprehensive income for the year Share - (42 027) - - (649) (42 676) adjustments Share issue 46 970 - - - - 46 970 Treasury 12 220 - (12 220) - - - share consolidation Balance at 1 554 168 34 864 (36 220) 207 167 6 829 766 808 March 2010 Total - - - (120 418) - (120 418) comprehensive loss for the year Share option - - - - 1 657 1 657 movement Share issue 34 864 (34 864) - - - - Balance at 28 589 032 - (36 220) 86 749 8 486 648 047 February 2011 SEGMENTAL ANALYSIS Revenue Revenue Profit/ Profit/ (loss) (loss) before before
goodwill goodwill impairment impairment and tax and tax 2011 2010 2011 2010
Audited Audited Audited Audited R`000 R`000 R`000 R`000 Central 801 244 680 448 40 315 66 814 External revenue 742 888 680 448 Intersegment revenue 58 356 - Coastal 477 834 737 678 22 483 7 689 External revenue 450 595 712 186 Intersegment revenue 27 239 25 492 North 272 552 495 203 10 328 48 202 External revenue 268 660 477 241 Intersegment revenue 3 892 17 962 Piling 43 219 85 303 (14 062) (10 187) External revenue 40 879 71 671 Intersegment revenue 2 340 13 632 Conform 21 441 42 784 (6 706) 2 643 External revenue 18 046 22 742 Intersegment revenue 3 395 20 042 Properties 12 287 32 878 (4 362) (12 066) External revenue 11 994 32 878 Intersegment revenue 293 - Shared services - 38 792 - 38 External revenue - - Intersegment revenue - 38 792 Intersegment (95 515) (115 920) - - Goodwill impairment (154 755) Total per statement of 1 533 062 1 997 166 (106 759) 103 133 comprehensive income Overview of the Year The challenging trading conditions already evident in the domestic construction market last year continued to be experienced throughout this financial year. The characteristics of an oversupply of construction capacity and the slow turnaround in the adjudication and award of tenders continue to be dominant factors in our industry. The Group`s disappointing financial results were a direct consequence of this difficult trading environment with headline earnings per share of 8.46 cents a share (a reduction of 52% on the prior year). Turnover of R1.53b was 23% down on the prior year. Our EBITDA margin of 4.8% (8.6% in the prior year) is similarly a reflection of tight trading conditions and reduced volumes of activity. The trading result of our core civil construction business was a reduction in EBITDA of 40% on the prior year. The Sanyati North division was the poorest performer as a result of its inability to secure sufficient contract opportunities following completion of two major projects early in the financial year and mobilization delays on the Medupi contract. The Coastal business was severely impacted by the delay with the award of the Western Aqueduct project by Ethekwini Municipality and the holding costs of key resources associated therewith. Sanyati Central produced a very credible result in difficult trading conditions. The Specialist Contracting businesses were severely impacted by lack of activity in their chosen markets resulting in an aggregate EBITDA loss of R14m for the 12 month period. The reduction in activity levels called for decisive right sizing action and an aggregate reduction of 260 permanent staff during the year. The total cost of these retrenchments was R4.9m. Every effort has nevertheless been made to retain core skills as a platform for future expansion. During the year, the group acquired a 27% shareholding in Africa Pipe Industries (Pty) Ltd a manufacturer of spiral welded steel pipe for R13.0 million. The acquisition is in line with Sanyati`s strategy for expansion into the water sector. The Group`s net cash position deteriorated by the amount of R114.8m during the year. This was primarily due to the investment in working capital of R86.2m and the settlement of R22m of vendor liabilities. The net increase in working capital of R86.2m was mainly due to a change in the type of work undertaken this year as compared to the prior year as well as the delay with payments on our Free State Roads project near Oliviershoek. We are confident that this is a temporary situation brought about by a conscious decision to source new opportunities in a changing environment. A certain number of these new opportunities offer attractive margins but encompass negative cash flow profiles in the initial stages of execution. We are confident that this situation will be reversed in accordance with the underlying contracted payment terms and as the project life cycles mature in the months ahead. The Board`s decision to impair the carrying value of goodwill by the amount of R155 million at 28 February 2011 was arrived at after consideration of both the economic environment and the short, medium and long term prospects for Sanyati. The goodwill impaired relates to the Sanyati Piling division (R30 million) and the Sanyati North