To view the PDF file, sign up for a MySharenet subscription.

MVELASERVE LIMITED - Reviewed Condensed Consolidated Preliminary Financial Results

Release Date: 06/09/2012 07:30
Code(s): MVS     PDF:  
Wrap Text
Reviewed Condensed Consolidated Preliminary Financial Results

Mvelaserve Limited
(Incorporated in the Republic of South Africa)
(Registration number 1999/003610/06)
JSE share code: MVS ISIN: ZAE000151353
("Mvelaserve" or "the group")

REVIEWED CONDENSED CONSOLIDATED
PRELIMINARY FINANCIAL RESULTS
for the year ended 30 June 2012

HIGHLIGHTS

- Revenue up 12% to R5 117 million
- Cash flow from operations up 26% to R369 million
- Operating profit for H2 2012 up 17% on H1 2012
- HEPS for H2 2012 of 47,3 cents up from 19,5 cents in H1 2012 and
  up from 10,3 cents in H2 2011
- Successful turnaround of RoyalMnandi and RoyalServe Cleaning
- Operating profit down 41%
  but, on a comparable basis,
  up 26% from 2011

Condensed consolidated preliminary statement of financial position
                                                                         Restated       Restated   
                                                          Reviewed        Audited        Audited   
                                                      30 June 2012   30 June 2011   30 June 2010   
                                              Note*          R'000          R'000          R'000   
ASSETS                                                                                             
Non-current assets                                       1 148 402      1 109 260        975 105   
Property, plant and equipment                     3        440 185        431 915        387 619   
Intangible assets                                 4        628 485        622 547        545 335   
Investments in associates                                    8 779          9 095          8 269   
Other investments                                           17 149         11 518         16 362   
Deferred income tax assets                                  53 804         34 185         17 520   
Current assets                                           1 211 334      1 071 425      1 753 501   
Other investments                                            8 373         11 921         15 553   
Other current assets                                       908 438        816 259      1 363 139   
Restricted cash                                 5.1        151 495        116 458        115 029   
Cash and cash equivalents                       5.1        143 028        126 787        259 780   
Assets in disposal group held-for-sale                                    79 800          5 045   
TOTAL ASSETS                                             2 359 736      2 260 485      2 733 651   
EQUITY AND LIABILITIES                                                                             
Capital and reserves                                       918 935        902 337        233 300   
Owners of the parent                                       909 017        887 049        227 817   
Non-controlling interest                                     9 918         15 288          5 483   
Non-current liabilities                                    295 403        323 036      1 367 158   
Interest-bearing liabilities                      6        253 303        288 845        605 470   
Non-interest-bearing liabilities                                                       722 117   
Derivative financial instrument                             19 633         25 523         36 900   
Deferred income tax liabilities                             22 467          8 668          2 671   
Current liabilities                                      1 145 398        980 312      1 133 193   
Interest-bearing liabilities                      6        159 735        137 809        178 500   
Non-interest-bearing liabilities                             5 414          3 467         18 136   
Other current liabilities                                  980 249        839 036        936 557   
Liabilities in disposal group held-for-sale                               54 800                 
TOTAL EQUITY AND LIABILITIES                             2 359 736      2 260 485      2 733 651   

* The notes form an integral part of the condensed consolidated financial statements and should be read in conjunction
  with the financial information.

Condensed consolidated preliminary statement of profit or loss and other comprehensive income

