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ELB GROUP LIMITED - Audited group summarised provisional report for the year ended 30 June 2016

Release Date: 29/09/2016 17:00
Code(s): ELR     PDF:  
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Audited group summarised provisional report for the year ended 30 June 2016

ELB GROUP LIMITED
('ELB', 'the Company' or 'the Group')
Incorporated in the Republic of South Africa
Registration number: 1930/002553/06
Share codes: ELR
ISIN: ZAE000035101

AUDITED GROUP SUMMARISED PROVISIONAL REPORT for the year ended 30 June 2016

-  Net asset value per share down 19% year on year to 2 374 cents
-  Net cash and cash equivalents at year end of R274 million
-  Sales down 30% to R1 783 million
-  Profit for the year decreased by 268% to a loss of R189 million
-  Headline earnings per share down 262% to a loss of 519 cents

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.

The combination of subdued commodity prices, a global economic slowdown, the
deterioration of the rand, a downturn in investor confidence and a low growth
rate in South Africa has put the sectors the Group operates in under severe
pressure. This, together with delayed or cancelled large infrastructure and
capital spend by both public and private sectors, as well as the litigious
environment in which the Group currently operates, has resulted in the Group
experiencing difficult trading conditions.

In recent years the Group has embarked on a number of initiatives to position
itself to achieve sustainable growth, for which returns will typically only be
realised in the future. These initiatives 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.

Amongst others these initiatives include the further diversification by
Engineering Services into providing biomass, gas and energy from waste power
plants up to 50 MW and the development of expertise in the industrial sector,
specifically in the fast moving consumer goods ('FMCG') field. A number of
projects are either currently ongoing or in the pipeline in these fields.

FINANCIAL RESULTS

Due to the project nature of segments of the business there is no consistent
correlation between sales and profits in reporting periods.

The 30% decrease in Group sales for the period from R2 544 million in 2015 to
R1 783 million in 2016 primarily reflects the difficult trading conditions
experienced during the year and the lower activity levels across all of the
Group's operations.

Profit before tax for the year decreased by 257% from a profit before tax of
R160 million in 2015 to a loss before tax of R251 million in 2016.

Profit for the year attributable to ELB shareholders decreased by 261% from an
attributable profit of R92 million in 2015 to an attributable loss of R148
million in 2016.

Total comprehensive income for the year attributable to ELB shareholders
decreased by 251% from an attributable comprehensive income of R84 million in
2015 to an attributable comprehensive loss of R127 million in 2016.

Headline earnings per share for the year decreased by 262% from 321 cents per
share in 2015 to a loss of 519 cents per share in 2016.

The net asset value per share attributable to ordinary shareholders decreased
by 19% from 2 917 cents in 2015 to 2 374 cents in 2016.

The Group has during the year experienced severe margin pressure, substantial
foreign exchange related losses, the costs associated with the closing out of
certain projects, the right sizing of the business, as well as having expensed
the costs associated with the delay in the award of new contracts.

Notwithstanding the results for 2016 the Group has budgeted for a return to
profitability during the coming financial year.

OPERATIONS

Equipment

Equipment sales decreased by 10% from R765 million in 2015 to R687 million in
2016 while profit before tax decreased from R75 million in 2015 to R2 million
in 2016. This decline is as a result of difficult trading conditions, reduced
market demand, severe margin pressure and substantial foreign exchange related
losses due to the further weakening of the rand. The operation is well
positioned to benefit from more favourable trading conditions when they materialise.

Engineering Services

Sales decreased by 47% from R1 444 million in 2015 to R761 million in 2016, but
profit before tax decreased by 324% from a profit of R105 million in 2015, to a
loss of R235 million in 2016. The loss before tax is attributable to a number
of factors, including costs associated with the closing out of certain
projects, which costs include a substantial amount that is subject to a dispute
which the operation is seeking to recover; carrying the costs associated with
the delay in the award of new contracts; prevailing depressed market
conditions; fluctuating commodity prices and project timing, with a number of
projects only being in the early stages of completion, or being deferred.

The B&W Instrumentation and Electrical component of this segment has again made
a significant positive contribution to the segment this year.

Engineering Services has been predominantly focussed on the coal, industrial,
FMCG and power sectors over the past year. The operation also successfully
completed the construction of one of the world's longest single-flight
conveyors.

The project work on hand remains at a satisfactory level with on-going projects
in Angola, Botswana, DRC, Gabon, Ghana, Israel, Liberia, Mozambique, Namibia,
South Africa and Zambia.

Australasia

Sales decreased by 4% from R350 million in 2015 to R336 million in 2016 while
profit before tax decreased from R2 million in 2015 to R1 million in 2016.

