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PKH - Protech Khuthele Holdings Limited - Audited provisional report for the

Release Date: 28/05/2012 08:21
Code(s): PKH
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PKH - Protech Khuthele Holdings Limited - Audited provisional report for the year ended 29 February 2012 and renewal of cautionary announcement Protech Khuthele Holdings Limited Registration number 2000/024352/06 JSE code: PKH ISIN: ZAE000101986 ("Protech" or "the Company" or "the group") Audited provisional report for the year ended 29 February 2012 and renewal of cautionary announcement Condensed consolidated statement of financial position at 29 February 2012 Audited Group 2012 2011
R`000 R`000 ASSETS Non-current assets 460 045 469 998 Property, plant and equipment 411 278 429 430 Goodwill 33 549 33 549 Other intangible assets 4 100 4 648 Deferred taxation 11 118 2 371 Current assets 358 595 383 879 Inventory 11 305 11 434 Amounts due from contract customers 64 614 80 265 Trade and other receivables 192 309 216 067 Other financial assets 3 428 3 501 Current taxation assets 6 967 - Bank balances and cash 79 972 72 612 Total assets 818 640 853 877 EQUITY AND LIABILITIES Total equity 324 589 334 898 Share capital and share premium 228 598 228 598 Reserves (123 273) (124 029) Retained earnings 219 264 230 329 Equity attributable to equity holders of 324 589 334 898 the holding company Non-controlling interests - - Total liabilities 494 051 518 979 Non-current liabilities 226 837 238 280 Borrowings 170 686 171 102 Deferred taxation 56 151 67 178 Current liabilities 267 214 280 699 Borrowings 117 451 122 535 Trade and other payables 109 086 120 778 Subcontractor liabilities 20 212 28 844 Amounts due to contract customers 20 465 - Current taxation liabilities - 8 542 Total equity and liabilities 818 640 853 877 SUPPLEMENTARY STATEMENT OF FINANCIAL POSITION INFORMATION Total number of shares in issue (`000) 362 500 362 500 Net asset value per share (cents) 89,5 92,4 Capital expenditure (R`000) -'Spent 160 721 211 667 -'Commitments - Authorised but unspent 20 000 226 360 Performance guarantees in issue (R`000) 98 687 133 356 Condensed consolidated statement of comprehensive income for the year ended 29 February 2012 2012 2011 R`000 R`000 Revenue 965 794 1 069 665 Earnings before interest, taxation, 63 162 141 596 depreciation and amortisation Depreciation and amortisation (66 985) (64 475) (Loss)/earnings before interest and (3 823) 77 121 taxation Net interest paid (19 442) (23 226) (Loss)/earnings before taxation (23 265) 53 895 Taxation 12 200 (14 666) (Loss)/earnings for the year (11 065) 39 229 Other comprehensive income for the year, 756 (86) net of tax Movement in foreign currency translation 756 (86) reserve Total comprehensive (loss)/income for (10 309) 39 143 the year Attributable to: (11 065) 39 229 -'Equity holders of the holding company (11 065) 39 229 -'Non-controlling interests - - Total comprehensive (loss)/income attributable to: -'Equity shareholders of the company (10 309) 39 143 -'Non-controlling interests - - Total comprehensive (loss)/income for (10 309) 39 143 the year Earnings per share (cents) Basic (loss)/earnings per share (3,1) 10,8 Diluted (loss)/earnings per share (3,1) 10,8 Supplementary Statement of comprehensive income information Reconciliation of weighted average number of shares in issue: -'Weighted average number of shares in 362 500 362 500 issue (thousands) Reconciliation of headline earnings: (Loss)/earnings attributable to (11 065) 39 229 shareholders of the holding company Adjusted for loss on disposal of plant 7 360 3 713 and equipment (net of tax) Headline (loss)/earnings (3 705) 42 942 Headline (loss)/earnings per share (cents) -'Basic (1,0) 11,8 Condensed consolidated statement of cash flows for the year ended 29 February 2012 2012 2011
R`000 R`000 Cash flows from operating 71 294 78 825 activities Cash generated by operations 113 820 121 377 Net interest paid (19 442) (23 226) Dividends paid - (14 500) Income taxes paid (23 084) (4 826) Cash flows from investing (58 434) (122 415) activities Purchase of property, plant and (160 721) (211 667) equipment Purchase of intangible assets - (3 357) Proceeds on disposal of property, 102 214 86 735 plant and equipment Decrease in loans granted 73 5 874 Cash flows from financing (5 500) 29 056 activities Net movement in terms of bank loans 3 732 (7 476) Net movement in terms of instalment (9 232) 36 532 sale agreements Net increase/(decrease) in cash and 7 360 (14 534) cash equivalents Cash and cash equivalents at the 72 612 87 146 beginning of the year Cash and cash equivalents at the 79 972 72 612 end of the year Cash and cash equivalents comprise of: Bank balances and cash 79 972 72 612 Condensed consolidated statement of changes in equity for the year ended 29 February 2012 R`000 Share Share Common Foreign capital control currency premium reserve translation reserve Balance at 1 2 228 (123 998) 55 March 2010 596 Dividends paid - - - - Total - - - (86) comprehensive income for the year Balance at 2 228 (123 998) (31) 28 February 596 2011 Total - - - 756 comprehensive loss for the year Balance at 2 228 (123 998) 725 29 February 596 2012 R`000 Equity Non- Total Retained attributable control- equity earnings to the ling share- interest
