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RBA HOLDINGS LIMITED - Condensed unaudited results for the six months ended 30 June 2015

Release Date: 13/10/2015 17:32
Code(s): RBA     PDF:  
Wrap Text
Condensed unaudited results for the six months ended 30 June 2015

RBA HOLDINGS LIMITED
(Incorporated in the Republic of South Africa) 
(Registration number 1999/009701/06)
(JSE code: RBA ISIN: ZAE000199642)
(“RBA” or the “Company”)

Condensed unaudited interim results for the six months ended 30 June 2015

Overview
Established in 1997, RBA is a supplier of affordable homes in South 
Africa. The Company’s business model encompasses the complete property 
development process viz. the acquisition of land, town planning, and 
project management of services installation, marketing, sale and 
construction of quality affordable homes. In addition to the sales of 
freehold homes to individual clients the business is increasingly focused 
on the construction of housing units for sale to institutional investors.

In line with the turnaround strategy and following a recapitalisation 
transaction in December 2014, the Company has increased the number of 
serviced  stands  available  for  sale,  improved  its  project  pipeline, 
increased its construction capacity and has achieved record levels of 
production and sales performance for the reporting period.  Although the 
Company reported an operating loss for the reporting period, the results 
of the Company’s turnaround strategy is evidenced by the significant 
reduction in losses compared to the half year results for the 2015 
financial year.

The Company reported a Net Profit after Tax of R1.8 million for the six 
months ending 30 June 2015, marking the first profitable reporting period 
since the first half of 2012.

Headlines
* Headline Earnings of 1.22 cents per share for the half year to 30 June
  2015 compared to a loss of 36.41 per share for the restated results for 
  30 June 2014;
* Turnaround evidenced by reduction in the loss before tax from R25.3 
  million for the comparative period to R9.9 million - a 60.5% reduction;
* Ramp up of construction volumes resulted in a 63% increase in the number
  of house starts and a 50% increase in revenue compared to the first half 
  of 2014.

The condensed unaudited interim results for the 6 month period ending
30 June 2015 are presented below:

Consolidated Statement of Financial Position

                                                     Restated   Restated
                                            30 Jun     30 Jun     31 Dec
                                              2015       2014       2014
                                             R'000      R'000      R'000
Assets
Non-Current Assets                         153 764    142 303    128 952
Investment property                         12 346     10 731     12 346
Investment property - Rental                
Portfolio                                   96 994    107 013     93 879
Property, plant and equipment                3 176      1 832      1 490
Investment in associate                        293        639        293
Investment in joint venture                  8 156          –         32
Stands held for trading                      9 664     11 831      9 641
Deferred tax                                23 135     10 257     11 271
Current Assets                             144 070    134 241    126 486
Inventories                                  2 878      1 879      3 172
Loan to joint venture                          103          –      1 349
Stands held for trading                     72 652     89 274     75 651
Revenue recognition in excess of
billings                                    50 179     20 641      8 171
Trade and other receivables                 13 696     15 515      9 274
Deposits for land and stand
allocations                                  1 770      3 387      2 399
Cash and cash equivalents                    2 792      3 545     19 650
Investment property - Rental
portfolio - Held for Sale                        –          –      6 820
Total Assets                               297 834    276 544    255 438
Equity and Liabilities
Equity                                      43 204     (2 604)   (13 595) 
Share capital                              153 669     61 470     98 669
Reserves                                     2 954      2 768      2 954
Accumulated loss                          (108 502)   (63 397)  (109 540) 
Non-controlling interest                    (4 917)    (3 445)    (5 678) 
Non-Current Liabilities                    187 557    162 907    129 955
Other financial liabilities                121 743     93 560     77 503
Other financial liabilities - Rental
Portfolio                                   63 477     66 150     49 626
Finance lease obligation                       150        410        297
Deferred tax                                 2 187      2 787      2 529
Current Liabilities                         67 073    116 241    139 078
Other financial liabilities                 11 438     22 809     70 417
Other financial liabilities - Rental
Portfolio                                    1 074      1 690     12 479
Loan to be converted to Debenture                –     23 726          –
Current tax payable                          1 541      1 545      1 126
Finance lease obligation                       274        237        248
Trade and other payables                    41 553     61 119     45 446
Billings in excess of revenue
recognition                                  8 357        383        393
Loans from directors and management              –          –      1 268
Bank overdraft                               2 836      4 732      3 183
Investment property - Rental
portfolio - Held for Sale                                          4 518
Total Equity and Liabilities               297 834    276 544    255 438
Number of Shares in Issue              146 918 258 59 918 258 91 918 258
Net asset value per share (cents)
- Previously reported                            -       2.77       5.11
- Restated                                   29.41      (4.35)    (14.79) 
Net tangible asset value per share
(cents)
- Previously reported                            –       2.77       5.11
- Restated                                   29.41      (4.35)    (14.79)

