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Reviewed group condensed provisional report and final cash dividend declaration For the year ended 30 June 2015
ELB GROUP LIMITED
('ELB', 'the Company' or 'the Group')
Incorporated in the Republic of South Africa
Registration number 1930/002553/06
Share code: ELR
ISIN: ZAE000035101
REVIEWED GROUP CONDENSED PROVISIONAL REPORT AND FINAL CASH DIVIDEND DECLARATION
FOR THE YEAR ENDED 30 JUNE 2015
- Sales up 8% to R2 544 million
- Profit before tax down 10% to R160 million
- Total comprehensive income before tax return on total equity of 16%
- Headline earnings per share down 16% to 321 cents
- Internal rate of return to shareholders of 11%
- Net asset value up 7% to 2 917 cents per share
- Final cash dividend maintained at 67 cents per share
COMMENTS
INTRODUCTION
ELB Group's strategic focus is on being an internationally recognised holistic
engineering solutions provider to the mining, minerals, power, port,
construction and industrial sectors in the field of materials handling, mineral
separation, industrial projects and power solutions. This is achieved through
ELB generated innovation, in-house capability and the supply, with world class
partners, of equipment and technology. The Group operates predominantly in
Africa and Australasia.
Over the past year the Group has embarked on a number of strategies for which
returns are typically only realised after two to three years. These strategies
are all in line with the core expertise of the Group and will enhance its
ability to service its markets via horizontal or vertical diversification.
ELB Equipment has signed a 50/50 joint venture agreement for the distribution of
Belaz mining trucks. Belaz is one of the leaders in the world of large ore
haulage trucks. This enables the Group to offer its customers vehicles of a
size up to 400 tonnes.
In order to de-risk the execution model of ELB Engineering Services, it was
decided a few years ago to establish ELB Construction, enabling all the ELB
projects to be erected by an in-house company. This has been a notable success
from a safety, speed of reaction, commercial and quality point of view. ELB
Construction has the ability to erect projects from as small as R5 million to
as large as R3 billion.
In line with this de-risking model, the Group also acquired B&W Instrumentation
and Electrical Limited ('B&W'), in May 2014. The company has made a very
satisfactory turnaround from a cash management and profitability point of view
and is adding material value to the bottom line of ELB.
ELB has agreed a cooperation agreement with KC Cottrell, a world leader in
environmental technology for the last forty years. This agreement will enable
ELB to offer a full range of air cleaning solutions, including baghouses,
electrostatic precipitators and desulphurisation systems for large power
station projects, allowing the Group to provide the necessary environmental
solutions for both refurbishment and new capital projects.
ELB has further diversified into providing total biomass, gas and energy from
waste power plants up to 50 MW. In line with its diversification strategy ELB
has developed expertise in the industrial sector, specifically in the FMCG
field.
FINANCIAL RESULTS
Consistent with prior periods there is no correlation between sales and profit
due to the nature of the project related business.
The 8% increase in sales for the year from R2 349 million in 2014 to R2 544
million in 2015 is a satisfactory result given the current difficult trading
conditions.
Profit for the year decreased by 14% from R131 million in 2014 to R113 million
in 2015. The Equipment Africa segment improved significantly from the prior
year with an increase in profit for the year of 64% from R33 million in 2014 to
R54 million in 2015. The Australasia segment had a 99% decrease in profit for
the year from a profit in 2014 of R21 million to a marginal profit in 2015.
Part of this deterioration in profit is attributable to negative unrealised
foreign exchange adjustments of R7 million in the year, as a result of the
United States dollar strengthening against the Australian dollar and the euro,
compared to favourable unrealised foreign exchange adjustments of R5 million in
the prior year. The Engineering Services Africa segment profit declined from
the prior year with a decrease in profit for the year of 20% from R92 million
in 2014 to R74 million in 2015. ELB Group's share of total comprehensive income
decreased by 22% from R108 million in 2014 to R84 million in 2015, which
includes a net R8 million loss in other comprehensive income, largely
attributable to the negative adjustments to the foreign currency translation
reserve.
The net asset value per share attributable to ordinary shareholders increased
from 2 728 cents in 2014 to 2 917 cents in 2015, an increase of 7%.