                                                                                Reviewed        Audited   
                                                                            30 June 2012   30 June 2011   
                                                                                   R'000          R'000   
Continued operations                                                                                        
Revenue                                                                        4 943 383      4 400 888   
Profit from operations                                                           195 361        296 358   
Goodwill impaired                                                               (18 554)      (121 550)   
Net finance costs                                                               (45 854)       (57 098)   
Finance income                                                                     7 163         14 640   
Finance costs                                                                   (53 017)       (71 738)   
Investment income                                                                 10 577         71 422   
Share of profit from associates                                                    3 981            826   
Dividend income                                                                      700          3 800   
Fair value adjustments and net profit from investments                             5 896         66 796   
Profit before taxation                                                           141 530        189 132   
Taxation expense                                                                (71 605)       (77 227)   
South African (current, deferred, capital gain) and foreign taxation            (64 821)       (73 069)   
Secondary Tax on Companies                                                       (6 784)        (4 158)   
Profit for the year from continued operations                                     69 925        111 905   
Profit from discontinued operations                                                4 662         16 038   
Total profit for the year                                                         74 587        127 943   
Other comprehensive income                                                                                  
Item that will be reclassified subsequently to profit or loss when specific                                 
conditions are met:                                                                2 538       (10 206)   
Currency translation differences                                                   2 538       (10 206)   
Total comprehensive income for the year                                           77 125        117 737   
Profit for the year attributable to:                                                                        
Owners of the parent  continued operations                                       65 730        106 600   
Owners of the parent  discontinued operations                                     4 662         16 038   
Non-controlling interest                                                           4 195          5 305   
                                                                                  74 587        127 943   
Total comprehensive income attributable to:                                                                 
Owners of the parent  continued operations                                       68 268         96 394   
Owners of the parent  discontinued operations                                     4 662         16 038   
Non-controlling interest                                                           4 195          5 305   
                                                                                  77 125        117 737   
Ordinary share performance                                                                                
                                                                                Reviewed        Audited   
                                                                            30 June 2012   30 June 2011   
Weighted average number of ordinary shares in issue ('000)                       141 562        139 703   
Earnings per ordinary share (cents)                                                 49,7           87,8   
Headline earnings per ordinary share (cents)                                        66,8          159,8   
Earnings per ordinary share from continued operations (cents)                       46,4           76,3   
Headline earnings per ordinary share from continued operations (cents)              60,1          155,1   
Earnings per ordinary share from discontinued operations (cents)                     3,3           11,5   
Headline earnings per ordinary share from discontinued operations (cents)            6,7            4,7   
Number of ordinary shares in issue ('000)                                        141 562        141 562   
Net asset value per ordinary share (cents)                                         642,1          626,6   
Net tangible asset value per ordinary share (cents)                                160,2          162,7   
Reconciliation between profit attributable to owners of the parent and                                    
headline profit attributable to owners of the parent:                                                     
                                                                                Reviewed        Audited   
                                                                            30 June 2012   30 June 2011   
                                                                                   R'000          R'000   
Profit attributable to owners of the parent                                       70 392        122 638   
IAS 27  loss/(profit) on disposal of subsidiaries and investments                 4 806       (44 288)   
IAS 36  net impairment of long lived assets                                       5 200                 
IAS 16  profit on sale of property, plant and equipment                         (6 685)        (3 156)   
IFRS 3  profit on deemed disposal of associate                                               (10 667)   
IAS 36  goodwill impairment                                                      18 554        121 550   
IFRS 5  impairment of disposal group held-for-sale                                             28 631   
Tax effect of the above transactions                                               2 254          8 577   
Headline profit attributable to owners of the parent                              94 521        223 285   

Condensed consolidated preliminary statement of cash flows

                                                                               Restated       Restated   
                                                                Reviewed        Audited        Audited   
                                                            30 June 2012   30 June 2011   30 June 2010   
                                                    Note*          R'000          R'000          R'000   
Profit from operations^                                          200 470        340 322        292 442   
Payments under finance leases                                    (4 853)                               
Non-cash items                                                   158 971       (29 944)        108 572   
Working capital                                                   14 395       (16 418)       (37 008)   
Cash generated from operations                                   368 983        293 960        364 006   
Net interest paid                                               (48 507)       (47 392)       (60 494)   
Dividend income from investments
 and associates                                                    5 149          3 820          4 108   
Taxation paid                                                   (78 936)      (102 487)       (58 659)   
Cash flows from operating activities                             246 689        147 901        248 961   
Cash flows from investing activities                  5.3      (130 991)      (133 706)      (175 879)   
Cash flows from financing activities                  5.3       (46 088)         42 585         75 866   
Dividends paid  owners of the parent                           (50 962)      (187 488)                 
Dividends paid  non-controlling interest                       (12 738)        (2 401)          (613)   
Net movement in cash and cash equivalents                                                                
and bank overdrafts                                                5 910      (133 109)        148 335   
Cash and cash equivalents                                                                                
at the beginning of the year                                     126 787        259 780        111 445   
Cash held in disposal group held-for-sale                         8 679#        (8 679)                 
Effect of exchange rate fluctuations on cash held                  1 652          8 795                 
Cash and cash equivalents                                                                                
at the end of the year                                           143 028        126 787        259 780   

* The notes form an integral part of the condensed consolidated financial statements and should be read in conjunction with the
  financial information.
^ Includes discontinued operations.
# Cash held in disposal group held-for-sale as at 30 June 2011.