Consolidated Statement of Comprehensive Income
                                                     Restated    Restated
                                           6 months  6 months   12 months
                                          30-Jun-15 30-Jun-14   31-Dec-14
                                              R'000     R'000       R'000
Revenue                                     140 966    94 891     185 666
Cost of sales                              (113 644)  (80 525)   (157 662)
Gross profit                                 27 322    14 366      28 004
Other income                                  3 877        62         781
Operating expenses                          (37 934)  (31 514)    (78 541)
Operating loss                               (6 735)  (17 086)    (49 756) 
Investment income                                 -         3           2
Loss on sale on non-current assets             (649)     (288)     (1 865)
Fair value adjustments                            -         -      (4 195) 
Share of profit/(loss)from Associate and
Joint Venture                                 8 124         -        (313) 
Finance costs                               (10 732)   (7 923)    (18 901) 
Loss before taxation                         (9 992)  (25 294)    (75 028) 
Taxation                                     11 791       393       1 747
Total comprehensive profit/(loss)             1 799   (24 901)    (73 281) 
Profit/(loss)attributable to:
Owners of the company                         1 037   (22 108)    (68 254) 
Non-controlling interest                        762    (2 793)     (5 027)
                                              1 799   (24 901)    (73 281)
Reconciliation of headline earnings/(loss)
Profit/(loss) attributable to ordinary        1 037   (22 108)    (68 254)
shareholders
Loss on disposal of property, plant and
equipment                                       649       288       1 865
Fair value adjustment of investment
properties                                        -         -       4 195
Tax affect                                        -         -          26
Headline profit/(loss) to ordinary
shareholders                                  1 686   (21 820)    (62 168)
Basic earnings/(loss) per share (cents)
- Restated                                    0.75     (36.89)    (108.68)
- Previously reported                            -      (3.32)      (7.92) 
Headline earnings/(loss) per share
(cents)
- Restated                                    1.22     (36.41)     (98.99)
- Previously reported                            -      (3.27)      (6.99) 
Diluted earnings per share (cents)
- Restated                                                        (108.68)

* Basic and headline earnings per share for prior periods restated as a 
result of restatement of prior year numbers as well as share consolidation 
in February 2015.

The table below sets out the total number of shares in issue at the end of 
each comparative period as though the share consolidation had already 
taken place. The table also sets out the weighted average number of shares 
for each period applied for purposes of calculating the earnings per share 
set out above:

Number of shares in issue               30-Jun-15   30-Jun-14   31-Dec-14
Shares in issue at beginning of
period                                 91 918 258  59 918 258  59 918 258
Shares issued                          55 000 000           -  32 000 000
Shares in issue at end of period      146 918 258  59 918 258  91 918 258
Held by share trust                     3 550 417   1 569 378   3 550 417
Weighted average number of shares     137 802 236  59 918 258  62 800 449
Equivalent weighted average number 
shares prior to the share 
consolidation                                   - 599 182 580 628 004 495

Consolidated Statement of Cash Flows
                                                     Restated   Restated
                                          6 months   6 months  12 months
                                         30-Jun-15  30-Jun-14  31-Dec-14
                                             R'000      R'000      R'000
Cash flows from operating activities       (57 843)   (53 826)   (77 135) 
Cash used in operations                    (47 111)   (45 905)   (62 135) 
Interest received                                -          3          2
Interest paid                              (10 732)    (7 924)   (14 939) 
Tax paid                                         -          -        (63) 
Cash flows from investing activities         3 264        431      3 163
Purchase of property, plant and
equipment                                   (1 686)    (1 076)    (1 258) 
Proceeds on disposal of Rental Portfolio
held as available for sale                   3 705          -          -
Sale of property, plant and equipment            -        291        320
Sale of investment property                      -      1 216      5 450
Loan to joint venture                        1 245          -     (1 349)
Cash flows from financing activities        38 068     56 309     94 541
Proceeds on share issue                     55 000          -     37 199
Loans (repaid)/received                    (16 811)    56 340     57 442
Loans from directors, managers and
employees                                        -          -        284
Repayment of finance lease obligation         (121)       (31)      (384) 
Cash flows for the period                  (16 511)     2 914     20 569
Cash and cash equivalents at beginning
of period                                   16 467     (4 102)    (4 102) 
Cash and cash equivalents at end of
period                                         (44)    (1 188)     16 467