The Australasian business has faced difficult trading conditions in the markets
in which it operates and as a consequence has experienced a marginal
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 again proven to be a valuable contributor to the
operation.

The operation 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 R366 million to R274 million. Cash
flow management remains a high priority for the group and ELB works closely
with its bankers, suppliers and customers to ensure the Group continues to
maintain a strong balance sheet at all times.

PROSPECTS

Over the past twenty-four months ELB has invested into a diversification
strategy away from its reliance on the minerals and metals related sectors.
This diversification is predominantly in the FMCG and power industry for plants
less than 50MW. To date this strategy has been well accepted by the market and
a number of projects are underway with good opportunities available in the 
near future.

The Group is targeting a number of imminent opportunities that if successful
should position the Group favourably for the next twenty-four to thirty-six
months. The Group is confident that it can harness the opportunities as they
present themselves and deliver on our strategy.

SOCIAL RESPONSIBILITY

ELB's empowerment partner is the ELB Educational Trust, which was established
to promote the education of black 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

There have been no changes to the board of directors during the 2016 financial
year or to the date of this report.

DIVIDEND

The board has decided not to declare a final dividend (2015 – 67 cents per
ordinary share). The total dividend for the year is therefore 30 cents per
ordinary share versus 97 cents per ordinary share for the 2015 financial year.

GROUP BALANCE SHEET

                                                     30 June 2016     30 June 2015
                                                            R'000            R'000
Assets
Non-current assets                                        367 178          316 612
Property, plant and equipment                             176 859          180 031
Goodwill and intangible assets                             21 789           26 289
Pension fund employer surplus account                      40 263           39 532
Deferred income tax assets                                128 267           70 760 

Current assets                                          1 332 190        1 598 859
Construction contract work not yet billed                 129 742          313 034
Inventories                                               584 718          580 735
Receivables and other current assets                      332 860          313 140
Cash and cash equivalents                                 284 870          391 950
Total assets                                            1 699 368        1 915 471

EQUITY AND LIABILITIES
Equity attributable to ordinary shareholders of ELB       677 772          837 575
Issued capital                                            107 702          107 702
Treasury shares                                          (40 417)         (36 094)
Reserves                                                   81 992           60 233
Retained earnings                                         528 495          705 734
Non-controlling interests                                  84 764          148 664
Total equity                                              762 536          986 239

Non-current liabilities                                    55 481           49 411
Interest bearing borrowings                                35 047           19 006
Provision for trade back commitments                        1 224            2 327
Deferred income tax liabilities                            19 210           28 078 

Current liabilities                                       881 351          879 821
Construction contract liabilities                         186 675           40 103
Interest bearing payables                                 139 018          118 339
Payables and other current liabilities                    544 544          695 841
Bank overdraft                                             11 114           25 538 

Total liabilities                                         936 832          929 232

Total equity and liabilities                            1 699 368        1 915 471

Net asset value per ordinary share (cents)                  2 374            2 917

GROUP STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME

                                                     30 June 2016     30 June 2015
                                                            R'000            R'000
Sales                                                   1 782 718        2 544 394
Operating costs excluding depreciation and
amortisation of non-financial assets                  (2 008 904)      (2 359 582)
Operating (loss)/profit before depreciation and 
amortisation of non-financial assets                    (226 186)          184 812
Depreciation and amortisation of non-financial 
assets                                                   (25 000)         (28 405)

(Loss)/profit from operations                           (251 186)          156 407
Finance income                                             15 661           16 598
Finance expense                                          (15 369)         (12 540)
(Loss)/profit before income tax                         (250 894)          160 465
Income tax credit/(expense)                                61 944         (47 963)
(Loss)/profit for the year                              (188 950)          112 502

(Loss)/profit for the year attributable to:
Ordinary shareholders of ELB                            (147 584)           92 237
Non-controlling interests                                (41 366)           20 265
                                                        (188 950)          112 502
Other comprehensive income                                 24 203         (10 220)
Items that may be reclassified subsequently to
profit or loss
Foreign currency translation reserve adjustments
attributable to ordinary shareholders of ELB               24 968          (7 269)
Income tax effect of adjustments                          (3 818)            1 430
Items that will not be reclassified to profit or
loss
Non-controlling interests in foreign currency
translation adjustments                                     4 310          (1 282)
Foreign currency translation adjustments to  
foreign non-controlling interests                               –          (1 517)
Pension fund employer surplus account  
remeasurements                                            (2 196)          (3 490)
Aeroplane revaluation surplus increase                      1 385              943
Income tax effect of items that will not be  
reclassified to profit or loss                              (446)              965
Total comprehensive income for the year                 (164 747)          102 282