Condensed consolidated preliminary segmental information
The presentation of the segment information has been amended since the prior year to disclose catering and cleaning
as separate segments and, as such, the prior year information has been restated to be in line with the current year's
presentation.
                                                                                      Restated
                                                                      Reviewed         Audited
                                                                  30 June 2012    30 June 2011
                                                          Note*          R'000           R'000
NET ASSETS
Facilities management services                                         379 929         359 256
Security services                                                      384 966         356 862
Catering services                                                       74 286          90 104
Cleaning services                                                      136 726         125 764
Diversified services#                                                 (56 972)        (54 649)
Net assets from discontinued operations                                                25 000
                                                                       918 935         902 337
REVENUE INCLUDING INTER-SEGMENT TRADING
Facilities management services                                       1 281 260       1 149 200
Security services                                                    2 267 658       1 977 502
Catering services                                                      572 432         711 991
Cleaning services                                                      484 080         450 209
Diversified services#                                                  723 100         273 957
Revenue from discontinued operations                                   180 390         180 448
                                                                     5 508 920       4 743 307
REVENUE FROM EXTERNAL CLIENTS
Facilities management services                                       1 278 726       1 145 634
Security services                                                    2 238 467       1 966 538
Catering services                                                      456 169         656 372
Cleaning services                                                      349 318         380 897
Diversified services#                                                  620 703         251 447
Revenue from discontinued operations                                   173 569         164 133
                                                                     5 116 952       4 565 021
PROFIT/(LOSS) FROM OPERATIONS                              5.2
Facilities management services                                         121 930         111 905
Security services                                                      143 943         142 966
Catering services                                                     (10 755)        (39 352)
Cleaning services                                                        3 142          12 702
Diversified services#                                                 (62 899)          68 137
Profit from discontinued operations                                      5 109          43 964
                                                                       200 470         340 322
NET FINANCE INCOME/(COSTS)
Facilities management services                                           5 075         (4 184)
Security services                                                      (9 793)         (9 781)
Catering services                                                      (1 591)         (1 032)
Cleaning services                                                       ( 464)         (1 886)
Diversified services#                                                 (39 081)        (40 215)
Net finance income from discontinued operations                          1 140             684
                                                                      (44 714)        (56 414)
INVESTMENT INCOME
Facilities management services                                           3 981           4 311
Security services                                                                      49 367
Catering services                                                                           
Cleaning services                                                                           
Diversified services#                                                    6 596          17 744
Investment income from discontinued operations                             153              20
                                                                        10 730          71 442
TAXATION
Facilities management services                                        (34 170)        (36 885)
Security services                                                     (30 989)        (24 416)
Catering services                                                        6 650           3 733
Cleaning services                                                        4 583         (2 462)
Diversified services#                                                 (17 679)        (17 197)
Taxation from discontinued operations                                    3 065               
                                                                      (68 540)        (77 227)
TOTAL PROFIT/(LOSS) FOR THE YEAR                           5.2
Facilities management services                                          96 743          75 147
Security services                                                      103 161         155 736
Catering services                                                      (5 696)        (36 651)
Cleaning services                                                        7 261           8 354
Diversified services#                                                (131 544)        (90 681)
Total profit from discontinued operations                                4 662          16 038
                                                                        74 587         127 943
TOTAL COMPREHENSIVE INCOME/(LOSS) FOR THE YEAR             5.2
Facilities management services                                          96 743          75 147
Security services                                                      106 962         154 179
Catering services                                                      (6 759)        (45 300)
Cleaning services                                                        7 261           8 354
Diversified services#                                                (131 744)        (90 681)
Total comprehensive income from discontinued operations                  4 662          16 038
                                                                        77 125         117 737

* The notes form an integral part of the condensed consolidated financial statements and should be read in conjunction with the
  financial information.
# Includes head office.

Condensed consolidated preliminary statement of changes in equity                                                                                                 
                                                                              Foreign currency                   Total attributable          Non-                 
                                                                      Share        translation   Distributable            to owners   controlling   Capital and   
                                                                    capital            reserve         reserve        of the parent      interest      reserves   
                                                                      R'000              R'000           R'000                R'000         R'000         R'000   
Audited  balance at 30 June 2010                                                                    227 817              227 817         5 483       233 300   
Transactions with non-controlling interests:                                                                                                                       
Acquistion of subsidiaries                                                                                                              6 901         6 901   
Dividends paid                                                                                                                        (2 401)       (2 401)   
Total comprehensive income for the year                                              (10 206)         122 638              112 432         5 305       117 737   
Profit for the year                                                                                  122 638              122 638         5 305       127 943   
Other comprehensive income for the year                                              (10 206)                            (10 206)                   (10 206)   
Transactions with owners:                                                                                                                                         
Shares issued                                                       734 288                                               734 288                    734 288   
Dividends paid                                                                                     (187 488)            (187 488)                  (187 488)   
Audited  balance at 30 June 2011                                   734 288           (10 206)         162 967              887 049        15 288       902 337   
Transactions with non-controlling interests:                                                                                                                    
Acquistion of subsidiaries                                                                                                              3 173         3 173   
Dividends paid                                                                                                                       (12 738)      (12 738)   
Total comprehensive income for the year                                                 2 538          70 392               72 930         4 195        77 125   
Profit for the year                                                                                   70 392               70 392         4 195        74 587   
Other comprehensive income for the year                                                 2 538                               2 538                      2 538   
Transactions with owners:                                                                                                                                         
Dividends paid                                                                                      (50 962)             (50 962)                   (50 962)   
Reviewed  balance at 30 June 2012                                  734 288            (7 668)         182 397              909 017         9 918       918 935   


Notes to the condensed consolidated preliminary financial statements

1. Accounting policies
The reviewed condensed consolidated preliminary financial statements for the year ended 30 June 2012 have been
prepared using the measurement and recognition requirements of International Financial Reporting Standards (IFRS)
and AC 500 standards as issued by the Accounting Practices Board or its successor, and contains information as required
by IAS 34  Interim Financial Reporting. This is in accordance with the JSE Limited Listings Requirements and the
Companies Act, 71 of 2008, as amended.