holders of the company Balance at 205 600 310 255 - 310 255 1 March 2010 Dividends paid (14 500) (14 500) - (14 500) Total 39 229 39 143 - 39 143 comprehensive income for the year Balance at 230 329 334 898 - 334 898 28 February 2011 Total (11 (10 309) - (10 309) comprehensive 065) loss for the year Balance at 219 264 324 589 - 324 589 29 February 2012 Operational segmental reporting for the year ended 29 February 2012 SERVICES WITHIN EACH BUSINESS SEGMENT For management purposes, the group is organised into three major operating divisions - contracting, geotechnical laboratory and readymix. These three divisions are the basis on which the Group reports its primary segment information. The principal services and products of each of these divisions are as follows: Contracting - bulk earthworks, roads and civil engineering contractors, plant hire, impact compaction and logistical services. Geotechnical laboratory - geotechnical laboratory and surveying services. Readymix - supplier of readymixed concrete and pumping services. Segment revenue and segment result R`000 Segment revenue Segment result 2012 2011 2012 2011 Contracting 865 767 942 890 (17 74 485 902) Geotechnical 23 405 18 827 7 123 3 575 laboratory Readymix 139 386 128 617 5 541 (1 500) 1 028 558 1 090 334 (5 238) 76 560 Corporate 51 823 8 930 3 415 15 298 Intergroup (114 587) (29 599) (2 000) (14 eliminations 737) 965 794 1 069 665 Operating (3 823) 77 121 (loss)/profit Net interest (19 (23 paid 442) 226) (Loss)/profit (23 53 895 before tax 265) Taxation 12 200 (14 666) (Loss)/profit (11 39 229 for the year 065) Segment revenue reported above represents revenue generated from external customers. Intersegment sales amounted to R114,6 million (2011: R29,6 million). Segment result reported above represents operating profit per segment prior to taking interest into account. The accounting policies of the reportable segments are the same as the Group`s accounting policies. Segment assets and liabilities R`000 Segment assets Segment liabilities 2012 2011 2012 2011
Contracting 841 518 815 776 563 527 517 052 Geotechnical 17 476 9 216 5 383 2 188 laboratory Readymix 72 171 72 293 83 204 85 856 931 165 897 285 652 114 605 096 Corporate 422 537 391 872 183 849 157 470 Intergroup (535 062) (435 280) (341 912) (243 eliminations 587) 818 640 853 877 494 051 518 979 Other segment information Depreciation and Additions to non- amortisation current assets
R`000 2012 2011 2012 2011 Contracting 61 486 58 158 209 506 106 103 Geotechnical 1 319 1 196 854 878 laboratory Readymix 3 439 3 933 1 243 494 Corporate 741 1 240 521 789 66 985 64 160 211 667
475 721 1 Corporate includes the transactions of the holding company. Geographical segmental reporting Revenue Non-current assets R`000 2012 2011 2012 2011 South Africa 751 017 1 029 448 410 154 429 191 Rest of Africa2 214 777 40 217 1 124 239 965 794 1 069 665 411 278 429 430 2 Non-current assets in the rest of Africa comprise assets acquired through subsidiaries or joint venture operations. The operations in the rest of Africa hire plant and machinery locally as well as from South Africa. Information about major customers Included in revenues arising from contracting income of R865,8 million (2011: R942,9 million) are revenues of approximately R279,7 million (2011: R511,2 million) which arose from contracting income from two of the Group`s largest customers. Operating segments The operating segments reported above form the basis on which internal reporting is structured for the chief decision makers. Therefore there are no differences in terms of the information reported to shareholders and management. Notes to the condensed consolidated annual financial statements for the year ended 29 February 2012 Basis of preparation and accounting policies 1. The condensed financial information has been prepared in accordance with the framework concepts and the measurement and recognition requirements of International Financial Reporting Standards (IFRS) of the International Accounting Standards Board, the AC 500 standards as issued by the Accounting Practices Board, the information as required by IAS 34: Interim Financial Reporting, the JSE Limited`s Listings Requirements and the requirements of the Companies Act of South Africa. The report has been prepared using accounting policies that comply with IFRS, which are consistent with those applied in the financial statements for the year ended 28 February 2011. The preparation of the Group`s consolidated year-end results for the year ended 29 February 2012 was supervised by the Group Financial Director, CJA Wolmarans CA(SA). Subsequent events 2. No material events have occurred subsequent to 29 February 2012 which may have an impact on the group`s reported financial position at this date. Audit opinion 3. The auditors, Deloitte & Touche, have issued their unmodified audit opinion on the group`s financial statements for the year ended 29 February 2012. The audit was conducted in accordance with International Standards on Auditing. A copy of their audit report is available for inspection at the company`s registered office. These provisional financial statements have been derived from the group financial statements and are consistent, in all material respects, with the group financial statements. Any reference to future financial performance included in this announcement has not been reviewed or reported on by the Company`s auditors. Commentary