Wrap Text
Audited consolidated results for the year ended 28 February 2014
ESOR LIMITED
(Registration number: 1994/000732/06)
Incorporated in the Republic of South Africa
JSE Code: ESR ISIN: ZAE000184669
("Esor" or "the company" or "the group")
SUMMARY OF AUDITED CONSOLIDATED RESULTS
FOR THE YEAR ENDED 28 FEBRUARY 2014
HIGHLIGHTS
REVENUE FROM CONTINUING
OPERATIONS UP 3,6% TO
R1,6 billion
R202,5 million
HIGH YIELD BOND PROGRAMME
SUCCESSFULLY SETTLED
GEARING IMPROVED TO
27%
ORDER BOOK
(EXCL. GEOTECHNICAL) UP 18,6% TO
R2,6 billion
DISPOSAL OF GEOTECHNICAL FOR
R592 million
INCLUDING FAIR VALUE CONTINGENT
CONSIDERATION
SPECIAL DIVIDEND OF
38 cents
Level 3 B-BBEE ACHIEVED
COMMENTARY
Introduction
The summarised consolidated financial results for the year to 28 February 2014 ("the year") reflect
the results of the company's preceding consolidation phase which saw the sale of the Geotechnical
business to Keller Group plc ("Keller") for a cash consideration of R525 million plus a potential earn-out of
an additional R150 million, the full settlement of the R202,5 million High Yield Bond programme and the
declaration of a 38 cents per share special dividend.
The company is now positioned on firmer financial footing and is poised for growth in the remaining
operations. The order book (excluding Geotechnical) has increased for the fourth consecutive year and
stood at R2,6 billion at year-end, an 18,6% year-on-year gain.
The Pipelines business achieved growth in revenue and profits and the Developments division was
successfully established. The new division signifies a further diversification of the group's revenue stream
that balances the contracting revenue derived from Civils and Pipelines, and an opportunity to capture a
greater percentage of the civils and construction value chain.
Three problem contracts in Civils resulted in an operating loss of R134 million for that division. Two of
the three contracts have since been completed, while the third is due for completion at the end
of August 2014.
Financial results
Consolidated revenue for the group's continuing businesses increased by R55 million to R1,6 billion on
improved activity levels in the Pipelines division. Esor focussed on consolidating operations in the Civils
business and progressing the Developments division. The group recorded a headline loss per share of
11,3 cents (2013: earnings of 20,50 cents per share).
Gross profit margins from continuing operations deteriorated to –1,2% (2013: 15,0%) while overheads
increased to R127,1 million (8,0% of revenue) from R69,1 million (4,5% of revenue). Improved efficiency
resulting from the rationalisation impacted the middle line offset by retrenchment costs and the once-off
costs in settling the High Yield Bond programme.
The loss after tax including the discontinued business (Geotechnical) amounted to R166,1 million
(2013: profit R87,7 million).
Review of operations
Revenue in Esor Civils decreased by 17,9% to R1,0 billion from R1,2 billion resulting in a net operating
loss. The business experienced significant disruption from labour unrest both internally and from strikes in
adjacent areas that impacted on certain sites. It was further hampered by legacy loss-making contracts
that have and are reaching conclusion. The results of these contracts had a material effect on the result
of the group as a whole.
During the year Civils was restructured and successfully right-sized. Led by new management, the business
has revitalised employee morale and revised contracting practices for improved controls.
Locally the construction market remained subdued with construction confidence still low. Overcapacity
in the industry persisted with fewer tenders and low margins. However, Civils is well placed to secure intra-
group contracts by leveraging the synergies within the group. Further, significant growth opportunity has
been identified cross-border in specific African countries. The business will selectively enter these markets
on the back of funding agencies or existing clients.
The order book remained stable year-on-year at R1,2 billion.
Esor Pipelines delivered impressive results with revenue up 79% to R579 from R324 million in the previous
year. At year-end the order book totalled R655 million, up from R518 million in 2013, comprising mainly
government contracts.