The accounting policies adopted in these reviewed condensed consolidated preliminary financial statements are
consistent with the accounting policies applied in the audited annual financial statements for the year ended 30 June 2011.
The amendments to IAS 1  Presentation of Financial Statements issued in June 2011, effective for periods beginning on
or after 1 July 2012, has been early adopted.

The reviewed condensed consolidated preliminary financial statements for the year ended 30 June 2012 were compiled
under the supervision of Mr GE Röth, Chief Financial Officer.

2. Business combinations
With effect from 1 August 2011, Mvelaserve obtained 51,6% of the issued share capital of Velocity Road Rehabilitation
(Pty) Limited ("Velocity"), a new start-up company for a consideration of R10 million.

With effect from 1 September 2011, the group obtained the assets and liabilities of a mast and infrastructure business,
for a consideration of R17,5 million. 20% of the share of a subsidiary, LTP, was issued as part settlement of the purchase
consideration, which resulted in an increase of the non-controlling interest.

                                Velocity       LTP   Other     Total   
                                   R'000     R'000   R'000     R'000   
Property, plant and equipment               1 688   1 455     3 143   
Intangible assets                             120              120   
Deferred taxation                              66               66   
Inventory                                            184       184   
Trade and other receivables                 4 429      26     4 455   
Net cash and cash equivalents                  86               86   
Total assets                                6 389   1 665     8 054   
Asset-based finance                         (855)            (855)   
Trade and other payables                  (2 034)   (324)   (2 358)   
Total liabilities                         (2 889)   (324)   (3 213)   
Net assets acquired                         3 500   1 341     4 841   
Non-controlling interest                             327       327   
Goodwill                          10 000    14 000   2 412    26 412   
Total purchase price             10 000#   17 500#   4 080    31 580   
Satisfied by:                                                          
Equity of subsidiary  LTP                  3 500            3 500   
Cash                              10 000    11 000   4 080    25 080   
Loans                                       3 000            3 000   
                                  10 000    17 500   4 080    31 580   

# The purchase price allocation of the acquisitions during the year has not been finalised at the date of these financial
  statements. The excess of the consideration over the net asset value of the businesses acquired has been disclosed as goodwill.
  The group is in the process of separately identifying assets and liabilities acquired as part of the business combinations.

'Other' relates to franchises bought back by the Khuseti and Protea Coin business units.

The following revenue and profit/(loss) after taxation numbers have been consolidated into the group results relating to
business combinations effected during the year:

                                             Results that would
                                           have been consolidated
              Actual results            had the business combination
           consolidated for the               been effective on
               current year                      1 July 2011

                       Profit/(loss)                   Profit/(loss)
                              after                            after
           Revenue         taxation         Revenue         taxation
             R'000            R'000           R'000            R'000
LTP         34 249              394          39 023              451
Velocity     3 554          (9 810)           3 554          (9 810)

Disposal of subsidiary
The group disposed of its 100% interest in Contract Forwarding (Pty) Limited ("Contract Forwarding") with effect from
31 May 2012 for a consideration of R2,00. Contract Forwarding repaid R25 million of its shareholders' loan, with an
additional R10 million being payable in three years' time. Cash advances from the group, to the value of R8,3 million,
between the effective date and the implementation date, were repaid.

                                  Contract   
                                Forwarding   
                                     R'000   
Property, plant and equipment        (609)   
Deferred tax asset                 (3 065)   
Trade and other receivables       (78 118)   
Net cash and cash equivalents       10 805   
Total assets                      (70 987)   
Interest-bearing liabilities         6 813   
Trade and other payables            59 368   
Total liabilities                   66 181   
Net assets disposed                (4 806)   
Loss on disposal                     4 806   
Total purchase price                        
                                                                            Reviewed        Audited   
                                                                        30 June 2012   30 June 2011   
                                                                               R'000          R'000   
3.  Property, plant and equipment                                                                     
Balance at the beginning of the year                                         431 915        387 619   
Additions                                                                    169 685        168 703   
Acquired through business combinations                                         3 143         15 298   
Disposals                                                                   (10 486)       (11 634)   
Depreciation for the year                                                  (146 798)      (125 964)   
Reversal of impairment                                                         1 364                 
Impairment of assets                                                         (6 564)        (1 364)   
Reclassification to intangible assets                                        (2 199)                 
Reclassified to disposal group held-for-sale                                                 (743)   
Foreign currency translation reserve                                             125                 
Balance at the end of the year                                               440 185        431 915   
4.  Intangible assets                                                                                 
Balance at the beginning of the year                                         622 547        545 335   
Acquired through business combinations                                        26 532        201 295   
Goodwill reclassified to disposal group in prior year                                        1 460   
Reclassified from property, plant and equipment                                2 199                 
Additions                                                                      2 281          1 858   
Amortisation                                                                 (6 520)        (5 851)   
Impairment                                                                  (18 554)      (121 550)   
Balance at the end of the year                                               628 485        622 547 
  