Headline earnings per share for the year decreased by 16% from 382 cents per
share in 2014 to 321 cents per share in 2015.
OPERATIONS
Equipment Africa
This operation had an increase in turnover from R660 million in 2014 to R765
million in 2015 while profit before income tax increased from R46 million in
2014 to R75 million in 2015. This was against the background of a weaker Rand
coupled with tougher trading conditions. The operation is well positioned to
benefit from more favourable trading conditions when they materialise.
Engineering Services Africa
Engineering Services Africa has been predominantly focussed on the iron ore,
coal, industrial and power sectors over the past period. The company is at
present completing the construction of one of the world's longest conveyors,
handling coal for Sasol.
The project work on hand remains at a satisfactory level with on-going projects
in South Africa, Mozambique, Zambia, Namibia, Botswana, Angola, Congo, DRC,
Liberia, Indonesia, Gabon, Peru and Israel.
Sales increased by 7% from R1 344 million in 2014 to R1 444 million in 2015 but
profit before income tax decreased by 15% from R123 million in 2014 to R105
million in 2015. This decrease in profit before income tax is attributable to
project timing with a number of projects only being in the early stages of
completion. B&W contributed positively to the segment profitability this year.
Engineering Services Africa has been successful in securing a number of new
projects and business opportunities which have positioned this operation well
for the coming 24 to 36 months.
Australasia
The Ditch Witch business has faced difficult trading conditions in the
Australasian markets in which it operates and as a consequence has seen a
deterioration in its profit for the year. The business continues to service the
growing demand for its Ditch Witch and Komptech range of products and the New
Zealand business unit has proven to be a valuable contributor to the Ditch
Witch operation.
Turnover increased by 1% from R346 million in 2014 to R350 million in 2015
while profit before income tax decreased from R26 million in 2014 to a
breakeven in 2015.
Ditch Witch remains well positioned in both Australia and New Zealand to take
advantage of any increase in infrastructure spend in the region and improved
trading conditions.
CASH FLOW
Net cash and cash equivalents declined from R423 million to R366 million during
the year as cash was used in increasing working capital, in continued capital
expenditure and in fluctuations in up-front customer payments. The cash and
cash equivalent balances remained healthy at the year-end after absorbing the
utilisation. Cash flow management remains a high priority for the Group.
ELB works closely with its bankers, suppliers and customers to ensure the Group
continues to retain a strong balance sheet at all times.
PROSPECTS
The global cooling of commodity prices and demand has had a negative effect on
the pipeline for greenfield projects. This has led ELB to focus on efficiency
driven projects and the diversification into the power and industrial sectors.
ELB continues to be well positioned to take advantage of a number of these
potential opportunities currently being considered in Africa and elsewhere.
SOCIAL RESPONSIBILITY
ELB's empowerment partner is the ELB Educational Trust, which was established
to promote the education of historically disadvantaged South Africans in
engineering disciplines. To this end scholarships continue to be awarded to
students at various South African universities.
ELB is also promoting education through the St Vincent School for the Deaf.
This institution has received substantial donations from ELB. The support of
the ELB Educational Trust and St Vincent School will further assist the
historically disadvantaged in our community.
Apart from donations ELB has also made significant contributions towards small
business development of the historically disadvantaged in South Africa.
BOARD OF DIRECTORS
Mr JC van Zyl has been appointed as an independent non-executive director to
the ELB board and has replaced Mr T de Bruyn as lead independent non-executive
director with effect from 19 March 2015.
DIVIDENDS
It has been decided to declare a final dividend of 67 cents (2014 – 67 cents)
per ordinary share.
The total dividend for the year is therefore 97 cents per share versus 95 cents
per share for the 2014 financial year, representing an increase of 2%.
BASIS OF PREPARATION AND ACCOUNTING POLICIES
The condensed group financial statements are prepared in accordance with the
requirements of the JSE Limited Listings Requirements for provisional reports
and the requirements of the Companies Act of South Africa. The Listings
Requirements require provisional 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 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 condensed
group financial statements are in terms of IFRS and are consistent with those
applied in the previous consolidated financial statements.