Segmental Report
                                                 Property Development
                                                       Restated   Restated
                                           30-Jun-15  30-Jun-14  31-Dec-14
                                               R'000      R'000      R'000
Revenue                                      135 711     89 107    173 746
Cost of Sales                               (113 644)   (80 525)  (157 662)
Gross Profit                                  22 067      8 582     16 084
Other income                                   3 877         62        781
Operating expenses                           (34 963)   (28 921)   (72 116)
Investment income                                  -          3          2 
(Loss)/profit on sale of non-current
assets                                          (649)       (36)      (474)
Share of profit of Associate and Joint
Venture                                        8 124          -       (313)
Fair value adjustment                              -          -        140
Finance cost                                  (7 384)    (4 539)   (11 986) 
(Loss)/profit before tax                      (8 928)   (24 849)   (67 882) 
Total assets                                 201 220    167 133    150 078
Total liabilities                            186 012    206 264    197 770

                                                    Rental Portfolio
                                            30-Jun-15 30-Jun-14 31-Dec-14
                                                R'000     R'000     R'000
Revenue                                         5 255     5 784    11 920
Cost of Sales                                       -         -         - 
Gross Profit                                    5 255     5 784    11 920
Other income                                        -         -
Operating expenses                             (2 971)   (2 593)   (6 425) 
Investment income                                   -         -         - 
(Loss)/profit on sale of non-current assets         -      (252)   (1 391) 
Share of profit of Associate and Joint
Venture                                             -         -         - 
Fair value adjustment                               -         -    (4 335) 
Finance cost                                   (3 348)   (3 384)   (6 915) 
(Loss)/profit before tax                       (1 064)     (445)   (7 146) 
Total assets                                   96 614   109 411   105 360
Total liabilities                              68 618    72 884    71 263

                                                     Consolidated
                                                        Restated   Restated
                                             30-Jun-15 30-Jun-14 31-Dec-14
                                                 R'000     R'000     R'000
Revenue                                        140 966    11 568    23 840
Cost of Sales                                 (113 644)        -         - 
Gross Profit                                    27 322    11 568    23 840
Other income                                     3 877         -         -
Operating expenses                             (37 934)   (5 186)  (12 850) 
Investment income                                    -         -         - 
(Loss)/profit on sale of non-current assets       (649)     (504)   (2 782) 
Share of profit of Associate and Joint
Venture                                          8 124         -         -
Fair value adjustment                                -         -    (8 670) 
Finance cost                                   (10 732)   (6 768)  (13 830) 
(Loss)/profit before tax                        (9 992)     (890)  (14 292) 
Total assets                                   300 640   218 822   210 720
Total liabilities                              254 630   145 768   142 526

* available for sale assets and liabilities are included in property 
development activities for purposes of segmental reporting

Consolidated Statement of Changes in Equity - Restated
                                                                     Share 
                                                                     based 
                                                     Share         payment 
                                                   capital         reserve
                                                     R'000           R'000
Balance at 1 January 2014                           61 470           2 768
Total comprehensive loss for the six month period
Balance at 30 June 2014                             61 470           2 768
Total comprehensive loss for the six month period
Issue of shares                                     37 199
Share-based payment expense                                            186
Change in shareholding
Equity loan                                              -               - 
Total movement for the year                         37 199             186
Balance at 1 January 2015                           98 669           2 954
Issue of shares                                     55 000
Profit for the year                                                      - 
Balance at 30 June 2015                            153 669           2 954