                                                                            Restated       Restated   
                                                                             Audited        Audited   
                                                                        30 June 2011   30 June 2010   
                                                                               R'000          R'000   
5.  Restatements                                                                                    
5.1 Cash and cash equivalents                                                                         
A classification change on cash and cash equivalents was corrected in                                 
the current period. As a result, restricted cash has been separately                                  
disclosed. This change had the following effect on the statement                                      
of financial position:                                                                                
Previously stated                                                                                     
Cash and cash equivalents                                                    243 245        374 809   
Restated                                                                     243 245        374 809   
Restricted cash                                                              116 458        115 029   
Cash and cash equivalents                                                    126 787        259 780   

5.2 Segmental information
The segmental information for 30 June 2011 was adjusted to exclude head office management fees in accordance with
the manner reviewed by the chief operating decision-maker in the current period. This correction had the following effect
on the presented segmental information:
                                                                                        Previously   
                                                                           Restated         stated   
                                                                            Audited        Audited   
                                                                       30 June 2011   30 June 2011   
                                                                              R'000          R'000   
Profit/(loss) from operations                                       
Facilities management services                                              111 905        105 428   
Security services                                                           142 966        136 487   
Cleaning and catering services                                            (26 650)       (31 871)   
Diversified services#                                                        68 137         86 314   
Profit from discontinued operations                                          43 964         43 964   
                                                                            340 322        340 322   

                                                                                        Previously   
                                                                           Restated         stated   
                                                                            Audited        Audited   
                                                                       30 June 2011   30 June 2011   
                                                                              R'000          R'000   
TOTAL PROFIT/(LOSS) FOR THE YEAR                                                                     
Facilities management services                                               75 147         68 670   
Security services                                                           155 736        149 257   
Cleaning and catering services                                            (28 297)       (33 518)   
Diversified services#                                                      (90 681)       (72 504)   
Total profit for the year from discontinued operations                       16 038         16 038   
                                                                            127 943        127 943   
TOTAL COMPREHENSIVE INCOME/(LOSS) FOR THE YEAR                                                       
Facilities management services                                               75 147         68 670   
Security services                                                           154 179        147 700   
Cleaning and catering services                                            (36 946)       (42 167)   
Diversified services#                                                      (90 681)       (72 504)   
Total comprehensive income for the year from discontinued operations         16 038         16 038   
                                                                            117 737        117 737   
# Includes head office.
 Due to growth in the businesses the cleaning and catering divisions were reported in separate segments in the current year.
No other periods were affected by this correction.

5.3 Statement of cash flows
Certain reclassifications will be made to the statement of cash flows that are not evident from the condensed consolidated
statement of cash flows due to the aggregation of numbers.

6.  Interest-bearing liabilities                                                                        
                                                Reviewed       Reviewed                                 
                                            30 June 2012   30 June 2012       Reviewed        Audited   
                                             Asset-based           Bank   30 June 2012   30 June 2011   
                                                 finance          loans          Total          Total   
                                                   R'000          R'000          R'000          R'000   
Balance at the beginning of the year             198 434        228 220        426 654        783 970   
New loans                                        130 009          5 500        135 509        400 505   
Acquired through business combinations               855                          855        127 543   
Amounts repaid                                  (99 755)       (50 000)      (149 755)      (723 619)   
Loans forgiven                                                                           (164 971)   
Accrued interest effect                               13          (238)          (225)          3 226   
Balance at the end of the year                   229 556        183 482        413 038        426 654   
Disclosed as:                                                                                           
Non-current interest-bearing liabilities                                       253 303        288 845   
Current interest-bearing liabilities                                           159 735        137 809   
                                                                               413 038        426 654
   
                                                                              Reviewed        Audited   
                                                                          30 June 2012   30 June 2011   
                                                                                 R'000          R'000   
7.  Capital commitments and contingencies                                                               
Capital expenditure                                                                                     
Contracted for                                                                  13 538         19 688   
Not contracted for                                                               4 782         11 478   
                                                                                18 320         31 166   
Operating leases                                                                                        
Land and buildings                                                             149 789        154 257   
Plant and equipment                                                              9 178          6 555   
Motor vehicles                                                                  85 290          2 418   
                                                                               244 257        163 230   
Contingent liabilities
SARS has issued a request for information and explanations relating to one of the group subsidiaries to which a revised
assessment was received. The matter is still pending and the financial impact, if any, cannot be quantified at this stage. The
contingent liability disclosed in the financial statements in the prior year in respect of the alleged robbery which took place at
Johannesburg International Airport was resolved in the current year with no financial impact to the group.