REVIEW BY THE INDEPENDENT AUDITOR
These condensed group financial statements for the year ended 30 June 2015 have
been reviewed by KPMG Inc., who expressed an unmodified review conclusion. The
auditor's report does not necessarily report on all information contained in
this announcement. Shareholders are therefore advised that in order to obtain a
full understanding of the nature of the auditor's engagement they should obtain
a copy of the auditor's report together with the accompanying condensed group
financial statements from the issuer's registered office.
On behalf of the Board
Dr Stephen Meijers Peter Blunden Michael Easter
Chief Executive Officer Chief Executive Officer Group Financial Director
ELB Group and ELB ELB Equipment ELB Group
Engineering Services
Boksburg
22 September 2015
GROUP BALANCE SHEET
Reviewed Audited
30 June 2015 30 June 2014
R'000 R'000
ASSETS
Non-current assets 316,612 315,685
Property, plant and equipment 180,031 180,948
Goodwill and intangible assets 26,289 24,041
Pension fund employer surplus account 39,532 39,850
Non-current loans receivable - 933
Deferred income tax assets 70,760 69,913
Current assets 1,598,859 1,687,283
Inventories, and construction contract work not
yet billed 893,769 804,163
Receivables and other current assets 313,140 430,960
Cash and cash equivalents 391,950 452,160
Total assets 1,915,471 2,002,968
EQUITY AND LIABILITIES
Equity attributable to ordinary shareholders of
ELB 837,575 779,312
Issued capital 107,702 107,702
Treasury shares (36,094) (37,986)
Reserves 60,233 65,990
Retained earnings 705,734 643,606
Non-controlling interests in consolidated
entities 148,664 133,868
Total equity 986,239 913,180
Non-current liabilities 49,421 46,971
Interest-bearing borrowings 19,016 24,722
Provision for trade-back commitments 2,327 2,861
Deferred income tax liabilities 28,078 19,388
Current liabilities 879,811 1,042,817
Non-interest bearing payables, other current
liabilities and current provision 735,934 783,314
Interest-bearing payables 118,339 230,135
Bank overdraft 25,538 29,368
Total liabilities 929,232 1,089,788
Total equity and liabilities 1,915,471 2,002,968
Ordinary shares in issue (000's) 35,824 35,824
Deduct: Treasury shares in issue (000's) 7,112 7,254
Ordinary shares in issue on which net asset
value per ordinary share is calculated 28,712 28,570
Net asset value per ordinary share (cents) 2,917 2,728
GROUP STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
Reviewed Audited
30 June 2015 30 June 2014
R'000 R'000
Sales 2,544,394 2,349,282
Operating costs excluding depreciation and
amortisation of non-financial assets (2,359,582) (2,165,799)
Operating profit before depreciation and
amortisation of non-financial assets 184,812 183,483
Depreciation and amortisation of non-financial
assets (28,405) (20,590)
Profit from operations 156,407 162,893
Finance income 16,598 26,088
Finance expenses (12,540) (10,380)
Profit before income tax 160,465 178,601
Income tax expense (47,963) (47,816)
Profit for the year 112,502 130,785
Profit for the year attributable to:
Ordinary shareholders of ELB 92,237 102,379
Non-controlling interests in consolidated
entities 20,265 28,406
112,502 130,785
Other comprehensive income (10,220) 11,189
Items that may be reclassified subsequently to
profit or loss
Foreign currency translation reserve
adjustments attributable to ordinary
shareholders of ELB (7,269) 17,284
Income tax effect of foreign currency
translation reserve adjustments attributable to
ordinary shareholders of ELB 1,430 (2,576)
Items that will not be reclassified to profit
or loss
Non controlling interests in foreign currency
translation reserve adjustments (1,282) 3,051
Foreign currency translation adjustments to
foreign non controlling interests (1,517) 2,609
Pension fund employer surplus account
remeasurements (3,490) (12,648)
Aeroplane revaluation surplus increase 943 531
Income tax effect of items that will not be
