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Fri 18 Dec 2009, 17:30 RAC - Racec Group Limited - Audited Financial Results for the year ended 30
RAC
RAC                                                                             
RAC - Racec Group Limited - Audited Financial Results for the year ended 30     
September 2009                                                                  
RACEC GROUP LIMITED                                                             
Incorporated in the Republic of South Africa                                    
(Registration number: 1998/006153/06)                                           
Share code: RAC        ISIN: ZAE000105409                                       
("RACEC" or "the Company" or "the Group")                                       
Audited Financial Results                                                       
for the year ended 30 September 2009                                            
CONDENSED CONSOLIDATED INCOME STATEMENT                                         
                                               Audited     Audited              
year ended  year ended           
                                               30          30                   
                                               September   September            
                                               2009          2008               
R`000       R`000                
                                                                                
Revenue                                          344 647    383 840             
Cost of sales                                    (284 385)  (301                
985)                 
Gross profit                                     60 262     81 855              
                                                                                
Other income                                     258        71                  
Other expenses                                   (68 937)   (55 352)            
Net (loss)/profit before investment revenue,     (8 417)    26 574              
finance costs and taxation                                                      
Investment revenue                               1 262      3 122               
Finance costs                                    (8 267)    (5 700)             
                                                                                
(Loss)/Profit before taxation                    (15 422)   23 996              
Taxation                                         2 227      (7 837)             
(Loss)/Profit for the year                       (13 195)   16 159              
                                                                                
Attributable to:                                                                
Equity holders of the parent                     (13 159)   14 904              
Minority interest                                (36)       1 255               
                                                (13 195)   16 159               
(LOSS)/EARNINGS PER SHARE (CENTS) (refer note 7)                                
Basic                                              (12.6)  15.0                 
Diluted basic                                      (12.6)  15.0                 
Headline                                           (12.3)  16.0                 
Diluted headline                                   (12.3)  16.0                 
Weighted average number of ordinary shares in     104 129   99 200              
issue (`000)                                                                    
Fully diluted weighted average number of          104 129   99 200              
ordinary shares in issue (`000)                                                 
SEGMENTAL REPORT                                                                
Administr  Electric  Rail      Total              
                              ative      al        construc R`000               
                              investmen  services  tion                         
                              t and      R`000     R`000                        
plant                                             
                              hire                                              
                              R`000                                             
Business segment                                                                
Audited - year ended 30                                                         
September 2009                                                                  
Revenue                        189        238 715   105 743  344 647            
Loss before tax                (5 506)    (3 486)   (6 430)  (15 422)           

Audited - year ended 30                                                         
September 2008                                                                  
Revenue                        -          212 072   171 768  383 840            
(Loss)/Profit before tax       (29 161)   25 168    27 989   23 996             
                                                                                
                                                                                
                              Western    KwaZulu-  Gauteng   Total              
Cape       Natal*    R`000    R`000               
                              R`000      R`000                                  
Geographical segment                                                            
Audited - year ended 30                                                         
September 2009                                                                  
Revenue                        263 417    -         81 230   344 647            
Loss before tax                (6 079)    -         (9 343)  (15 422)           
                                                                                
Audited - year ended 30                                                         
September 2008                                                                  
Revenue                        248 582    15 170    120 088  383 840            
Profit/(Loss) before tax       17 158     (478)     7 316    23 996             

*The KwaZulu-Natal division did not meet the required criteria for separate     
disclosure in the current year and has been included in the Gauteng division.   
CONDENSED CONSOLIDATED BALANCE SHEET                                            
Audited as                    
                                                  at 30        Audit            
                                                  September    ed as            
                                                  2009  R`000  at 30            
Septe            
                                                               mber             
                                                               2008             
                                                               R`000            
ASSETS                                                                          
Non-current assets                                   73 485       63            
                                                                 784            
- Property, plant and equipment                      59 914       55            
984            
- Investment property                                351          351           
- Intangible assets                                  10 452       6             
                                                                 957            
- Loans to shareholders                              -            39            
- Loans to related parties                           171          111           
- Deferred tax assets                                2 597        342           
Current assets                                       110 027      125           
788            
- Inventories                                        23 931       30            
                                                                 234            
- Trade and other receivables                        63 575       83            
560            
- Tax receivable                                     1 796        -             
- Cash and cash equivalents                          20 725       11            
                                                                 994            

Total assets                                         183 512      189           
                                                                 572            
                                                                                