8. Related party disclosure
Security services to the value of R5,9 million were provided to Mvelaphanda Holdings (Pty) Limited during the period.
At year-end a balance of R3,2 million was still outstanding in this respect. A doubtful debt provision to the value of R1,7 million
was raised against this debtor.

At year-end an amount of R9,2 million was receivable by Mvelaserve from Mvelaphanda Holdings (Pty) Limited which resulted
from previous period transactions.This balance was fully provided for.

Events subsequent to balance sheet date
The directors are not aware of any other matters or circumstances arising after the reporting period up to the date of this
report not otherwise dealt with in this report that requires an adjustment to the financial results at reporting date.
On 30 June 2012, the group was in breach of its net interest debt to shareholders' funds, excluding intangible assets but
including trademarks, covenant in respect to its Nedbank funding. Nedbank has issued a condonation in respect of the breach
on 5 September 2012. A breach of the debt covenant, giving Nedbank the right to demand repayment at a future compliance
date within one year of the reporting date, is not likely and therefore amounts not expected to be paid within one year have
been classified as non-current.

Reviewed report
The condensed consolidated preliminary financial statements has been reviewed by Mvelaserve's independent auditors,
PricewaterhouseCoopers Inc. Their unmodified review conclusion is available for inspection at the group's registered
office.

Commentary
Introduction
The board presents the results for the year ended 30 June 2012 ("the year"). Operating results for the second half
of the year showed a significant strengthening, despite challenging economic conditions in a continually decelerating
domestic economy. The successful turnaround of RoyalMnandi and RoyalServe Cleaning contributed strongly to the
improved performance.

During the year, the group acquired a controlling interest in Velocity and the assets and liabilities of a mast and                                   
infrastructure business through LTP. The group disposed of its interest in Contract Forwarding at the end of May 2012.

Group profile
Mvelaserve is a leading diversified business support services group with operations in Southern Africa, Ghana,
Nigeria and the UAE, employing approximately 32 000 people. The group offers a wide range of integrated services
which include, amongst others: facilities management, security, catering and cleaning.

Mvelaserve's blue-chip customer base ranges across the public and private sectors encompassing leading banks,
mining houses and retailers as well as parastatals and provincial and local governments.

Financial review
Revenue for the year increased 12% to R5 117 million (2011: R4 565 million), driven mainly by increases in revenue
at Protea Coin and TFMC, as well as the inclusion of Stamford Sales for the full year under review.

Operating expenses (excluding depreciation, impairment and amortisation charges) increased by 13% to R4 796 million
from R4 263 million.

The 41% decrease in operating profit to R200 million (2011: R340 million) is a result of an anticipated contraction
in the TFMC profit margin during the year, and net once-off exceptional income of R87 million included in operating
profit for the previous year. The operating margin for the year decreased to 4% from 7% as a result of, inter alia,
the margin contraction at TFMC and at Protea Coin as well as the inclusion of an operating loss for Stamford Sales
for the full year. However, H2 2012 showed robust growth in operating profit of 17% following the successful
turnaround of RoyalMnandi and RoyalServe Cleaning, amongst other positive operational achievements.

Net interest paid declined to R45 million (2011: R56 million) as a result of reduced debt. Interest cover increased
to 6,1 times from 4,3 times on a comparable basis, which is above the group benchmark of 5 times.

Net income from investments of R11 million (2011: R71 million) comprised dividend income of R1 million, share of
profit from associates of R4 million, and a favourable fair value adjustment of R6 million in respect of a derivative
financial instrument.

The group's taxation charge for the year amounted to R69 million (2011: R77 million), consisting of current tax of
R71 million, Secondary Tax on Companies ("STC") of R7 million and a deferred tax credit of R9 million, resulting
in an effective tax rate (excluding the effect of STC) of 43% (2011: 36%). The effective tax rate was negatively
affected by, inter alia, impairments of goodwill of R19 million, impairments of assets of R5 million, a prior year net
underprovision of R7 million and R49 million in assessed losses for which no deferred tax asset has been raised,
which were all offset to an extent by profit from associates of R4 million. These adjustments amount to effective tax
of R21 million, which represents 15% of the 43% effective tax rate.