reclassified to profit or loss 965 2,938
Total comprehensive income for the year 102,282 141,974
Total comprehensive income attributable to:
Ordinary shareholders of ELB 84,462 108,306
Non-controlling interests in consolidated
entities 17,820 33,668
102,282 141,974
EARNINGS, HEADLINE EARNINGS AND ORDINARY DIVIDEND PER SHARE
Reviewed Audited
30 June 2015 30 June 2014
R'000 R'000
Profit attributable to ordinary shareholders of 92,237 102,379
ELB
Deduct: Items excluded from headline earnings as
detailed below: 288 268
Profit on disposal of plant and equipment 544 485
Income tax effect on profit on disposal of plant
and equipment (144) (131)
Non-controlling interests in profit on disposal of
plant and equipment (112) (86)
Headline earnings 91,949 102,111
WEIGHTED AVERAGE NUMBER OF ORDINARY SHARES IN
ISSUE ('000)
Number of shares in issue at the beginning of the
year 35,824 33,860
Less effect of treasury shares in group entities
at the beginning of the year (7,254) (8,231)
Basic number of shares in issue at the beginning
of the year 28,570 25,629
Weighted average effect of changes during the year
New ordinary shares issued - 377
Treasury shares in Group entities 52 717
Weighted average number of shares in issue at the
beginning of the year 28,622 26,723
Effect of outstanding share options 139 294
Diluted weighted average number of shares in issue 28,761 27,017
Earnings per ordinary share (cents)
- basic 322.3 383.1
- diluted 320.7 378.9
Headline earnings per ordinary share (cents)
- basic 321.2 382.1
- diluted 319.7 378.0
Dividends declared for the year per ordinary share
(cents) 97 95
GROUP STATEMENT OF CHANGES IN EQUITY
Attributable to ordinary shareholders of ELB
Issued Treasury Retained
capital shares Reserves earnings Total
R'000 R'000 R'000 R'000 R'000
Year ended 30 June 2014
Balance at 1 July 2013
- Audited 25,192 (48,565) 51,770 572,692 601,089
Total comprehensive
income for the year 15,033 93,273 108,306
Profit for the year 102,379 102,379
Other comprehensive
income 15,033 (9,106) 5,927
Total contributions by
and distributions to
owners 82,510 10,579 (813) (22,359) 69,917
Ordinary dividends paid (23,373) (23,373)
Ordinary shares issued 82,510 82,510
Distributions by a
consolidated Group
entity to non-
controlling interests
Equity settled share
options expense 201 201
Transfer from share
options reserve to
retained earnings for
share options which
have lapsed or become
fully paid (4,555) 4,555 -
Items restored to the
foreign currency
translation reserve
from retained earnings 3,541 (3,541) -
Treasury shares paid up
and released to
participants 10,579 10,579
Changes in ownership
interests in
subsidiaries
Non-controlling
interest recognised
Balance at 30 June 2014
- Audited 107,702 (37,986) 65,990 643,606 779,312
Year ended 30 June 2015
Balance at 1 July 2014 107,702 (37,986) 65,990 643,606 779,312
- Audited
Total comprehensive (5,262) 89,724 84,462
income for the year
Profit for the year 92,237 92,237
Other comprehensive (5,262) (2,513) (7,775)
income
Total contributions by 1,892 (495) (27,309) (25,912)
and distributions to
owners
Ordinary dividends paid (27,841) (27,841)
Distributions by a
consolidated Group
entity to non-
controlling interests
Equity settled share 37 37
options expense
Transfer from share (532) 532 -
options reserve to
retained earnings for
share options which
have lapsed or become
fully paid
Treasury shares paid up 1,892 1,892
and released to
participants
Changes in ownership
interests in
subsidiaries
Non-controlling (287) (287)
interest acquired
Balance at 30 June 2015 107,702 (36,094) 60,233 705,734 837,575
- Reviewed
GROUP STATEMENT OF CHANGES IN EQUITY continued
Attributable to Non-controlling
ordinary interests in Total equity
shareholders of consolidated
ELB entities
Total
R'000 R'000 R'000
Year ended 30 June 2014
Balance at 1 July 2013
- Audited 601,089 113,526 714,615
Total comprehensive
income for the year 108,306 33,668 141,974
Profit for the year 102,379 28,406 130,785