Introduction Protech Khuthele Holdings Limited ("Protech" or "the group") is a bulk earthworks and civil engineering group that offers fast track contracting to the mining, public and private sectors, mainly in southern Africa. The group is extending its reach in the infrastructure value chain and selectively pursuing projects in the rest of Africa. Activity levels in the broader construction industry in South Africa remained muted during the year under review. Despite large infrastructure investment budgets, public sector spending continued to be slow. The economic uncertainty led to drawn out decision-making and erratic spending patterns among top mining companies. Accordingly, tenders and new project opportunities are highly contested, with lower margins on new contracts. Expansion in South Africa and the rest of Africa by junior miners is opening up opportunities for second tier contractors such as Protech who can provide a wide range of value added services. However, the challenges of operating in Africa lead to longer establishment cycles and contractors need to be compensated for the additional risks. The group`s performance in 2012 reflected the tight operating environment which is impacting the whole construction industry. The Contracting business unit incurred a loss, largely due to impairments recognised on three projects in Africa that the group has fully exited and accounted for in 2012. The Readymix business unit sustained the momentum of its turnaround while the Geotechnical business unit continued to achieve solid margins. Strategy Review The focus of new management, which took over from 1 September 2011, was on repositioning the group to weather the current market environment while gearing up for growth for an anticipated market recovery in 2013. Three core areas of the business have been prioritised: - A review of market opportunities led Protech`s initiatives to extend its reach in the infrastructure value chain. A seasoned executive has been appointed to drive growth in the civils segment while public sector transport and energy infrastructure projects will also be targeted. - A renewed focus on nurturing entrepreneurship and delivering innovative solutions is underpinned by the alignment of the human resources strategy to the business strategy, to be driven by the Organisational Performance Executive who recently joined the group. - The plant policy has been modified without compromising the service quality for which Protech is known. Replacement cycles for plant and equipment have been extended within their warranty periods to optimise asset utilization and reduce the capital requirements with the overall effect of reducing the inherent financial risks of the business. Financial Review Statement of comprehensive income Group revenue decreased by 10% to R965,8 million (2011: R1 069,7 million), in line with the tough prevailing market as well as the challenges of starting up projects in Africa. Judicious management of input costs enabled the group to contain growth in expenses and it maintained its gross margin at 35%. Operational expenditure increased 18% to R286,3 million (2011: R242,0 million). The major impact was the impairments recognised on three projects in Africa which had not progressed beyond the first phase. The full effect has been accounted for in the 2012 financial year. The group reported an operating loss before interest and taxation of R3,8 million (2011: operating profit of R77,1 million). A loss per share of 3,1 cents per share (2011: 10,8 cents earnings per share) and a headline loss per share of 1,0 cents per share (2011: 11,8 cents earnings per share) were recorded for the year ended 29 February 2012. Statement of financial position Total property, plant and equipment decreased to R411,3 million (2011: R429,4 million) at the financial year end, in line with the lower net capital expenditure of R58,5 million (2011: R124,9 million) that reflects the group`s modified plant policy. As a result of net debt repayments of R5,5 million on it`s interest bearing liabilities, Protech`s net debt:equity ratio improved from 66% in 2011 to 64% in 2012. The outstanding interest bearing liabilities decreased to R288,1 million (2011: R293,6 million). The financial position remains strong with a cash balance at 29 February 2012 of R80,0 million compared to R72,6 million at 28 February 2011. Net working capital amounted to R91,4 million (2011: R103,2 million). The net asset value per share at 29 February 2012 was reported at 89,5 cents compared to 92,4 cents at 28 February 2011. Statement of cash flows Protech remains strongly cash generative despite the more challenging operating environment with total cash generated by operations of R113,8 million (2011: R121,4 million). When comparing cash generated by operations before working capital changes to EBITDA, the ratio of cash generated to EBITDA improved to 1,16 times (2011: 1,04). Operational Review Contracting - 84% of group revenue The Contracting business unit showed an 8% decline in revenue to R865,8 million (2011: R942,9 million) as a result of fewer project opportunities in South Africa and the long project establishment cycles in the rest of Africa. An operating loss of R17,9 million (2011: operating profit of R74,5 million) was reported. Increased competition and lower project margins had an impact, but the loss was