Stock Exchange News Service

SSK                                                                             
SSK - Stefanutti Stocks Holdings Limited - Reviewed condensed consolidated      
interim results for the six months ended 31 August 2010                         
STEFANUTTI STOCKS HOLDINGS LIMITED                                              
("Stefanutti Stocks" or "the company" or "the group")                           
(Registration number 1996/003767/06)                                            
Share code: SSK    ISIN: ZAE000123766                                           
REVIEWED CONDENSED CONSOLIDATED INTERIM RESULTS FOR THE SIX MONTHS ENDED 31     
AUGUST 2010                                                                     
- Revenue down 9%                                                               
- HEPS down 14%                                                                 
- Cash on hand R1,1 billion                                                     
- Interim dividend of 20 cents per share                                        
- Order book of R6,8 billion                                                    
STATEMENT OF COMPREHENSIVE INCOME                                               
                                  Reviewed    Reviewed      Audited             
six months  six months    12 months           
                                  ended       ended         ended               
                                  31 August   31 August     28 February         
                        %         2010        2009          2010                
decrease  R`000       R`000         R`000               
Revenue                  (9)       3 631 933   4 000 106     7 471 412          
Contract revenue         (9)       3 581 030   3 936 682     7 365 023          
Earnings before                                                                 
interest, taxation,                                                             
depreciation and                                                                
amortisation (EBITDA)    (8)       295 626     320 786       657 337            
Depreciation                       (69 571)    (56 485)      (138 587)          
Amortisation of                                                                 
intangible assets                  (4 219)     (7 175)       (18 005)           
Operating profit                                                                
before investment                                                               
income                   (14)      221 836     257 126       500 745            
Investment income                  34 111      44 695        85 518             
Share of profits from                                                           
associate companies                267         138           973                
Operating profit                                                                
before finance costs               256 214     301 959       587 236            
Finance costs                      (12 447)    (16 574)      (25 288)           
Profit before taxation             243 767     285 385       561 948            
Taxation                           (77 876)    (87 306)      (172 703)          
Profit for the period              165 891     198 079       389 245            
Other comprehensive                                                             
income                             (22 958)    (44 446)      (42 345)           
Exchange differences                                                            
on translating foreign                                                          
operations                         (22 958)    (44 446)      (42 345)           
Total comprehensive                                                             
income for the period              142 933     153 633       346 900            
Profit attributable                                                             
to:                                                                             
Equity holders of the                                                           
company                  (15)      165 891     196 304       384 774            
Non-controlling                                                                 
interest                           -           1 775         4 471              
                        (16)      165 891     198 079       389 245             
Total comprehensive                                                             
income attributable                                                             
to:                                                                             
Equity holders of the                                                           
company                            142 933     151 858       342 429            
Non-controlling                                                                 
interest                           -           1 775         4 471              
                                  142 933     153 633       346 900             
Earnings per share                                                              
(cents)                            96,26       111,94        220,14             
Diluted earnings per                                                            
share (cents)                      88,20       104,37        204,58             
Commentary to the                                                               
statement of                                                                    
comprehensive income                                                            
Headline earnings                                                               
reconciliation                                                                  
Profit after taxation                                                           
attributable to equity                                                          
holders of the company             165 891     196 304       384 774            
Adjusted for:                                                                   
Gain on bargain                                                                 
purchase option                    -           (1 154)       (1 154)            
Loss on disposal of                                                             
subsidiary                         -           -             1 700              
(Profit)/loss on                                                                
disposal of plant and                                                           
equipment                          (746)       (273)         9 243              
Goodwill impairment                -           -             1 992              
Tax effect of                                                                   
adjustments                        209         76            (2 588)            
Total non-controlling                                                           
interest of                                                                     