 
                                    Accumulated    Minority
                                           loss    interest      Total
                                          R'000       R'000      R'000
Balance at 1 January 2014               (41 290)       (651)    22 297
Total comprehensive loss for the
six month period                        (22 107)     (2 794)   (24 901) 
Balance at 30 June 2014                 (63 397)     (3 445)    (2 604) 
Total comprehensive loss for the
six month period                        (46 146)     (2 234)   (48 380) 
Issue of shares                                                 37 199
Share-based payment expense                                        186
Change in shareholding                        4                      4
Equity loan                                   -           -          -
Total movement for the year             (68 249)     (5 028)   (35 892) 
Balance at 1 January 2015              (109 539)     (5 679)   (13 595) 
Issue of shares                                                 55 000
Profit for the year                       1 037         762      1 799
Balance at 30 June 2015                (108 502)     (4 917)    43 204

Consolidated Statement of Changes in Equity - As previously reported

                                                       Share 
                                                       based
                                         Share       payment Accumulated 
                                       capital       reserve        loss
                                         R'000         R'000       R'000
Balance at 1 January 2014               61 470         2 768     (26 042)
Total comprehensive loss for the
six month period                                                 (19 900) 
Balance at 30 June 2014                 61 470         2 768     (45 942) 
Total comprehensive loss for the
six month period                                                 (32 199) 
Issue of shares                         37 199
Share-based payment expense                              186
Change in shareholding                                                 4
Equity loan                                  -             -           - 
Total movement for the year             37 199           186     (52 095) 
Balance at 1 January 2015               98 669         2 954     (78 137) 
Issue of shares                         55 000
Equity loan
Profit for the year                                        -      (1 871)
Balance at 30 June 2015                153 669         2 954     (80 008)
 
                                           Minority    Equity
                                           interest      Loan     Total
                                              R'000     R'000     R'000
Balance at 1 January 2014                       349         -    38 545
Total comprehensive loss for the six
month period                                 (2 061)        -   (21 961)
Balance at 30 June 2014                      (1 712)        -    16 584
Total comprehensive loss for the six
month period                                 (1 705)        -   (33 904)
Issue of shares                                                  37 199
Share-based payment expense                                         186
Change in shareholding                                                4
Equity loan                                       -    55 000    55 000
Total movement for the year                  (3 766)   55 000    36 524
Balance at 1 January 2015                    (3 417)   55 000    75 069
Issue of shares                                                  55 000
Equity loan                                           (55 000)  (55 000)
Profit for the year                          (1 553)             (3 424) 
Balance at 30 June 2015                      (4 970)        -    71 645

1. Basis of preparation
These interim financial statements have been prepared in accordance with
International Financial Reporting Standards (IFRS) and IAS 34: Interim 
Financial Reporting.  The accounting policies used in the preparation of 
these results are consistent with those used in the annual financial 
statements for the year ended 31 December 2014.  This announcement does 
not include the information required pursuant to paragraph 16A(j) of IAS
34 relating to the fair value of financial instruments. Note that there
has been no material variation in the fair value of assets since reported 
in annual financial statements as at 31 December 2014.

2. Restatement of prior year balances
2.1 Deferred Tax
A change in the estimation approach has resulted in a restatement of 
deferred tax assets in prior period results.  Whereas deferred tax assets 
were previously recognised based on forecasted future profits, the Company 
is now applying actual taxable income as convincing other evidence to 
support the recognition of deferred tax assets. Where entities in the
group with tax losses are currently generating taxable profit, deferred 
tax assets have been recognised in the current reporting period.
  
                                                 As                   As 
                                         previously           previously 
                                Restated   reported  Restated   reported
                               30-Jun-14  30-Jun-14 31-Dec-14  31-Dec-14
                                   R'000      R'000     R'000      R'000
Statement of Financial
Position
Deferred tax assets               10 257     32 103    11 271     47 877
Deferred tax liabilities           2 787      5 445     2 529      5 471
Accumulated loss                 (63 397)   (45 941) (109 540)   (78 137)

Statement of Comprehensive
Income
Taxation                             393      3 333     1 747     19 163
Total comprehensive loss         (24 901)   (21 961)  (73 281)   (55 865)