Attributable earnings per share ("EPS") and headline earnings per share ("HEPS") decreased to 49,7 cents
(2011: 87,8 cents) and 66,8 cents (2011: 159,8 cents), respectively. Although HEPS showed a marked decline from
the previous year, the prior year HEPS was improved by the exclusion of R150 million impairment charges in terms
of SAICA's Circular 3/2009 read with IAS 33  Earnings per Share while the forgiveness of R165 million loans was
included, which resulted in a net positive effect of 117,6 cents on HEPS for the previous year. In a similar way the
profit of R44 million realised on the sale of a non-strategic division of Protea Coin and a deemed profit of R10 million
with the change in shareholding in Stamford Sales, both in the previous year, had a positive effect of 39,3 cents on
EPS for the prior year.

Financial position
Property, plant and equipment ("PPE") increased by R8 million to R440 million from R432 million, on the back of
net acquisitions of R119 million (2011: R171 million), depreciation and impairment for the year of R152 million
(2011: R126 million) and the reversal of accumulated depreciation of R41 million in respect of PPE disposed of.

Capital expenditure ("CAPEX") of R170 million, excluding R3 million assets acquired through business combinations,
comprised R127 million in respect of expansion to meet current growth initiatives (2011: R145 million) and replacements
of R43 million (2011: R24 million). The overall CAPEX-to-depreciation reduced to 1,2 times (2011: 1,3 times) indicating
a slowdown in the group's capital investment programme.

Intangible assets increased by R24 million, mainly from the preliminary acquisition accounting for the business                               
combination of Velocity and LTP. Impairments of goodwill at Stamford Sales and SA Water amounted to R19 million.

Cash generated from operations increased 26% to R369 million (2011: R294 million) on the back of increased cash
operating profits as well as a reduction in working capital. Cash EPS increased to 174,3 cents (2011:105,9 cents) for
the year, while free cash flow-to-equity increased to R70 million (2011: R57 million).

Cash utilised in respect of investing activities of R131 million, comprises inter alia, net CAPEX of R136 million
(excluding R34 million acquisitions in terms of capitalised lease agreements), investments in Velocity and LTP of
R10 million and R11 million, respectively, and the repayment of loans by Contract Forwarding of R33 million. New
loans raised during the year, excluding capitalised leases, amounted to R102 million while loans repaid amounted to
R149 million.

Total dividends of R64 million were paid during the year, of which R51 million was paid to owners of the parent
company. This equates to a cash dividend cover, based on the cash earnings per share, of 4,8 times. The related
STC amounting to R7 million has been recognised in the profit or loss for the year.

Interest-bearing debt, excluding the derivative financial instrument fair valued at R20 million on 30 June 2012
(2011: R26 million), amounted to R413 million (2011: R427 million) resulting in a debt: equity ratio of 47% (2011: 50%).
Asset-based finance liabilities directly associated with the financing of PPE increased by R31 million to R230 million
(2011: R198 million). 

Net asset value per share increased to 642,1 cents (2011: 626,6 cents) while net tangible asset value per share
decreased to 160,2 cents from 162,7 cents.

Capital and reserves
The total issued share capital remained unchanged at 141 561 673 shares. The weighted average number of shares
in issue increased by 1% to 141 561 673 from 139 703 474 shares at 30 June 2011 following the issue of 6 850 937
shares on 7 October 2010 for the acquisition of Zonke.

Operational review
Protea Coin posted good results with revenue up 14,7% to R2 268 million (2011: R1 978 million) and operating profit
of R144 million (2011: R140 million) in line with expectations. Operating margins were eroded by general economic
conditions and inflationary increases in the cost base. Notably the Mining division and cameo cash management
environment within the Assets-In-Transit division demonstrated strong growth, despite the cost-sensitive and volatile
sectors. The Technical division is on the uptick after suffering the effects of deferred spending in this area. Protea Coin
continued to expand its range of services and successfully achieved market penetration into Ghana, opening an office
and commencing with a large mining contract in August 2012.

TFMC achieved revenue growth of 8,5% to R1 247 million (2011: R1 149 million). As anticipated operating profit was
up by 8% to R121 million (2011: R112 million) as a result of the revised Telkom agreement. The contribution from
non-Telkom contracts in the Customised Solutions division increased significantly during the year  from 12% to 20%
 reflecting the success of organic expansion initiatives and aggressive marketing. TFMC will continue to improve its
risk profile by diversifying its contract base and identifying niche services as possible stand-alone offerings.

RoyalServe Cleaning achieved strong revenue growth of 7,6% to R484 million (2011: R450 million). Hygiene and
laundry sector clients grew substantially, with retention of commercial contracts receiving considerable focus.
Restructuring of the operation has successfully enhanced operational efficiencies including debtors' controls. This
process of optimising efficiencies is ongoing and will focus in the year ahead on wage control, amongst other areas.
Targeted marketing will continue to grow the brand locally and in neighbouring countries.