Total comprehensive income attributable to:  
Ordinary shareholders of ELB                            (127 167)           84 462
Non-controlling interests                                (37 580)           17 820
                                                        (164 747)          102 282
Earnings per ordinary share  
Basic earnings per share (cents)                          (516,4)            322,3
Diluted basic earnings per share (cents)                  (515,9)            320,7
Headline earnings per share (cents)                       (519,4)            321,2
Diluted headline earnings per share (cents)               (518,8)            319,7

GROUP STATEMENT OF CHANGES IN EQUITY
                                                    30 June 2016      30 June 2015
                                                           R'000             R'000
Opening balance                                          986 239           913 180
Total comprehensive income for the year                (164 747)           102 282
(Loss)/profit for the year                             (188 950)           112 502
Other comprehensive income                                24 203          (10 220)
Total (distributions to) and contributions by   
owners                                                  (36 032)          (29 223)
Ordinary dividends paid                                 (27 804)          (27 841)
Distributions to non-controlling interests               (3 695)           (3 232)
Equity settled share options expense                           8                43
ELB ordinary shares acquired and held as treasury    
shares                                                   (6 023)                 –
Treasury shares paid up and released to    
participants                                               1 482             1 807
Changes in ownership interests in subsidiaries    
Acquisition of non-controlling interests                (22 924)                 –
Closing balance                                          762 536           986 239

Comprising:
Issued capital                                           107 702           107 702
Treasury shares                                         (40 417)          (36 094)
Reserves                                                  81 992            60 233
Retained earnings                                        528 495           705 734
Equity attributable to ordinary shareholders of
ELB                                                      677 772           837 575
Non-controlling interests                                 84 764           148 664
Total equity                                             762 536           986 239

GROUP STATEMENT OF CASH FLOWS

                                                    30 June 2016      30 June 2015
                                                           R'000             R'000
Operating activities
Net cash (outflow)/inflow from operating
activities before dividends and distributions paid      (44 807)             3 444
Dividends and distributions paid                        (31 499)          (31 073)
Net cash outflow from operating activities              (76 306)          (27 629)
Net cash outflow from investing activities               (8 421)          (23 834)
Net cash outflow from financing activities              (18 978)             (700)
Decrease in cash and cash equivalents                  (103 705)          (52 163)
Cash and cash equivalents at the beginning of the year   366 412           422 792
Effect of exchange rate movements on cash
balances                                                  11 049           (4 217)
Cash and cash equivalents at the end of the year         273 756           366 412

SEGMENT INFORMATION

                                                                              Consol-
                                                                              idation
                                         Engineer-                                and
                                 Equip-         ing   Austral-                Elimin-
                      Total        ment    Services       asia    Central       ation
                      R'000       R'000       R'000      R'000      R'000       R'000
Year ended 
30 June 2016
Sales
External
sales             1 782 718     685 868     761 053    335 785         12           –
Inter segment             –         921           –          –          –       (921)
As reported    
in profit or    
loss              1 782 718     686 789     761 053    335 785         12       (921)

(Loss)/profit  
before income  
tax               (250 894)       1 576   (235 193)        500   (18 974)       1 197
Assets            1 699 368     747 284     566 931    336 970    120 588    (72 405)
Liabilities         936 832     382 630     467 822    129 714     22 947    (66 281) 

Year ended 
30 June 2015 -   
(restated)   
Sales   
External   
sales             2 544 394     751 831   1 442 731    349 807         25          –
Inter segment             –      13 216       1 600          –          –   (14 816)
As reported       2 544 394     765 047   1 444 331    349 807         25   (14 816) 
in profit or  
loss   

Profit/(loss)  
before income  
tax                 160 465      74 868     105 434      1 682   (21 636)        117
Assets            1 915 471     811 028     725 642    345 248    129 951   (96 398)
Liabilities         929 232     399 095     429 378    143 799     21 064   (64 104)
 
Restatement

During the year, the Group amended the composition of its reportable segments
to align it with the information now provided to the chief operating decision
maker in order to better present these activities. Group investment entities
and administrative functions are now grouped together in a segment called Central.

An investment company, previously reported within the Australasian segment, has
been reclassified and is now reported within the Central segment. Accordingly,
the Group has restated the operating segment information for the prior year to
align with the current year's reporting structures.