2.2 Equity Loan
In 2014, the Company entered into an agreement with the Housing Impact
Fund South Africa (“HIFSA”), in terms of which HIFSA would subscribe for
550 million shares at 10 cents each in the share capital of RBA for an 
amount of R 55 million. The company received the R 55 million in November
2014 and the shares were issued in January 2015. The loan was classified 
as an Equity Loan on the basis that as at 31 December 2014, 72% of 
shareholders eligible to vote at the shareholder’s meeting had signed 
irrevocable support for the transaction and most suspensive conditions to 
HIFSA’s share subscription had been met. The loan has been restated as a 
current liability given that not all suspensive conditions had been met as 
at 31 December 2014.
                                                 As                    As 
                                         previously            previously 
                                Restated   reported   Restated   reported
                               30-Jun-14  30-Jun-14  31-Dec-14  31-Dec-14
                                   R'000      R'000      R'000      R'000
Statement of Financial
Position
Equity loan                            -          -          -     55 000
Other financial liabilities
- current                              -          -     70 417     15 417

2.3 Revenue
Project Management Fees previously classified as other income have been 
restated in prior years as Revenue.

                                                 As                   As 
                                         previously           previously 
                                Restated   reported  Restated   reported
                               30-Jun-14  30-Jun-14 31-Dec-14  31-Dec-14
                                   R'000      R'000     R'000      R'000
Statement of Comprehensive
Income
Revenue                                -          -   185 666    181 368
Other income                           -          -       781      5 079

3. Share Consolidation
At a shareholders meeting held on 19 January 2015 it was approved that the
Company’s shares be consolidated by a factor of ten. As notified by a SENS 
dated 23 January 2015 the listing date of the new consolidated shares was 
2 February 2015.

In accordance with IAS 33:28 the number of ordinary shares outstanding has 
been adjusted proportionately for the share consolidation as if this event 
occurred at 30 June 2014. The Basic and Headline Earnings per share for 
the comparative periods have been restated accordingly.

4. Revenue recognition in excess of billings
Revenue recognised in excess of billings comprises the revenue for all
houses that have been sold and are either under construction or completed 
less any progress amounts already invoiced. The R50.179 million as at 
30 June 2015 is a R29.5 million increase relative to the amount as at 
30 June 2014. The increase is due to the general increase in sales and 
production since 2014; the increase of the portion of sales not funded 
through building loans to the individual clients; and due to inter alia: 
Deeds Office, Town Council and administrative delays in the final transfer 
and hand over of houses to clients.

5. Related parties
Shareholders with significant influence: Housing Impact Fund of South
Africa (HIFSA)

The Company has obtained a working capital facility from HIFSA with a 
facility limit of R70 million for permitted projects, construction funding 
and contingency funding. The loan agreement is subject to interest at a 
market related interest rate

                                    30-Jun-15  30-Jun-14        31-Dec-14
                                        R'000      R'000            R'000
Loan Balance                           68 974          -                -
Interest paid                           1 686          -                - 

Review of 2015 interim results
In the last quarter of 2014, a recapitalisation transaction was initiated 
in terms of which R55 million of new share capital was raised and debentures 
in the amount of R31.2 million were converted to equity. The transaction 
was approved and finalised in January 2015.  In addition, a R70 million 
revolving working capital facility was put in place, providing additional 
liquidity for project finance, construction and general contingency 
funding.

Production levels have ramped up from an average of just under 60 start 
orders per month for the first 6 months of 2014 to 93 start orders per 
month for the half year ending June 2015 (2013: 33 per month). Production 
in quarter 2 of 2015 reached levels last achieved in 2007 prior to the 
financial crisis.  The number of construction sites increased from 4 to 
7 over the same period last year.

The Company would like to highlight the following key items in relation to 
the period:

* Revenue was up 48.6% to R141.0 million (2014: R94.9 million)
* Gross profit margin from property development activities increased to 
  19.1% (June 2014: 15.1%)
* Operating costs increased by 20% to R37.9 million (2014 – R31.5 million) 
  in line with scaling up of the business.
* Finance costs increased by 35.5% to R10.7 million (2014: R7.9 million) due
  to increased working capital funding.
* Loss before tax reduced by to R9.9 million (2014: R25.3 million)
* The net asset value of the Group at 30 June 2015 was 29.41 cents (2014: -
  4.35 cents) per share

Profitability
The significant increase in production of freehold houses resulted in a 
90% increase in gross profits from R14.4 million to R27.3 million. Gross 
Profit margins also improved to 19.1% from 15.1% in the same period last 
year and 13.1% for the full 2014 financial year.