Other comprehensive
income 5,927 5,262 11,189
Total contributions by
and distributions to
owners 69,917 (9,822) 60,095
Ordinary dividends paid (23,373) (5,402) (28,775)
Ordinary shares issued 82,510 82,510
Distributions by a
consolidated Group
entity to non-
controlling interests (4,496) (4,496)
Equity settled share
options expense 201 35 236
Transfer from share
options reserve to
retained earnings for
share options which
have lapsed or become
fully paid - - -
Items restored to the
foreign currency
translation reserve
from retained earnings - - -
Treasury shares paid up
and released to
participants 10,579 41 10,620
Changes in ownership
interests in
subsidiaries
Non-controlling
interest recognised (3,504) (3,504)
Balance at 30 June 2014
- Audited 779,312 133,868 913,180
Year ended 30 June 2015
Balance at 1 July 2014 779,312 133,868 913,180
- Audited
Total comprehensive 84,462 17,820 102,282
income for the year
Profit for the year 92,237 20,265 112,502
Other comprehensive (7,775) (2,445) (10,220)
income
Total contributions by (25,912) (3,311) (29,223)
and distributions to
owners
Ordinary dividends paid (27,841) (1,620) (29,461)
Distributions by a (1,612) (1,612)
consolidated Group
entity to non-
controlling interests
Equity settled share 37 6 43
options expense
Transfer from share - - -
options reserve to
retained earnings for
share options which
have lapsed or become
fully paid
Treasury shares paid up 1,892 (85) 1,807
and released to
participants
Changes in ownership
interests in
subsidiaries
Non-controlling (287) 287 -
interest acquired
Balance at 30 June 2015 837,575 148,664 986,239
- Reviewed
GROUP STATEMENT OF CASH FLOWS
Reviewed Audited
30 June 2015 30 June 2014
R'000 R'000
Operating activities
Cash inflow from operating activities before
dividends and distributions paid 3,444 13,960
Dividends and distributions paid (31,073) (33,271)
Cash outflow from operating activities (27,629) (19,311)
Cash outflow from investing activities (23,834) (28,932)
Cash (outflow)/inflow from financing
activities (700) 7,170
Decrease in cash and cash equivalents (52,163) (41,073)
Cash and cash equivalents at the beginning of
the year 422,792 470,506
Cash and cash equivalents of business
combination at acquisition - (23,585)
Effect of exchange rate movements on cash
balances (4,217) 16,944
Cash and cash equivalents at the end of the
year 366,412 422,792
SEGMENT INFORMATION
Engineer-
ing
Equipment Services Austral-
Total Africa Africa asia Other
R'000 R'000 R'000 R'000 R'000
Reviewed
Year ended 30 June
2015
Sales
Segment sales 2,544,394 751,831 1,442,731 349,807 25
Inter segment - 13,216 1,600 - (14,816)
As reported in
profit or loss 2,544,394 765,047 1,444,331 349,807 (14,791)
Profit before income
tax 160,465 74,868 105,434 (482) (19,355)
Profit for the year 112,502 53,621 74,014 222 (15,355)
Profit for the year 92,237 47,001 56,041 70 (10,875)
attributable to
ordinary
shareholders of ELB
Assets 1,915,471 811,028 725,642 375,259 3,542
Liabilities 929,232 399,095 429,378 143,852 (43,093)
Audited
Year ended 30 June
2014
Sales
Segment sales 2,349,282 658,927 1,344,451 345,895 9
Inter segment - 713 - - (713)
As reported in
profit or loss 2,349,282 659,640 1,344,451 345,895 (704)
Profit before income
tax 178,601 45,780 123,114 26,224 (16,517)
Profit for the year 130,785 32,817 92,088 20,682 (14,802)
Profit for the year
attributable to
ordinary
shareholders of ELB 102,379 28,092 71,792 14,320 (11,825)
Assets 2,002,968 775,958 851,467 378,511 (2,968)
Liabilities 1,089,788 402,532 593,010 132,825 (38,579)
NOTES
RELATED PARTY TRANSACTIONS
Group entities entered into various sale and purchase transactions with related
parties in the Group in the ordinary course of business on an arm's length
basis, the nature of which was consistent with those previously reported. All
transactions and balances with these related parties have been eliminated
appropriately in the consolidated results.