Esor's core original pipejacking business has been incorporated into Pipelines with effect from 1 March
2014, which has improved synergies within the business.
Although the market is buoyant in terms of demand and activity, Pipelines is being increasingly
challenged by tighter competition as the market is rationalised. Further expansion into African markets is
targeted, with significant growth potential identified in Zambia and Zimbabwe (potential projects include
the Zambia Millennium Project and water projects in Zimbabwe).
Esor Developments was established during the year and is already contributing positively to results.
The division has a secured order book for the next two years of R725 million, with a potential in excess
of R4 billion. It is making its mark by targeting large integrated housing projects aimed at the private
(bonded) and government subsidised sectors.
The division operates in the affordable and low-income housing sector (comprising the full spectrum
of bonded, social rental, gap, FLISP and RDP/BNG markets), where demand currently outstrips supply.
However, this sector is constrained by the availability and cost of providing bulk services.
During the year the R2 billion integrated housing project at Diepsloot in Gauteng broke ground, which
includes the construction of two iconic pedestrian bridges across William Nicol Drive. Engineering services
were installed in The Orchards housing project near Rosslyn and the first stands were transferred to top-
structure developers. The deal with Investec on the Uitvlugt integrated housing project near Three Rivers in
Vereeniging was concluded and the land transferred into an Esor-owned special purpose vehicle.
CAPEX
Capital expenditure from continuing operations of R38 million (2013: R151,1 million) was incurred in the
year. This improved operational efficiencies primarily in the Pipelines division in light of secured long-term
contracts. The group disposed of R78 million worth of fleet and plant in the Civils business which comprised
mainly older and non-standard equipment and to align the fleet better with the current and projected
workload.
The board has approved R26 million capex for the 2015 financial year (2014: R92 million) for application
mainly in Pipelines.
Transformation
In February 2014 Esor achieved a Level 3 B-BBEE accreditation in terms the Department of Trade &
Industry's B-BBEE Codes of Good Practice, and is targeting Level 2 by 2016.
In line with the Construction Charter's targeted increase to 30% ownership, the group is considering the
outright purchase of shares through the Esor Broad Based Share Ownership Scheme ("EBBSOS"). Following
the sale of the Geotechnical business and the subsequent payment of a 38 cents per share special
dividend, the EBBSOS Trust has R5 million available for re-investment in shares to create future value for
employees. The potential shareholding of the EBBSOS Trust can increase to 7%.
Prospects
Looking ahead we have a secured order book for Civils of R1,2 billion, weighted in the power sector,
including Kusile for another three years. In addition three low cost housing projects have commenced in
KwaZulu-Natal with further opportunities in that province and the Eastern Cape. In Gauteng we are also
seeing potential work from the schools project which is expected to roll-out shortly and will include new
schools as well as refurbishments and maintenance.
In Pipelines we have a secured order book of R655 million, mainly in KwaZulu-Natal and the Eastern Cape.
The pipejacking business recently secured a R68 million contract for Rand Water. Further opportunities
are expected to come from sanitation projects throughout the country and potential opportunities in
Zimbabwe.
The Developments division has secured four long-term projects with a potential order book in excess of
R4 billion. These include Diepsloot, Orchards, Uitvlugt and Soshanguve.
At year-end Esor is in a stronger financial position with improved gearing. The Civils division has been
restructured both from strategic and operational perspectives and the Developments business is geared
for implementation with the appointment of a Project Manager to lead the roll-out of the Diepsloot and
Soshanguve projects.
Directorate
Dr Oswald ("Ossie") Franks and Ms Monhla Hlahla were appointed on 23 May 2013, but Ms Hlahla
resigned effective 29 October 2013 in order to pursue personal business interests. Mr Briss Mathabathe also
resigned as director effective 26 February 2014. The board thanks Mr Mathabathe and Ms Hlahla for their
contributions.
Dividend declaration
The board has resolved not to declare a final dividend for the year, which accords with its decision in the
previous year (2013: Nil). It remains the policy of the company to review the dividend annually in light of
solvency, liquidity, cash flow, gearing and capital requirements.