EQUITY AND LIABILITIES                                                          
Capital and reserves                                 48 374       62            
                                                                 657            
- Equity attributable to equity holders of the       48 305       58            
parent                                                            266           
- Minority shareholders` interest                    69           4             
                                                                 391            
Non-current liabilities                              54 636       22            
424            
- Loans from related parties                         35 498       -             
- Other financial liabilities                        13 530       15            
                                                                 892            
- Share-based payments                               3 210        2             
                                                                 874            
- Deferred tax liabilities                           2 398        3             
                                                                 658            
Current liabilities                                  80 502       104           
                                                                 491            
- Loans from related parties                         577          673           
- Other financial liabilities                        9 124        6             
985            
- Current tax payable                                3 030        8             
                                                                 611            
- Trade and other payables                           38 549       48            
679            
- Bank overdraft                                     29 222       39            
                                                                 543            
                                                                                
Total equity and liabilities                         183 512      189           
                                                                 572            
                                                                                
Net asset value per share (cents)                    45.8         56.           
0              
Net tangible asset value per share (cents)           35.9         49.           
                                                                 3              
Total number of ordinary shares in issue (`000)      105 363      104           
018            
CONDENSED CONSOLIDATED CASH FLOW STATEMENT                                      
                                            Audited   Audited                   
                                            year     year                       
ended     ended                      
                                           30        30                         
                                           September September                  
                                           2009      2008                       
R`000     R`000                      
Cash flows from operating activities        9 088     (6 313)                   
- Cash generated from operations            24 095    5 233                     
- Interest income                           1 155     3 122                     
- Finance costs                             (7 610)   (5 700)                   
- Taxation paid                             (8 552)   (8 968)                   
Cash flows from investing activities        (19 937)  (23 280)                  
- Purchase of property, plant and           (12 507)  (22 170)                  
equipment                                                                       
- Purchase of business operations           (7 722)   (1 904)                   
- Proceeds from disposal of property,       652       794                       
plant and equipment                                                             
- Purchase of intangible assets             (360)     -                         
Cash flows from financing activities        29 901    3 630                     
- Advance of property bond                  2 925     -                         
- Repayment of other financial              (7 049)   (14 999)                  
liabilities                                                                     
- Advance of other financial liabilities    4 020     8 447                     
- Advance of loans by related parties       34 847    9 260                     
- Advance/(Repayment) of loans from         39        (9 192)                   
shareholders                                                                    
- Net proceeds from share issue             (748)     15 569                    
- Dividends paid                            (4 133)   (5 455)                   
                                                                                