HEADLINE EARNINGS, SHARES IN ISSUE AND PER SHARE MEASUREMENTS

                                                    30 June 2016    30 June 2015
                                                           R'000           R'000
CALCULATION OF HEADLINE EARNINGS
(Loss)/profit attributable to ordinary
shareholders of ELB                                    (147 584)          92 237
Deduct: Items excluded from headline earnings
as detailed below:
                                                             847             288
Profit on disposal of plant and equipment                  1 399             544
Income tax effect on profit on disposal of
plant and equipment                                        (402)           (144)
Non-controlling interests in profit on disposal
of plant and equipment                                     (150)           (112)

Headline earnings                                      (148 431)          91 949

WEIGHTED AVERAGE NUMBER OF ORDINARY SHARES IN
ISSUE ('000)
Number of shares in issue at the beginning of
the year                                                  35 824          35 824
Less effect of treasury shares in Group
entities at the beginning of the year                    (7 112)         (7 254)
Basic number of shares in issue at the
beginning of the year                                     28 712          28 570
Weighted average effect of changes during the year
Shares acquired and held as treasury shares                (156)               -
Treasury shares released to share scheme
participants                                                  22              52
Weighted average number of shares in issue                28 578          28 622
Effect of outstanding share options                           31             139
Diluted weighted average number of shares in issue        28 609          28 761

BASIC NUMBER OF SHARES IN ISSUE AT THE END OF THE YEAR
Ordinary shares in issue ('000's)                         35 824          35 824
Deduct: Treasury shares in issue ('000's)                  7 270           7 112              
Ordinary shares in issue on which net asset                 
value per ordinary share is calculated                    28 554          28 712                
Earnings per ordinary share (cents)                 
- basic                                                  (516,4)           322,3
- diluted                                                (515,9)           320,7                
Headline earnings per ordinary share (cents)                   
- basic                                                  (519,4)           321,2
- diluted                                                (518,8)           319,7            
Net asset value per ordinary share (cents)                 2 374           2 917                
Dividends declared for the year per ordinary                  
share (cents)                                                 30              97

NOTES

BASIS OF PREPARATION AND ACCOUNTING POLICIES

The summarised 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 applicable to summary financial
statements. The JSE Limited 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 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 Group financial
statements from which the summarised financial statements were derived are in
terms of IFRS and are consistent with those accounting policies applied in the
preparation of the previous Group financial statements.

There are no new, revised or amended accounting standards, effective from 
1 July 2015, applicable to the Group.

RELATED PARTY TRANSACTIONS

Group entities entered into various sale and purchase transactions with related
parties in the Group in the ordinary course of business, the nature of which
was consistent with those previously reported. All transactions and balances
with these related parties have been eliminated in the consolidated results.

Elbquip Holdings Pty Limited, a subsidiary in the Group, acquired for cash, the
non-controlling interests in its Australasian operations for an amount of 
R23 million, effective from 1 July 2015.

FAIR VALUES

The Group measures foreign currency forward exchange contracts at fair value
using inputs as described in Level 2 of the fair value hierarchy. The fair
values for foreign currency 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 period.

CAPITAL EXPENDITURE INCURRED AND FUTURE CAPITAL EXPENDITURE COMMITMENTS

Capital expenditure of R12 million (2015: R28 million) was incurred during the
year on property, plant and equipment. There were capital expenditure
commitments amounting to R3 million for the acquisition of office and computer
equipment (2015: There were no material capital expenditure commitments).

CONTINGENCIES

The Group operates in the engineering contracting business and is exposed to
the risks associated with engineering contracts which does from time to time
include the need to resolve disputes by way of mediation, arbitration and if
need be, litigation. These risks are managed on the basis of limited liability
and appropriate insurances.

A subsidiary is currently involved in a dispute with a client over claims that
it seeks to recover. It has also received a counter claim from the client for
contract delays, which claim has been rejected. It is too early in the process
to determine the outcomes of the disputes and the financial impact.

FINANCIAL PREPARATION AND INDEPENDENT AUDIT

This summary report is extracted from audited information, but is not itself
audited. The financial statements were audited by KPMG Inc., who expressed an
unmodified opinion thereon. The audited 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 provisional
report and the financial information has been correctly extracted from the
underlying financial statements. The preparation of the Group financial
statements from which the summarised financial statements were derived was
supervised by the group financial director, Michael Easter CA(SA).

POST BALANCE SHEET EVENTS

There were no significant events arising between the end of the financial year
and the date of these financial statements which materially affect the
financial position or results of the Group or Company.

On behalf of the Board

Dr Stephen Meijers
Chief Executive Officer
ELB Group and ELB Engineering Services

Peter Blunden
Chief Executive Officer
ELB Equipment

Michael Easter
Group Financial Director
ELB Group

Boksburg
26 September 2016

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 Proprietary Limited
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 & Rivonia Road, Sandton, 2196

Directors
AG Fletcher (chairman), Dr SJ Meijers (group chief executive and chief
executive - ELB Engineering Services), PJ Blunden (chief executive - ELB
Equipment), MC Easter (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

Release date
The audited group summarised provisional report was released on 29 September
2016.



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