division (R125 million). This material impairment has resulted in the Group incurring a fully diluted loss per share of 26.71 cents for the period under review. Looking ahead The Group`s response to these realities has been to continue to drive our efforts to reduce our dependence on traditional markets within South Africa. The objective of identifying attractive opportunities in select countries outside of South Africa is beginning to bear fruit. The other major objective of leveraging our position in niche markets offering strong growth prospects within South Africa has also received much attention during the year. Positive progress in Uganda and Zambia, a growing business in the laying of fiber optic cable in South Africa and beyond our borders, the Group`s recent investment in the spiral welded steel pipe industry for the water distribution market, new mining clients requiring broad infrastructural services and our onsite performance and consequent extension of awards in the rail market all bode well for the future of the Group. The Group`s order book at 28 February was R866 million with imminent awards of R1 114 million and close prospects of a further R1 740 million. The imminent awards and close prospects categories include cross border projects with an aggregate value in excess of R1.6 billion. The value of the specialist contractor businesses order books for the new financial year are already equivalent to the entire turnover realised in the previous 12 months. BBBEE Our focused and continued transformation efforts across the organization were rewarded with our achievement of level 3 contributor status during the year. In a recent independent review of all companies listed on the JSE Limited, Sanyati was rated as the 28th most empowered company on the Exchange. A pleasing statistic was the all important area of employment equity where we were adjudged the position of 8th across all listed entities. Board of Directors Nhanhla Khambule and Hans Michael Dlamini both resigned as non executive directors during the year, on 27 March 2010 and 25 May 2010, respectively. John Deeb, the Group Financial Director, resigned at end of April 2011 to take up a new position outside of South Africa. We thank John for his contribution to the Group and wish him well for the future. We welcome Aleta Jovner to the Board. She will assume her duties as the new Group Financial Director on 1 June 2011. DIVIDENDS TO SHAREHOLDERS The Board has decided that based on current market conditions, no dividend will be declared for this financial year. SUBSEQUENT EVENTS Subsequent to the financial year end there have been no events other than the change to the Board of directors, as disclosed above that may impact on the operations of the Group. BASIS OF PREPARATION The audited results for the year ended 28 February 2011 have been prepared in accordance with the framework concepts and the measurement and recognition requirements of International Financial Reporting Standards ("IFRS")and the AC500 standards as issued by the Accounting Practices Board, the South African Companies Act, as amended and the JSE Listings Requirements and contain the information required by IAS 34: Interim Financial Reporting and incorporates responsible disclosure in line with the accounting philosophy of the Group. The financial information presented above is based on appropriate accounting policies that are in terms of IFRS and are consistent with those applied in the prior period and are supported by responsible and prudent judgments and estimates. AUDIT OPINION The Group`s auditors, PKF (Jhb) Inc., have audited the financial information and their unqualified audit opinion is available for inspection at Sanyati`s offices. On behalf of the Board Zohra Ebrahim Malcolm Lobban Non-Executive Chairperson Chief Executive Officer Bryanston 16 May 2011 CORPORATE INFORMATION Sanyati Holdings Limited ("Sanyati" or "the company" or "the Group") (Registration number 1988/002538/06) Share code: SAN ISIN: ZAE000081055 Directors: ZB Ebrahim (independent non-executive Chairperson), MH Lobban (Chief Executive Officer), RM Crowie (non-executive director), MR Gahagan (independent non-executive director) and LJ Fosu (independent non-executive director) Registered office: 2nd Floor, Pin Oak House, Ballyoaks Office Park, 35 Ballyclare Drive, Bryanston, 2191 Transfer secretaries: Computershare Investor Services (Pty) Limited, PO Box 61051, Marshalltown, 2008 Sponsor: BDO Corporate Finance (Pty) Limited www.sanyati.co.za Date: 16/05/2011 14:00:01 Supplied by www.sharenet.co.za Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited (`JSE`). The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on, information disseminated through SENS.

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