Total cash movement for the year            19 052    (25 963)                  
Cash at the beginning of the year           (27 549)  (1 586)                   
Total cash at the end of the year           (8 497)   (27 549)                  
CONDENSED STATEMENT OF CHANGES IN EQUITY                                        
Share   Treasur  Other   Retaine  Minorit  Total         
                       capita  y        reserve d        y        equity        
                       l and   shares   s R`000 earning  interes  R`000         
                       share   R`000            s R`000  t R`000                
premiu                                                   
                       m                                                        
                       R`000                                                    
Balance at 1 October    1       -        (939)   16 504   -        15 566       
2007                                                                            
Shares issued           32 528  -        -       -        -        32 528       
Share issue expenses    (2      -        -       -        -        (2 231)      
                       231)                                                     
- Realised revaluation  -                (845)   845      -        -            
through depreciation            -                                               
- Deferred tax on       -                236     (236)    -        -            
realised revaluation            -                                               
through depreciation                                                            
- Revaluation of        -                4 063   -        -        4 063        
property, plant and             -                                               
equipment                                                                       
- Deferred tax on       -                (1 137) -        -        (1 137)      
revaluation of                  -                                               
property, plant and                                                             
equipment                                                                       
- Effect of tax rate    -                28      -        -        28           
change on revaluation           -                                               
reserve                                                                         
- Minority interest on  -                -       -        3 136    3 136        
business acquisition            -                                               
Net income recognised   -       -        2 345   609      3 136    6 090        
directly in equity                                                              
Net profit for the      -       -                14 904   1 255    16 159       
year                                                                            
Dividends paid          -       -        -       (5 455)  -        (5 455)      
Balance at 30           30 298           1 406   26 562   4 391    62 657       
September 2008                  -                                               
Shares issued           46 748           -       -        -        46 748       
                               -                                                
Share issue expenses    (748)   -        -       -        -        (748)        
Reserve from issue of   -       -        6 231   -        -        6 231        
share option                                                                    
Shares issued to        -       (45      -       -        -        (45          
subsidiary*                     000)                               000)         
- Realised revaluation  -                (650)   650      -        -            
through depreciation            -                                               
- Deferred tax on       -                182     (182)    -        -            
realised revaluation            -                                               
through depreciation                                                            
- Impairment of         -                (404)   -        -        (404)        
property, plant and             -                                               
equipment                                                                       
- Deferred tax on       -                113     -        -        113          
impairment of                   -                                               
property, plant and                                                             
equipment                                                                       
- Minority interest     -       -        -       -        (3 897)  (3 897)      
acquired                                                                        
Net (expenses)/income   -       -        (759)   468      (3 897)  (4 188)      
recognised directly in                                                          
equity                                                                          
Net loss for the year           -        -       (13      (36)      (13         
                                                159)              195)          
Dividends paid          -       -        -       (3 742)  (389)    (4 131)      
Balance at 30           76 298  (45      6 878   10 129   69       48 374       
September 2009                  000)                                            
 Share were issued to Solethu Civils Holdings (Proprietary) Limited             
 ("Solethu Civils") which is consolidated as part of the Group and therefore    
 the share are disclosed as treasury shares.                                    
NOTES TO THE CONSOLIDATED FINANCIAL RESULTS                                     
Statement of compliance                                                         
The accounting policies applied in the preparation of these audited condensed   
results, which are based on reasonable judgments and estimates, are in          
accordance with International Financial Reporting Standards and are             
consistent with those applied in the annual financial statements for the year   
ended                                                                           
30 September 2008. These condensed financial statements as set out in this      
report have been prepared in terms of IAS 34 - Interim Financial Reporting,     
the Companies Act, 1973 (Act 61 of 1973), as amended, and the Listings          
Requirements of JSE Limited.                                                    
Basis of measurement                                                            
These audited condensed financial statements have been prepared on the          
historical cost basis, modified for certain items measured at fair value.       
Audit opinion                                                                   
BDO Spencer Steward (Cape) Inc. has audited the financial information set out   
in this audited report. Their unqualified audit report is available for         
inspection at the Group`s registered office.                                    
Operating (loss)/profit                                                         
Operating (loss)/profit includes:                                               
Audited   Audited                     
                                         year      year                         
                                         ended     ended                        
                                         30        30                           
September September                    
                                         2009      2008                         
                                         R`000     R`000                        
                                                                                
- Operating lease charges               3 211     1 635                        
 - Loss on sale of property              494       412                          
 plant and equipment                                                            
 - Profit on sale of                     (24)      -                            
property plant and                                                             
 equipment                                                                      
 - Impairment of property,               46        260                          
 plant and equipment                                                            
- Impairment of intangible              -         570                          
 assets                                                                         
 - Depreciation on property,             6 997     4 287                        
 plant and equipment                                                            
- Amortisation on                       924       714                          
 intangible assets                                                              
 - Directors` emoluments                 4 726     4 911                        
 - Employee costs                        82 509    56 335                       
- Defined benefit                       8 161     4 120                        
 contributions                                                                  
 - Audit fees                            769       497                          
 - Secretarial fees                      53        26                           
- Share-based payments                  216       240                          
 - Share-based payment                   6 231     -                            
 option expense                                                                 
 - Profit on exchange                    (6)       -                            
differences                                                                    
 - Operating lease income                (107)     (124)                        
Share capital                                                                   
                                          Audited   Audited                     
year      year                         
                                         ended     ended                        
                                         30        30                           
                                         September September                    
2009      2008                         
                                                                                
 - Beginning of the year                 104 018   70 000                       
                                         088       000                          
- Increase in issued share              35 959    34 018                       
 capital *                               939       088                          
 - End of the year                       139 978   018 088                      
                                         027                                    
* 34 615 384 of these shares were issued to Solethu Civils which is             
consolidated as part of the Group and is therefore classified as treasury       
shares.                                                                         
Other reserves                                                                  
Share    Revalua Share-   Total               
                                  buy-     tion    based     R`000              
                                  back     reserve payment                      
                                   R`000   R`000   reserve                      
R`000                        
Balance at 1 October 2007          (3 878)  2 939   -        (939)              
- Realised revaluation through     -        (845)   -        (845)              
depreciation                                                                    
- Deferred tax on realised         -        236     -        236                
revaluation through depreciation                                                
- Revaluation of property, plant   -        4 063   -        4 063              
and equipment                                                                   
- Deferred tax on revaluation of   -        (1 137) -        (1 137)            
property, plant and equipment                                                   
- Effect of tax rate change on     -        28      -        28                 
revaluation reserve                                                             
Balance at 30 September 2008       (3 878)  5 284   -        1 406              
                                                                                