RoyalMnandi performed exceptionally well in the second half of the year, reporting total revenue of R572 million.
Three new contracts were secured with the bulk in the Commercial division. The Mining and Healthcare divisions are
addressing strategy to overcome underperformance during the year. Significant revenue growth for FY2013 is not
expected in light of the overall reduction in the customer base following termination of all loss-making contracts and
the loss of a major healthcare contract. The focus going forward will be strict cost control measures.

Zonke posted 27% growth in revenue to R81 million (2011: R64 million) and operating profit increased 36% to
R34 million (2011: R25 million). The number of limited pay-out machines being monitored increased by 16% to
7 439 from 6 424, with average gaming revenue up 14% to R3 598 per machine. Zonke will continue to grow
existing businesses, especially in the Northern Cape and KwaZulu-Natal, and is developing new technology that will
enable diversification into the provision of management solutions to individual operators. In line with group strategy,
Zonke is pursuing expansion into selected African markets.

SA Water raised revenue by 15% to R6 million despite a tough trading environment. Management changes saw
immediate benefits for the company with three new major contracts secured. Focus going forward is aggressive
client expansion and developing an operations and maintenance service solution for increased annuity revenues.
Select African countries will be targeted in the year ahead.

Mvelaserve through LTP acquired assets and liabilities of a mast and infrastructure business in September 2011 in
light of strong integration opportunity with TFMC. While overall the business underperformed in terms of operating
profit and margin, it strengthened considerably in the last quarter of the year. Growth is expected from further roll-out
of additional masts and co-opportunities with TFMC.

In light of underperformance at Circle ICT, which has not significantly expanded outside of the group as originally
planned, Mvelaserve management has decided to collapse the company back into various subsidiaries.

Khuseti was impacted by depressed consumer spending leading to intensified pricing pressure and competition.
Operating profit fell from R24 million to R18 million and margins contracted due to rising input costs. Overall pie sales
volumes increased by only 2% to just under 31 million pies, with strong growth in the export (49%), and retail and
wholesale (74%) markets being offset by disappointing sales volumes to local franchises, which fell by 3 million pies
year-on-year. The outlook remains subdued. The company will concentrate on continued improvement of operating
efficiencies at manufacturing and franchise levels.

Stamford Sales posted satisfactory results with revenue increasing by 21% to R407 million, albeit offset by a
disappointing operating loss of R20 million. During the year the company rolled-out a new fleet of delivery vehicles to
increase efficiencies and improve service delivery. The primary objective for the year ahead is to return the company
to sustainable profitability. This will be achieved by growing sales volumes and reducing operating and inventory
costs, which will be supported by the recent introduction of improved efficiencies and systems.

Velocity is in a start-up phase. The company took delivery of its first seven vehicles during the year and operating 
crews were trained. Operations were limited to some minor pilot projects.

Dividend
The directors of Mvelaserve have resolved not to declare a dividend for the year.

Prospects
Economic conditions in the medium term are expected to remain challenging, with escalating input costs such as
fuel and ongoing pricing pressure across a number of operations. Nonetheless, Mvelaserve is positive of the group's
ability to continue improving performance, given the stronger performance in H2 at most group operations. In order
to achieve this objective and ensure appropriate management focus, the executive have reviewed the diversity of
the group's structure and is currently revising the business strategy going forward. Management is confident in the
group's key operations and Mvelaserve's vision of becoming a leading business process outsource provider.

Focus remains on improving margins through vigilant cost management and controlled capital expenditure. The group
will continue to assess expansion opportunities in new growth markets within South Africa as well as the rest of
Africa, where its strategy is to follow existing clients.

MSM Xayiya                                 JMS Ferreira                                  GE Röth
Chairman                                   Chief Executive Officer                       Chief Financial Officer

5 September 2012

Mvelaserve Limited
(Incorporated in the Republic of South Africa)
(Registration number 1999/003610/06)
JSE share code: MVS ISIN: ZAE000151353
("Mvelaserve" or "the group")

Executive Directors:
MSM Xayiya (Executive Chairman), JMS Ferreira (Chief Executive Officer), GE Röth (Chief Financial Officer)

Independent Non-Executive Directors:
FN Mantashe, OA Mabandla*, S Masinga, N Mbalula, GD Harlow
* Lead Independent

Registered Office:
28 Eddington Crescent, Highveld Technopark, Centurion, 0169

Sponsor:
Investec Bank Limited

Auditors:
PricewaterhouseCoopers Inc.

Transfer Secretaries:
Computershare Investor Services (Proprietary) Limited
70 Marshall Street, Johannesburg, 2001

A copy of these results is available on the Mvelaserve Limited website: www.mvelaserve.co.za
Date: 06/09/2012 07:30:00 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.

Share This Story