adjustments                        -           4             (1 852)            
Headline earnings        (15)      165 354     194 957       392 115            
Normalised headline                                                             
earnings                                                                        
reconciliation                                                                  
Headline earnings                  165 354     194 957       392 115            
Adjusted for:                                                                   
Amortisation of                                                                 
intangibles                        4 219       7 175         16 013             
Tax effect of                                                                   
adjustments                        (1 179)     (1 933)       (4 482)            
Total non-controlling                                                           
interest of                                                                     
adjustments                        -           (81)          (577)              
Normalised headline                                                             
earnings                 (16)      168 394     200 118       403 069            
Number of weighted                                                              
average shares in                                                               
issue                              172 335 918 175 369 440   174 787 507        
Number of diluted                                                               
weighted average                                                                
shares in issue                    188 080 746 188 080 746   188 080 746        
Earnings per share                                                              
(cents)                  (14)      96,26       111,94        220,14             
Diluted earnings per                                                            
share (cents)            (15)      88,20       104,37        204,58             
Headline earnings per                                                           
share (cents)            (14)      95,95       111,17        224,34             
Diluted headline                                                                
earnings per share                                                              
(cents)                  (15)      87,92       103,66        208,48             
Normalised headline                                                             
earnings per share                                                              
(cents)                  (14)      97,71       114,11        230,61             
Diluted normalised                                                              
headline earnings per                                                           
share (cents)            (16)      89,53       106,40        214,31             
STATEMENT OF FINANCIAL POSITION                                                 
                                  Reviewed     Reviewed     Audited             
at           at           at                  
                                  31 August    31 August    28 February         
                                  2010         2009         2010                
                                  R`000        R`000        R`000               
ASSETS                                                                          
Non-current assets                 2 069 122    2 034 170    2 018 076          
Property, plant and equipment      855 266      800 013      791 865            
Investment property                45 474       -            34 337             
Goodwill and intangible assets     1 135 119    1 157 426    1 126 547          
Investment in associates           18 598       17 451       18 123             
Other investments                  2 367        -            1 901              
Deferred taxation                  12 298       59 280       45 303             
Current assets                     2 908 341    3 127 775    3 009 707          
Bank balances                      1 150 918    1 330 068    1 351 998          
Other current assets               1 741 710    1 791 708    1 635 943          
Taxation                           15 713       5 999        21 766             
Total assets                       4 977 463    5 161 945    5 027 783          
EQUITY AND LIABILITIES                                                          
Capital and reserves               1 731 291    1 584 756    1 683 632          
Ordinary shareholders` interest    1 731 291    1 565 818    1 681 457          
Non-controlling interest           -            18 938       2 175              
Non-current liabilities            168 124      205 376      176 729            
Interest-bearing liabilities       118 558      126 976      108 477            
Non-interest bearing liabilities   4 762        -            -                  
Deferred taxation                  44 804       78 400       68 252             
Current liabilities                3 078 048    3 371 813    3 167 422          
Bank overdraft                     25 533       1 270        4 394              
Other current liabilities          1 696 526    1 949 104    1 658 686          
Provisions                         1 319 519    1 308 706    1 449 735          
Taxation                           36 470       112 733      54 607             
Total equity and liabilities       4 977 463    5 161 945    5 027 783          
Total number of net shares in                                                   
issue                              171 500 010  174 558 683  172 476 565        
Net asset value per share (cents)  1 009,50     897,01       974,89             
STATEMENT OF CASH FLOWS                                                         
                                   Reviewed    Reviewed    Audited              
six months  six months  12 months            
                                   ended       ended       ended                
                                   31 August   31 August   28 February          
                                   2010        2009        2010                 
R`000       R`000       R`000                
Cash generated from operations      115 159     386 146     792 052             
Interest received                   32 051      44 695      83 838              
Finance costs                       (12 447)    (16 574)    (25 288)            
Dividends paid                      (77 660)    (116 445)   (159 409)           
Dividends received                  2 060       -           1 680               
Taxation paid                       (69 461)    (46 605)    (192 930)           
Secondary tax on companies paid     (8 463)     (11 987)    (18 936)            
Cash flows from operating                                                       
activities                          (18 761)    239 230     481 007             