The Company reported the first net profit after tax of R 1.8 million since 
June 2012.  The Company recorded breakeven levels of production in a 
number of months over the reporting period and an aggregate loss before 
tax of R9.9 million.  Compared to the R25.3 million loss before tax for 
the same period in 2014, this amounts to a 60.6% decrease in pretax losses 
for the comparable 6 month period.

Business review
Key Activity Indicators
The increased production levels, additional sites and improved building 
efficiencies are evidenced by the indicators in the table below:

                                            6 months   6 months  6 months
                                           30-Jun-15  30-Jun-14 30-Jun-13
Start orders issued                              562        344       196
Freehold houses completed and transferred
to clients in the period                         352        334       262
Individual houses under construction at
period end                                       228        197       139
Bank approved sales during the period            546        461       341
Anticipated approved sales not yet under
construction at period end                       460        340       147

Institutional Housing
The Company has launched its first Institutional Housing (“Res 3”) project 
since 2012 in the reporting period. This is the largest Res 3 project 
undertaken by the company to date and consists of 588 units in the last 6 
months, we have completed the installation of services and top structure 
construction is ramping up rapidly with 24 blocks currently under 
construction. Practical completion of the first 267 units is expected at 
the end of June 2016, with the balance to be completed by the end of March
2017.

The Company secured a second Res 3 opportunity consisting of 224 units. 
Construction on phase 1 (90 of the 224 units) is expected to commence in 
early quarter 1 of 2016, with delivery in quarter 3 of 2016.

The pipeline for further Res 3 opportunities is currently strong, with 
transactions for approximately 1,500 units across 3 projects in the 
process of final negotiations.  With delivery for these units expected to 
run from the last quarter of 2016 through to 2019.
  
                                    Expected   
                         Opening       to be       Total 
                        Serviced    serviced   available
                          Stands     in 2015        2015
Secured*                   1 021         386       1 407
Prospect**                     -           -           -
Total                      1 021         386       1 407
   
                        Expected    Remaining 
                           to be      balance 
                        serviced     expected
                         in 2016   after 2016       Total
Secured*                     532                    1 939
Prospect**                 1 186       10 522      11 708
Total                      1 718       10 522      13 647

Land
During the period the Company continued to improve its freehold land 
pipeline.

Land bank position at 30 June 2015 - freehold houses
 
                                     Expected  
                        Opening         to be          Total 
                       Serviced      serviced      available 
                         Stands       in 2015           2015
Secured*                  1 085           988          2 073
Prospect**                    -             -              -
Total                     1 085           988          2 073

                         Expected   Remaining 
                            to be     balance
                         serviced    expected 
                          in 2016  after 2016         Total
Secured*                    2 211       5 576         9 860
Prospect**                    464      11 526        11 990
Total                       2 675      17 102        21 850

* Opportunities are reflected as secured opportunities where the Company 
directly or indirectly owns the land or in the case of external land 
developers an allocation agreement has already been entered into with a 
landowner.
** Opportunities are reflected as prospects where negotiations are already 
underway and an agreement is expected to be reached with the current 
landowner within a period of approximately six months or where an 
agreement has already been finalised but finance has not yet been secured 
but is expected to be secured within approximately six months.

Sales and Marketing
Sales levels continued to improve with an average of 91 bank approvals per 
month for the first 6 months of the year compared to 76 for the 
comparative period. Cumulative bank approvals for the period reached 546, 
which comprises an 18% increase on the approvals for the same period last 
year of 461.

Increased sales levels have resulted in a pipeline of expected approved 
sales not yet under construction at period end of 460 deals compared to 
340 at the end of June 2014.

Human Capital
At 30 June 2015 the workforce consisted of 608 permanent employees (June
2014 – 660), of which 379 (2014: 461) employees were employed as 
construction staff on our building sites.

The Company continues to use sub-contractors on some of its sites where 
volumes do not warrant the establishment of permanent teams or in order to 
manage risks of interruptions due to gaps between development phases. In 
addition the company uses subcontractors for the construction of Res 3 
projects where peak workloads in an area vary considerably over the life 
of the project.