The board declared a special dividend of 38 cents per share following the sale of the Geotechnical
business which was paid on 9 December 2013 totalling R145,1 million.
Events after the reporting date
There were no significant events after the reporting date.
Basis of preparation
The summary consolidated financial statements are prepared in accordance with the requirements
of the JSE Limited Listings Requirements for abridged reports, and the requirements of the Companies
Act applicable to summary financial statements. The Listings Requirements require abridged reports
to be prepared in accordance with the framework concepts and the measurement and recognition
requirements of International Financial Reporting Standards (IFRS) and the SAICA Financial Reporting
Guides as issued by the Accounting Practices Committee and Financial Pronouncements as issued by the
Financial Reporting Standards Council and to also, as a minimum, contain the information required by
IAS 34 Interim Financial Reporting. The accounting policies applied in the preparation of the consolidated
financial statements, from which the summary consolidated financial statements were derived, are in
terms of International Financial Reporting Standards and are consistent with the accounting policies
applied in the preparation of the previous consolidated annual financial statements.
Audit opinion
This summarised report is extracted from audited information, but is not itself audited. The annual
financial statements were audited by KPMG Inc., who expressed an unmodified opinion thereon.
The audited annual financial statements and the auditor's report thereon are available for inspection at
the company's registered office. The directors take full responsibility for the preparation of the abridged
report and the financial information has been correctly extracted from the underlying annual financial
statements.
The group audited financial statements, which were prepared under the supervision of the CFO,
Wessel van Zyl CA(SA), are available for inspection at the company's registered office and will be
included in the Integrated Annual Report 2014 to be posted to stakeholders on or about 29 May 2014.
Annual general meeting
The annual general meeting of the company will be held at the company's offices, 30 Activia Road,
Activia Park, Germiston on Friday, 27 June 2014 at 10h00. The notice of annual general meeting forms part
of the Integrated Annual Report 2014, to be posted to stakeholders on or about 29 May 2014.
Appreciation
We thank our management and employees for their steadfast loyalty and efforts in this year of flux. Your
consistent hard work in the face of ongoing change is much appreciated. We also thank our business
partners, suppliers, advisors and our valued clients and shareholders for their continued confidence in the
group.
On behalf of the board
Bernie Krone Wessel van Zyl
CEO CFO
29 May 2014
STATEMENTS OF FINANCIAL POSITION
AT 28 FEBRUARY 2014
Group
2014 2013
R'000 R'000
Assets
Non-current assets 613 660 1 237 461
Property, plant and equipment 320 135 822 678
Intangible assets – 86 336
Goodwill 185 062 305 715
Financial assets at fair value through profit or loss 64 923 3
Deferred tax asset 11 457 22 729
Loans and long-term receivables 32 083 –
Current assets 935 151 1 006 320
Loans and long-term receivables – 27 726
Inventories 221 345 69 721
Taxation 13 455 14 513
Trade and other receivables 659 928 826 713
Cash and cash equivalents 40 423 67 647