Expenditure to maintain operating                                               
capacity                            (65 519)    (55 278)    (16 226)            
Expenditure for expansion           (107 615)   (110 784)   (310 447)           
Cash flows from investing                                                       
activities                          (173 134)   (166 062)   (326 673)           
Cash flows from financing                                                       
activities                          (4 864)     (33 032)    (92 611)            
Net (decrease)/increase in cash                                                 
for period                          (196 759)   40 136      61 723              
Effect of exchange rate changes on                                              
cash and cash equivalents           (25 460)    (45 215)    (47 996)            
Cash at beginning of period         1 347 604   1 333 877   1 333 877           
Net cash at end of period           1 125 385   1 328 798   1 347 604           
SEGMENT INFORMATION                                                             
R`000                                   Roads and     Other                       
                 Structures  Building  Earthworks  segments  Total              
31 August 2010                                                                  
Contract revenue                                                                
966 840     1 729 279 518 295     366 616   3 581 030          
Intersegment                                                                    
contract                                                                        
revenues          56 387      -         52 547      39 381    148 315           
Reportable                                                                      
segment profit    62 024      56 660    41 796      5 411     165 891           
31 August 2009                                                                  
Contract revenue                                                                
1 231 795   1 856 339 572 307     276 241   3 936 682          
Intersegment                                                                    
contract                                                                        
revenues          23 379      -         24 011      33 682    81 072            
Reportable                                                                      
segment profit    77 502      66 778    52 071      1 728     198 079           
28 February 2010                                                                
Contract revenue                                                                
2 098 888   3 688 062 1 104 302   473 771   7 365 023          
Intersegment                                                                    
contract                                                                        
revenues          63 720      -         46 508      81 337    191 565           
Reportable                                                                      
segment profit    135 390     136 359   104 713     12 783    389 245           
STATEMENT OF CHANGES IN EQUITY                                                  
                      Issued                   Foreign                          
capital        Share-    currency                         
                      and            based     translation  Revaluation         
R`000                  premium        payments  reserve      surplus            
Balance at 1 March                                                              
2009 audited           1 055 997      31 577    42 630       4 997              
Treasury shares                                                                 
acquired               (14 077)       -         -            -                  
Employee share                                                                  
options                -              9 457     -            -                  
Total comprehensive                                                             
income                 -              -         (44 446)     -                  
Non-controlling                                                                 
interests acquired     -              -         -            -                  
Dividends paid         -              -         -            -                  
Balance at 31 August                                                            
2009 reviewed          1 041 920      41 034    (1 816)      4 997              
Treasury shares                                                                 
acquired               (21 302)       -         -            -                  
Employee share                                                                  
options                -              6 783     -            -                  
Realisation of share-                                                           
based payment                                                                   
reserve                -              (87)      -            -                  
Total comprehensive                                                             
income                 -              -         2 101        -                  
Non-controlling                                                                 
interests acquired     -              -         -            -                  
Dividends paid         -              -         -            -                  
Balance at 28                                                                   
February 2010                                                                   
audited                1 020 618      47 730    285          4 997              
Treasury shares                                                                 
acquired               (9 335)        -         -            -                  
Employee share                                                                  
options                -              4 698     -            -                  
Total comprehensive                                                             
income                 -              -         (22 958)     -                  
Non-controlling                                                                 
interests acquired     -              -         -            -                  
Dividends paid         -              -         -            -                  
Balance at 31 August                                                            
2010 reviewed          1 011 283      52 428    (22 673)     4 997              
                                                                                
                                 Ordinary      Non-         Capital             
Retained   shareholders` controlling  and                 
R`000                  earnings   interest      interest     reserves           
Balance at 1 March                                                              
2009 audited           438 848    1 574 049     39 209       1 613 258          