predominantly due to impairments recognised on three contracts in Africa which did not progress beyond the first phase. No further losses will be incurred in relation to these projects that the group has now fully exited. During the second half of the financial year, the new management team initiated a full review of the Contracting project portfolio. Notwithstanding the loss making east African projects, management has a solid understanding of the inherent risks in the remaining projects. Protech has fully adapted its operating practices to the challenges of working in Africa. In addition, the creation of a dedicated risk management function will ensure that the increased risks of working outside of South Africa are addressed. Geotechnical - 2% of group revenue The Geotechnical business unit which primarily services Protech`s Contracting business unit achieved a 24% increase in revenue to R23,4 million (2011: R18,8 million) with 97% growth in operating profit to R7,1 million (2011: R3,6 million). Readymix - 14% of group revenue The Readymix business unit achieved a strong financial turnaround in 2012. Its revenue growth of 8% to R139,4 million (2011: R128,6 million) outpaced the current industry growth rate by a factor of two. This was due to the successful development and launch of new products as well as its flexibility and rapid lead times, which enabled the business unit to supply customers` requirements on short notice. Readymix did not pursue volume growth at lower margins. This together with a continued focus on driving down production costs led to improved gross margins and a reported operating profit of R5,5 million (2011: operating loss of R1,5 million). Board of Directors The Board of Protech has been strengthened with several new appointments since 1 March 2011: - Mr ASW Page was appointed to the board on 1 September 2011 as an executive director and to the position of chief executive officer. - Mr MSG Mareletse was appointed as the independent chairman on 25 October 2011. - Mr TW Rensen was appointed as an independent non-executive director with effect from 19 April 2012. Dividend The prevailing economic environment is prompting the group to take a very conservative view as far as the preservation of cash resources is concerned. Consequently no dividend was declared in respect of the 2012 financial year. Outlook The Group has seen evidence of improved tender activity since the beginning of the new financial year, both in the mining sector and commercial infrastructure. Renewed commitments from the South African government to accelerate infrastructure investments are encouraging, particularly in the transport and energy sectors which are strategic focus areas for Protech. There are numerous opportunities to work in Africa, in mining and related infrastructure, but a conservative and highly selective approach has been adopted, in relation to clients and partners. The total order book, which consists of awarded projects currently in progress in the Contracting business unit amounted to R1,1 billion at 29 February 2012. In addition, the total value of work tendered, submitted and awaiting adjudication and award to the successful contractor is currently valued at some R2,4 billion on a probability weighted basis. With its internal repositioning and capacity building, Protech is on a sound footing to benefit from these opportunities, leveraging its unique sales model to drive new business development. Best in class practices which are being implemented throughout the business should ensure Protech`s capacity to deliver profitable growth. Initiatives to extend its capability in specific areas of the construction value chain are on track, including the recent announcement to establish a civils division. These should provide further growth as the group delivers more diversified solutions to its customers. The figures as stated in the outlook section of the commentary have not been reviewed nor audited by the Company`s auditors. Renewal of cautionary announcement Shareholders are referred to the cautionary announcement published on the Securities Exchange News Service ("SENS") on 2 May 2012 wherein they were advised that the Company had entered into discussions which, if successfully concluded may have a material effect on the price of the Company`s securities. Accordingly, Shareholders are advised to continue to exercise caution when dealing in the Company`s securities until a further announcement is made. On behalf of the directors MSG Mareletse Chairman ASW Page Chief Executive Officer CJA Wolmarans Group Financial Director Lanseria 25 May 2012 Directors: MSG Mareletse*+ (Chairman), ASW Page (Chief Executive Officer), CJA Wolmarans (Group Financial Director), V Raseroka*, MJ Vuso*+, TW Rensen*+ * non-executive''+ independent Secretary: iThemba Governance, Statutory Solutions (Pty) Ltd. Registered office: Corner R512 and Elandsdrift Road, Bultfontein, Lanseria (Private Bag X6, Lanseria, 1748) (Website: www.pkh.co.za) Transfer secretary: Link Market Services South Africa (Proprietary) Limited, 13th Floor, Rennie House, 19 Ameshoff Street, Braamfontein. (PO Box 4844, Johannesburg, 2000) Sponsor: Deloitte & Touche Sponsor Services (Proprietary) Limited www.pkh.co.za Date: 28/05/2012 08:21:27 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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