Total assets 1 548 811 2 243 781
Equity and liabilities
Share capital and reserves 777 219 1 053 262
Share capital and premium 586 145 571 300
Equity compensation reserve 19 213 18 606
Foreign currency translation reserve 23 665 3 850
Retained earnings 148 196 459 506
Non-current liabilities 207 802 540 326
Secured borrowings 163 043 368 507
Preference shares 23 424 21 000
Post-retirement benefits – 1 913
Deferred tax liability 21 335 148 906
Current liabilities 563 790 650 193
Current portion of secured borrowings 74 350 79 481
Bank overdraft 19 583 34 059
Taxation 19 131 4 508
Provisions 13 713 38 329
Trade and other payables 437 013 493 816
Total equity and liabilities 1 548 811 2 243 781
STATEMENT OF PROFIT OR LOSS
AND OTHER COMPREHENSIVE INCOME
FOR THE YEAR ENDED 28 FEBRUARY 2014
Group
2014 2013
*restated
CONTINUING OPERATIONS R'000 R'000
Revenue 1 592 835 1 538 101
Cost of sales (1 611 624) (1 306 865)
Gross profit (18 789) 231 236
Other income 10 564 1 324
Operating expenses (127 117) (69 106)
(Loss)/profit before interest, tax, amortisation,
impairments and depreciation (135 342) 163 454
Amortisation, impairments and depreciation (146 419) (88 564)
Results from operating activities (281 761) 74 890
Finance income 4 980 17 811
Finance costs (42 420) (49 463)
(Loss)/profit before income tax (319 201) 43 238
Income tax income/(expense) 102 862 (18 136)
(Loss)/profit from continuing operations (216 339) 25 102
Discontinued operations
Profit from discontinued operations, net of income tax 50 178 62 608
(Loss)/profit (166 161) 87 710
Other comprehensive income:
Items that will never be reclassified to profit or loss
Actuarial loss on post retirement benefits – (97)
Items that are or may be reclassified to profit or loss
Foreign currency translation differences for foreign operations 25 568 30 157
Related taxes (5 753) (4 912)
Other comprehensive income, net of tax 19 815 25 148
(Loss)/profit attributable to:
Owners of the company (166 161) 87 710
Total comprehensive income attributable to:
Owners of the company (146 346) 112 858
Reconciliation of headline earnings:
Reconciliation of headline (loss)/earnings:
(Loss)/profit after tax (166 161) 87 710
Net loss/(profit) on disposal of property, plant and equipment 294 (16 988)
Impairment of intangible assets, property, plant and equipment
and investments 84 638 6 305
Loss on disposal of discontinued operations 38 190 –
Headline (loss)/earnings (43 039) 77 027
Reconciliation of headline (loss)/earnings from continuing operations:
(Loss)/profit after tax (216 339) 25 102
Net profit on disposal of property, plant and equipment 294 (1958)
Impairment of property, plant and equipment and goodwill 84 638 6 305
Loss on disposal of discontinued operations 38 190 –
Headline (loss)/earnings from continuing operations (93 217) 31 212
Earnings per share
Basic (loss)/earnings per share (cents) (43,5) 23,5
Diluted (loss)/earnings per share (cents) (43,5) 23,5
Headline (loss)/earnings per share (cents) (11,3) 20,5
Earnings per share from continuing operations
Basic (loss)/earnings per share (cents) (56,6) 6,8
Diluted (loss)/earnings per share (cents) (56,6) 6,8
Headline (loss)/earnings per share (cents) (24,4) 8,3
Earnings per share from discontinued operations
Basic (loss)/earnings per share (cents) 13,1 16,7
Diluted (loss)/earnings per share (cents) 13,1 16,7
Headline earnings per share (cents) 13,1 12,2
* Restated due to application of IFRS 5 relating to discontinued operations.