Treasury shares                                                                 
acquired               -          (14 077)      -            (14 077)           
Employee share                                                                  
options                -          9 457         -            9 457              
Total comprehensive                                                             
income                 196 304    151 858       1 775        153 633            
Non-controlling                                                                 
interests acquired     (39 017)   (39 017)      (21 865)     (60 882)           
Dividends paid         (116 452)  (116 452)     (181)        (116 633)          
Balance at 31 August                                                            
2009 reviewed          479 683    1 565 818     18 938       1 584 756          
Treasury shares                                                                 
acquired               -          (21 302)      -            (21 302)           
Employee share                                                                  
options                -          6 783         -            6 783              
Realisation of share-                                                           
based payment                                                                   
reserve                87         -             -            -                  
Total comprehensive                                                             
income                 188 470    190 571       2 696        193 267            
Non-controlling                                                                 
interests acquired     (17 447)   (17 447)      (19 459)     (36 906)           
Dividends paid         (42 966)   (42 966)      -            (42 966)           
Balance at 28                                                                   
February 2010                                                                   
audited                607 827    1 681 457     2 175        1 683 632          
Treasury shares                                                                 
acquired               -          (9 335)       -            (9 335)            
Employee share                                                                  
options                -          4 698         -            4 698              
Total comprehensive                                                             
income                 165 891    142 933       -            142 933            
Non-controlling                                                                 
interests acquired     (10 804)   (10 804)      (2 175)      (12 979)           
Dividends paid         (77 658)   (77 658)      -            (77 658)           
Balance at 31 August                                                            
2010 reviewed          685 256    1 731 291     -            1 731 291          
Basis of preparation                                                            
The reviewed condensed consolidated interim financial statements have been      
prepared in accordance with International Financial Reporting Standards         
("IFRS"), and in terms of IAS 34 - Interim Financial Reporting, the AC 500      
standards as issued by the Accounting Practice Board and in compliance with     
the Listings Requirements of the JSE Limited and the South African Companies    
Act (1973). These accounting policies used in the preparation of these interim  
results are consistent with those used in the annual financial statements for   
the year ended 28 February 2010.                                                
Auditor`s review                                                                
The condensed consolidated interim results have been reviewed by the company`s  
auditors, Mazars. Their unqualified review opinion is available for inspection  
at the company`s registered office. Their review was conducted in accordance    
with ISRE 2410 "Review of interim financial information performed by the        
independent auditor of the entity".                                             
COMMENTARY                                                                      
Overview of results                                                             
The directors present the reviewed results for the six months ended 31 August   
2010 ("the period"). The group continues to adopt a principle of effective and  
informative reporting, in line with reporting standards and industry norms.     
Reduced top and bottom line growth reflect competitive trading conditions,      
delayed contract awards and contract cancellations. Notwithstanding these       
factors the group has delivered a commendable performance in the current        
economic environment, in line with the trading statement dated 11 October       
2010.                                                                           
Earnings per share and diluted headline earnings per share reduced by 14% and   
15%, respectively, from the comparative period. Revenue and EBITDA contracted   
marginally by 9% and 8%, respectively. The group achieved an operating margin   
of 6,2% (August 2009: 6,5%) equating to operating profit of R221,8 million      
(August 2009: R257,1 million).                                                  
The group`s financial position has remained sound with R1,1 billion cash on     
hand and nil net gearing.                                                       
An interim dividend of 20,0 cents (August 2009: 25,0 cents) has been declared,  
which is consistent with the group`s current dividend policy.                   
Stefanutti Stocks` order book stands at R6,8 billion (February 2010: R6,2       
billion).                                                                       
Review of operations                                                            
Structures                                                                      
This encompasses the group`s civil engineering, geotechnical and marine         
capabilities. Contract revenue declined from R1,2 billion in the comparative    
period to R0,9 billion, with an anticipated improvement in the next period.     
The business unit improved its operating margin to 7,8% from 7,6%.              
Looking to the longer term, the resources sector is showing signs of growth as  
evidenced in increasing feasibility studies for mining houses. As a result a    
number of long-lead projects are expected to come to tender. Structures         
intends to continue its geographical expansion into Africa.                     
Large-scale projects underway include Kusile Power Station (Stefanutti Stocks   
- Geotechnical and Civils combined portion - R658 million), with the potential  
for future work. The Ben Schoeman Dock project (Stefanutti Stocks portion R253  
million) is on track and completion is expected in 2012. Work on the R577       
million Grootegeluk Coal Mine contract is in the initial phase.                 