Appointment of auditors
KPMG was appointed as the Company’s external auditors on 24 August 2015. 
As part of KPMG’s preparation of for the 2015 audit KPMG performed a 
review of the 2015 opening balances. As part of this process the Company 
has considered KPMG’s findings and recommendations and as a result certain 
balances have been restated in the comparable reporting periods set out in 
the condensed financial results set out above. Restatements include 
adjustments to the Deferred Tax Assets accounted for in prior years, a 
reclassification of the Equity Loan reported in the December 2014 accounts 
to Current Liabilities and reclassification of Project Management Fees 
from Other Income to Revenue. The details relating to these restatements 
are set out in the notes to the condensed annual financial statements 
above.

Subsequent events and further fund raising activities
Systems
The Company has made significant progress with the implementation of the
SAGE ERP system which will include modules for manufacturing, procurement, 
payroll administration as well as finance. Implementation is in its final 
phases and the system went live on 1 July 2015.

Working Capital
The Company’s customers are funded by commercial banks and other funding 
providers in the affordable housing sector. A number of funders provide 
finance only on a turnkey basis as opposed to building loans, meaning that 
funding is only advanced in full on completion and final transfer of the 
house to the client.  The Company funds the construction of houses upfront 
and as such requires significant working capital funding to build turnkey 
houses in line with the sales pipeline. The Company’s construction 
receivables volume comprising turnkey houses was approximately 10% of 
total production in the last quarter of 2014 and has grown to over 45% by 
the end of the reporting period. Also, the Company experienced significant 
delays in the registration process of both serviced land as well as 
completed houses due to inter alia town council internal processes that 
have delayed installation of electrical and water meters, in particular in 
Tshwane where three of our largest projects are located and disruptions in 
the Deeds Office in Johannesburg.

Due to the factors set out above, the Company experienced liquidity 
constraints towards the end of the reporting period and the subsequent 
quarter, which has resulted in construction levels temporarily reducing to 
below breakeven levels again.

The Company is currently implementing additional working capital solutions 
target production volumes.

Additional Equity
In addition, the Board plans to raise additional equity funding to better 
position the Company to fund the continued growth expected in 2016 by:
* Improving the equity position of the company that has been negatively
  impacted through the reversal of a significant portion of the Deferred Tax
  Asset and operating losses in the first half of the year; and
* Reducing the gearing and interest costs that have been associated with
  the increased working capital facilities to fund the Company’s growth.

Prospects
Demand for affordable housing remains high

As evidenced by our strong sales pipeline, the number of potential 
customers wanting to purchase freehold houses and applying for home loans 
remains strong and the affordable housing market remains a focal point of 
the major commercial banks.

Strategic initiatives
The strategic focus areas for the business identified by management are:

- Securing additional working capital to continue to increase production 
  in line with the Company’s growth strategy;
- Strengthening the Balance Sheet to reduce gearing and improve Net Asset
  Value to more robust levels;
- Further development to enhance the SAGE ERP System to include management 
  of land and construction planned for 2016 and integrate this with a new 
  CRM system in 2016;
- Continuing to build an improved land bank/project pipeline to ensure 
  sufficient serviced stands are always available for sale and construction;
- Building capacity for the implementation and construction of Res 3 
  buildings for sale to institutional investors;
- Growing additional sources of revenue from clients through the sale of
  financial service offerings e.g. homeowners cover, credit life policies 
  and home loan origination fees; and
- Improving the Company’s BEE credentials.

Dividends
No interim dividend has been declared during the period.

Appreciation
The Group recognises the value of its management teams and staff and 
thanks them for their loyalty and work ethic during the first half of the 
year. We also thank our suppliers, business partners, advisors, clients 
and shareholders for their support for the group. The improvements in the 
Company’s position after many difficult years are becoming increasingly 
evident.

By order of the Board

13 October 2015

L Mokhesi                          A J Rothman
Chairman                           Chief Executive Officer

Corporate information
Executive directors: A J Rothman, A T Schaefer, B A Stegmann, F S le Roux
Independent non-executive directors: L Mokhesi (Chairman), K M Maroga, 
K Hopkins, E Nyandoro
Company Secretary: R Kleyn
Registration number: 1999/009701/06
Registered address: Nedbank Building, Cnr Biccard & Jorissen Street,
Braamfontein, 2017
Postal address: P.O Box 30885, Braamfontein, 2017
Telephone: 011 483 5000
Facsimile: 086 516 0873
Web address: www.rbaholdings.co.za
Transfer secretaries: Computershare Investor Services (Pty) Limited
Auditors: KPMG
Designated Adviser: Exchange Sponsors (2008)(Pty) Limited
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