STATEMENTS OF CHANGES IN EQUITY
FOR THE YEAR ENDED 28 FEBRUARY 2014
Equity Foreign
compen- currency
Share Share sation translation Retained Total
capital premium reserve reserve earnings equity
Group R'000 R'000 R'000 R'000 R'000 R'000
Balance at 1 March 2012 388 591 657 16 188 (21 395) 350 594 937 432
Profit for the year – – – – 87 710 87 710
Other comprehensive income – – – 25 245 (97) 25 148
Total comprehensive income – – – 25 245 87 613 112 858
Transactions with owners, recorded
directly in equity
Contributions by and distributions
to owners
Share issue expenses – (787) – – – (787)
Share-based payment transactions – – 2 418 – – 2 418
Treasury shares – options exercised 1 1 340 – – – 1 341
Treasury shares acquired (13) (21 286) – – 21 299 –
Total transactions with owners (12) (20 733) 2 418 – 21 299 2 972
Balance at 28 February 2013 376 570 924 18 606 3 850 459 506 1 053 262
Loss for the year – – – – (166 161) (166 161)
Other comprehensive income – – – 19 815 – 19 815
Total comprehensive income for
the year – – – 19 815 (166 161) (146 346)
Transactions with owners, recorded
directly in equity
Contributions by and distributions
to owners
Dividends to equity holders – – – – (145 149) (145 149)
Share-based payment transactions – – 607 – – 607
Treasury shares – disposed 6 14 839 – – – 14 845
Total transactions with owners 6 14 839 607 – (145 149) (129 697)
Balance at 28 February 2014 382 585 763 19 213 23 665 148 196 777 219
STATEMENTS OF CASH FLOW
FOR THE YEAR ENDED 28 FEBRUARY 2014
Group
2014 2013
R'000 R'000
Cash flows from operating activities (279 069) (32 853)
Cash receipts from customers 1 487 579 1 995 185
Cash paid to suppliers and employees (1 575 788) (1 960 683)
Cash (utilised in)/generated by operations (88 209) 34 502
Finance income 25 957 42 369
Finance costs (71 213) (86 684)
Dividends paid (145 149) –
Taxation paid (455) (23 040)
Cash flows from investing activities 422 816 (210 980)
Additions to property, plant and equipment (52 564) (193 930)
Proceeds on disposal of property, plant and
equipment 79 312 39 132
Acquisition of business, net of cash (40 558) (28 456)
Disposal of discontinued operations, net of cash 437 387 –
Investments acquired (761) (27 726)
Cash flows from financing activities (156 495) 183 815
(Decrease)/increase in secured borrowings (171 340) 162 154
Preference shares issued – 21 000
Proceeds from share issue, net of issue expenses 14 845 554
Post-retirement benefits paid – 107
Net decrease in cash and cash equivalents (12 748) (60 018)
Net cash and cash equivalents at beginning of year 33 588 93 606
Cash and cash equivalents at end of year 20 840 33 588
DISCONTINUED OPERATIONS
Effective 21 November 2013, the group disposed of 100% of its Geotechnical business unit
to Keller. This comprised operations in South African branches as well as the subsidiaries in
Botswana, Ghana, Mauritius, Lesotho, Seychelles, Mozambique, Namibia and Swaziland.
The profit or loss of the discontinued operations for the year was as follows:
Group
2014 2013
R'000 Restated R'000
Revenue 724 052 787 857
Cost of sales (548 477) (637 325)
Gross profit 175 575 150 532
Other income 3 006 25 915
Operating expenses (82 220) (70 230)
Profit before interest, tax, amortisation, impairments and
depreciation 96 361 106 217
Amortisations, imparments and depreciation (25 324) (29 707)
Results from operations 71 037 76 510
Finance income 24 573 24 558
Finance costs (31 217) (37 221)
Profit before income tax 64 393 63 847
Income tax expense (14 215) (1 239)
Prfit after tax from discontinued operations 50 178 62 608
Financial asset at fair value through profit or loss
The contingent consideration receivable, a Level 3 financial asset,
arose from the disposal of the discontinued operation, which includes
a clause that entitles the seller to an amount of R150 million if the
discontinued operation's cumulative EBITDA over the next three years
exceeds a threshold. The fair value is determined considering the
estimated receivable, discounted to present value. The fair value is
based on key unobservable inputs of EBITDA growth of the business
of 8% and a discount factor of 9%. The fair value was determined by
the group finance department. Scenarios on EBITDA growth were
developed by the management considering the economy generally
and their knowledge of the geotechnical business. The estimated fair
value increases the higher the annual EBITDA growth rate, the higher
the EBITDA margin and the lower the discount rate. Management
considers that changing the above mentioned unobservable inputs
to reflect other reasonably possible alternative assumptions would not
result in a significant change in the estimated fair value. 64 923 -
SEGMENTAL ANALYSIS
Operating segments
The group has three reportable segments, which are the group's strategic business units.