FAIR VALUES
The ELB Group measures forward exchange contracts at fair value using inputs as
described in Level 2 of the fair value hierarchy. The fair values for forward
exchange contracts are based on quotes from brokers. Similar contracts are
traded in an active market and the quotes reflect the actual transactions on
similar instruments. All other financial assets or liabilities carrying values
approximate their fair values based on the nature or maturity period of the
financial instrument. There were no transfers between Levels 1, 2 or 3 of the
fair value hierarchy during the year ended 30 June 2015.
CAPITAL EXPENDITURE INCURRED AND FUTURE CAPITAL EXPENDITURE COMMITMENTS
Capital expenditure of R28 million (2014: R29 million) was incurred during the
year primarily on property, plant and equipment. At 30 June 2015 there were no
material capital expenditure commitments. At 30 June 2014 there were capital
expenditure commitments of R5 million for the acquisition of an additional
property.
CONTINGENT LIABILITIES
Engineering Services Africa operates in the engineering contracting business
and is exposed to the risks associated with engineering contracts. These risks
are managed on the basis of limited liability and appropriate insurances. All
known liabilities of the Group at the balance sheet date have been accrued.
POST BALANCE SHEET EVENTS
Post the year end, Elbquip Holdings Pty Limited, a subsidiary in the Group,
acquired for cash, the non-controlling interests in its Australasia operations
for an amount of R22 million, effective from 1 July 2015. Other than this
transaction, there were no significant events outside the ordinary course of
business that have occurred since the balance sheet date.
FINAL CASH DIVIDEND DECLARATION
ORDINARY DIVIDEND NUMBER 135
The directors have declared a final cash dividend of 67 cents per share on the
Company's ordinary shares for the year ended 30 June 2015. The following
additional information is given in respect of the dividend:
- the dividend has been declared out of income reserves
- the South African dividend withholding tax rate is 15%
- ELB Group Limited's registration number is: 1930/002553/06
- ELB Group Limited's income tax reference number is: 9275151711
- The gross dividend is 67 cents per ordinary share for ordinary shareholders
exempt from the dividend withholding tax
- The net dividend is 56,95000 cents per ordinary share for ordinary
shareholders not exempt from the dividend withholding tax
- ELB Group Limited has 35 824 527 ordinary shares in issue, of which 7 112 483
were treasury shares at 30 June 2015
Last day to trade cum dividend on the JSE Friday, 16 October 2015
First trading day ex dividend on the JSE Monday, 19 October 2015
Record date Friday, 23 October 2015
Payment date Monday, 26 October 2015
In accordance with the requirements of Strate Limited, shares may not be
dematerialised or rematerialised between Monday, 19 October 2015, and Friday,
23 October 2015, both days inclusive.
By order of the Board
Elbex Proprietary limited Boksburg
Company secretary 22 September 2015
Registered office
14 Atlas Road
Anderbolt
Boksburg, 1459
Postal address:
PO Box 565, Boksburg, 1460
Telephone
+27 11 306 0700
Website
www.elb.co.za
Share transfer secretaries
Computershare Investor Services (Pty) Ltd
70 Marshall Street
Johannesburg, 2001
(PO Box 61051, Marshalltown, 2107)
Sponsor
Rand Merchant Bank (a division of FirstRand Bank Limited)
1 Merchant Place
cnr Fredman Drive and Rivonia Road
Directors
AG Fletcher (chairman), Dr SJ Meijers (group chief executive and chief
executive - ELB Engineering Services), PJ Blunden (chief executive - ELB
Equipment), MC Easter (group financial director), T de Bruyn,* Dr JP
Herselman,* MV Ramollo, CJ Smith (alternate), IAR Thomson,* JC van Zyl*.
*Non executive
Company secretary
Elbex Proprietary Limited
Preparation of the reviewed group provisional report
The preparation of the reviewed group condensed provisional report was
supervised by the group financial director,
Michael Easter CA(SA).
Release date
The reviewed group condensed provisional report was released on 23 September
2015.
Date: 23/09/2015 02:14:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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