Building                                                                        
Building services the full scope of building construction. The business unit    
reported a 7% drop in contract revenue to R1,7 billion, but improved operating  
margins to 3,9% from 3,7% at August 2009, despite competitive trading           
conditions in South Africa. These conditions were offset to an extent by        
securing more profitable work in the rest of Africa. However increasing         
competition in traditional tender markets, exacerbated by returning capacity    
in the wake of the global economic downturn, will contribute to margin          
squeeze.                                                                        
During the period the Inland operations successfully completed, amongst other   
projects, the R400 million I`Langa Shopping Mall in Nelspruit and the R300      
million A-grade office block for FNB in Johannesburg. Construction is           
currently underway on the Shoprite distribution centre in Centurion and         
pharmaceutical facilities for Adcock Ingram in Midrand. In the Coastal          
operations a 220-room Southern Sun Hotel was successfully concluded during the  
period while work on the R220 million Unilever packaging plant and a R200       
million Shoprite Distribution Centre is progressing well.                       
Building continues to leverage its existing footprint across Africa to achieve  
growth. Recent contract awards in Malawi, Mozambique and Botswana are           
successfully offsetting declining revenue in South Africa.                      
International                                                                   
Market conditions in the Middle East remain difficult with limited activity     
resulting in fewer new contracts and fierce competition.                        
Roads and Earthworks                                                              
Roads and Earthworks also saw contract revenue slow down to R518 million from     
R572 million with a reduction in margin to 12,3% from 13,8%. The R220 million   
Optimum Water reclamation project is nearing completion while work on the       
Lusip Tertiary Distribution and the Kusile Power Station contract is            
progressing well.                                                               
The ageing roads infrastructure countrywide will continue to demand             
rehabilitation and expansion. SANRAL expenditure is, however, expected to dip   
temporarily in 2011/12 before recovering. Roads and Earthworks will look to       
counter increased competition in South Africa with expansion into Africa.       
Mining Services                                                                 
The business unit includes:                                                     
- mine residue disposal facilities and open pit contract mining across South    
Africa ("Mining"); and                                                          
- mechanical, electrical, instrumentation and powerline distribution            
operations ("MEIP").                                                            
Mining Services increased contract revenue to R366 million from R276 million.   
Due to increasing competition in a contracting market, operating profit         
reduced from R34 million to R24 million. Challenges in securing new contracts,  
due mainly to client delays as well as inability to conclude firm contract      
mining offtake agreements resulted in a negative impact on performance.         
Major projects currently underway include the R150 million Khumani Iron Ore     
Expansion contract for Assmang Limited and the R73 million Burstone Tailings    
Storage contract for Great Basin Gold. MEIP is expected to benefit from         
Eskom`s expansion, specifically related to power distribution.                  
Concessions                                                                     
Despite National Treasury`s intention to spend R27,5 billion on infrastructure  
PPPs over the next three years, very little has found its way into the market.  
Consequently the group is exploring possible expansion into the rest of Africa  
and participation in toll-road projects.                                        
Health and safety                                                               
During the period the group achieved a Disabling Injury Frequency Rate          
("DIFR") of 0,29. Stefanutti Stocks remains committed to higher safety          
standards for all employees across all disciplines.                             
Acquisitions                                                                    
In line with strategy the group acquired the remaining minority interests in    
SandB Construcoes (Moc) Lda. In addition, the group acquired certain business     
operations of RGF Power Projects CC ("RGF") and a 100% shareholding in Apollo   
EandI Construction (Pty) Ltd ("Apollo EandI").                                      