Deve-
lop- Corporate and
Geotechnical Civils Pipelines ments eliminations Consolidated
2014 2013 2014 2013 2014 2013 2014 2014 2013 2014 2013
R'000 R'000 R'000 R'000 R'000 R'000 R'000 R'000 R'000 R'000 R'000
External
revenue 712 646 787 857 961 599 1 214 549 579 285 323 552 63 356 – – 2 316 887 2 325 958
Inter segment
revenue 11 406 – 42 690 8 713 – – – (54 096) (8 713) – –
Segment
revenue 724 052 787 857 1 004 289 1 223 262 579 285 323 552 63 356 (54 096) (8 713) 2 316 887 2 325 958
Segment result
Profit/(loss)
before
interest and
taxation 71 037 76 105 (183 881) 76 525 39 892 30 583 1 404 (139 176) (32 219) (210 724) 150 994
Net finance
(cost)/income (6 644) (12 663) (15 179) (22 286) 1 318 (157) (342) (23 237) (9 209) (44 084) (44 315)
Taxation (14 215) (1 239) 56 514 (14 859) (11 891) (8 883) (100) 58 339 6 012 88 647 (18 969)
Segment profit/
(loss) 50 178 62 203 (142 546) 39 380 29 319 21 543 962 (104 074) (35 416) (166 161) 87 710
Segment assets – 734 464 788 590 963 994 254 857 191 552 264 454 313 449 353 771 1 621 350 2 243 781
Segment
liabilities – 325 267 875 797 872 001 204 802 169 549 245 312 (481 780) (84 276) 844 131 1 190 519
Capital and
non-cash items
Additions to
property, plant
and equipment 14 538 42 814 26 313 132 407 9 596 17 083 – 2 117 1 626 52 564 193 930
Depreciation 23 435 27 817 50 257 61 959 6 176 4 082 – 5 347 13 766 85 215 107 624
Impairment loss – – – – – – – 84 446 8 757 84 446 8 757
Number of
employees – 1 169 1 969 2 701 1 163 763 3 35 21 3 170 4 654
Revenue generated from significant customers includes:
Revenue
2014 2013
Customer Business unit R'000 R'000
Eskom Holdings SOC Limited Civils 596 492 364 594
Umgeni Water Pipelines 146 064 1 944
Ethekwini Municipality Pipelines 98 824 57 877
Bakwena Platinum Corridor
Concessionaire (Pty) Limited Civils 69 213 119 385
Anglo American Inyosi Coal Civils 47 672 –
Rand Water Pipelines 23 484 117 250
Katu Developers (Pty) Ltd Civils 59 990 117 248
ESOR LIMITED
(Registration number: 1994/000732/06)
Incorporated in the Republic of South Africa
JSE Code: ESR ISIN: ZAE000184669
("Esor" or "the company" or "the group")
DIRECTORS:
DM Thompson* (Chairman)
B Krone (CEO)
WC van Zyl (CFO)
EG Dube*
Dr O Franks*
Dr FA Sonn*
*Independent non-executive
REGISTERED OFFICE:
30 Activia Road, Activia Park, Germiston, 1401
(PO Box 6478, Dunswart, 1508)
Telephone: +27 11 776 8700
Fax: +27 11 822 1158
SPONSOR:
Vunani Corporate Finance
Vunani House, Vunani Office Park
151 Katherine Street, Sandton, 2196
(PO Box 652419, Benmore, 2010)
TRANSFER SECRETARIES:
Computershare Investor Services (Pty) Limited
70 Marshall Street, Johannesburg, 2001
(PO Box 61051, Marshalltown, 2107)
COMPANY SECRETARY:
iThemba Governance and Statutory Solutions (Pty) Limited
Monument Office Park, Suite 5 – 102, 79 Steenbok Avenue, Monument Park, 0181
(PO Box 25160, Monument Park, 0105)
INVESTOR RELATIONS:
Envisage Investor & Corporate Relations
4th Floor, South Wing
Hyde Park Corner
Jan Smuts Avenue
Hyde Park, 2196
30 Activia Road, Activia Park
Germiston South Africa
Tel: +27 11 776 8700
Fax: +27 11 822 1158
www.esor.co.za
Date: 29/05/2014 07:05:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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