                                             RGF            Apollo EandI          
Acquisition date                              12 April 2010  1 June 2010        
Voting equity %                               -              100                
At acquisition values                         R`000          R`000              
Non-current assets                            3 688          10 407             
Current assets                                -              47 069             
Non-current liabilities                       -              (2 192)            
Current liabilities                           -              (45 747)           
Net asset value                               3 688          9 537              
Cost of acquisition                           5 875          19 691             
Goodwill arising                               2 187         10 154             
Cash paid                                     5 875          19 691             
Revenue for the period 1 March 2010 to 31                                       
August 2010                                   -              81 090             
Loss for the period 1 March 2010 to 31                                          
August 2010                                   -              (5 601)            
Revenue since acquisition                     -              43 914             
Loss since acquisition                        -              (199)              
It is impractical to report any revenue, profit or loss for RGF as only fixed   
assets and expertise were acquired and integrated into existing business        
operations.                                                                     
These acquisitions were conducted to expand the group`s capacity and the net    
asset value of receivables acquired equals their fair value.                    
Other than the acquisition of non-controlling interests in SandB Construcoes      
(Moc) Lda, the group had no other material related party transactions.          
Future outlook                                                                  
With its firm cash position, healthy order book and broad services offering     
the group is well-positioned to withstand uncertainty in the current market     
and capitalise on improving conditions.                                         
Our short- to medium-term outlook (12-18 months) for the construction sector    
remains conservative. However, current tender activity, enquiries and           
interaction with clients indicate gradually improving confidence levels which   
is encouraging for the sector. Growth opportunities will be driven by public    
sector demand for infrastructure in water, electricity, roads, harbours, rail   
and petrochemical in both South Africa and Africa, provided procurement and     
payment bottlenecks can be overcome.                                            
The group`s client base is widely spread over the public and private sector,    
thereby avoiding over-dependence on any one segment. Further, Stefanutti        
Stocks` multi-disciplinary services offering and geographic footprint position  
the group to counter regional and sector specific downturns.                    
Dividend declaration                                                            
Notice is hereby given that an interim dividend of 20,0 cents per share (2009:  
25,0 cents) has been declared.                                                  
Last day to trade cum dividend                  Friday, 3 December 2010         
Shares trade ex dividend                        Monday, 6 December 2010         
Record date                                     Friday, 10 December 2010        
Payment date                                    Monday, 13 December 2010        
Share certificates may not be dematerialised or rematerialised between Monday,  
6 December 2010 and Friday, 10 December 2010, both dates inclusive.             
Secondary Taxation on Companies is expected to amount to R3,8 million.          
Appreciation                                                                    
We thank our management and staff for their unwavering commitment during        
challenging times. We also extend our appreciation to our business associates,  
customers and shareholders for their ongoing support.                           
On behalf of the board                                                          
Gino Stefanutti                   Willie Meyburgh                               
Chairman                          Chief Executive Officer                       
10 November 2010                                                                
Directors:                                                                      
B Stefanutti (Chairman)*                                                        
W Meyburgh (Chief Executive Officer)                                            
D Quinn (Chief Financial Officer)                                               
S Ackerman                                                                      
S Pell                                                                          
N Canca*#                                                                       
K Eborall*#                                                                     
H Mashaba*                                                                      
M Mkwanazi*#                                                                    
B Sithole*                                                                      
J Fizelle* (alternate to B Sithole)                                             
*Non-executive director                                                         
Irish                                                                           
# Independent                                                                   
Registered office:                                                              
Protec Park                                                                     
Cnr Zuurfontein and Oranjerivier Drive                                            
Kempton Park, 1619                                                              
(PO Box 12394, Aston Manor, 1630)                                               
Corporate adviser and sponsor:                                                  
Bridge Capital Advisors (Pty) Limited                                           
2nd Floor, 27 Fricker Road                                                      
Illovo Boulevard                                                                
Illovo, 2196                                                                    
(PO Box 651010, Benmore, 2010)                                                  
Transfer secretaries:                                                           
Computershare Investor Services (Pty) Limited                                   
70 Marshall Street, Johannesburg, 2001                                          
(PO Box 61051, Marshalltown, 2107)                                              
Company secretary:                                                              
W Somerville                                                                    
20 Lurgan Road                                                                  
Parkview, 2193                                                                  
www.stefanuttistocks.com                                                        
Date: 10/11/2010 07:05:02 
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