Balance at 30 September 2008       (3 878)  5 284   -        1 406              
- Reserve from issue of share      -        -       6 231    6 231              
option                                                                          
- Realised revaluation through     -        (650)   -        (650)              
depreciation                                                                    
- Deferred tax on realised         -        182     -        182                
revaluation through depreciation                                                
- Impairment of property, plant    -        (404)   -        (404)              
and equipment                                                                   
- Deferred tax on impairment of    -        113     -        113                
property, plant and equipment                                                   
Balance at 30 September 2009       (3 878)  4 525   6 231    6 878              
The share buy-back reserve arises on the consolidation of the RACEC Employee    
share trust due to the trust`s investments in RACEC Electrification             
(Proprietary) Limited ("RACEC Electrification") and RACEC Rail (Proprietary)    
Limited ("RACEC Rail").                                                         
The revaluation reserve arises on the revaluation of property, plant and        
equipment. Where revalued assets are sold, the portion of the revaluation       
reserve that relates to that asset is effectively realised, and transferred     
directly to retained profits.                                                   
The share-based payment reserve arises on the recognition of the share-based    
option expense relating to the issue of 34 615 384 RACEC ordinary shares to     
Solethu Civils.                                                                 
Reconciliation of (loss)/earnings to headline (loss)/earnings                   
                                             Audited   Audited                  
                                            year      year ended                
ended     30                        
                                            30        September                 
                                            September  2008                     
                                             2009     R`000                     
R`000                               
                                                                                
  (Loss)/Profit for the year                 (13 159) 14 904                    
  Adjustments for:                                                              
- Loss on disposal of                     494       412                       
  property, plant and                                                           
  equipment                                                                     
  - Profit on disposal of                   (23)      -                         
property, plant and                                                           
  equipment                                                                     
  - Impairment losses on                    46        260                       
  property, plant and                                                           
equipment                                                                     
  - Impairment losses                       -         570                       
  intangible assets                                                             
  - Tax effects                             (145)     (268)                     
Headline (loss)/earnings                  (12 787)  15 878                    
The above adjustments have no minority interest impact.                         
Cash and cash equivalents                                                       
Cash and cash equivalents comprise cash balances with banks and bank            
overdrafts.                                                                     
Acquisitions                                                                    
During the 12 months ended 30 September 2008, the Group acquired the            
businesses of Greenbro CC and Northern Electric (Cape) (Proprietary) Limited    
("Northern Electric") for R10.1 million and R4.5 million respectively.  The     
excess of the purchase price over the net assets acquired was recognised as     
goodwill. At 30 September 2008 the Group had a 80% shareholding in Greenbro     
(Proprietary) Limited ("Greenbro"), which contained the operations of the       
Greenbro CC, and a 70% shareholding in Northern Electric. During the current    
year, the Group increased its shareholding in Northern Electric from 70% to     
100% for R2.7 million, which was settled in cash of R1 042 997 and 1 304 274    
ordinary shares in RACEC at R1,30 per share. The Group also increased its       
shareholding in Greenbro from 80% to 100% for R5.2 million, which was settled   
in cash.                                                                        
Related party transactions                                                      
During the year, the Company and its subsidiaries in the ordinary course of     
business, entered into various related party sales, purchases and investment    
transactions. These transactions were subject to terms that were no more        
favourable than those arranged with third parties.                              
Post balance sheet events                                                       
The directors are not aware of any material matters or circumstances arising    
since the end of the financial year and the date of this report.                
Contingent liabilities                                                          
                                             Audited   Audited                  
year      year                      
                                            ended     ended                     
                                            30        30                        
                                            September September                 
2009      2008                     
                                            R`000     R`000                     
                                                                                
 STC on remaining reserves                  1 546     2 752                     
Performance guarantees                     25 177    32 137                    
 Contractor contingency                     -         1 704                     
The performance guarantees are provided by Lombards Insurance Company Limited   
and C&G Underwriting Managers (Proprietary) Limited for work by subsidiary      
companies.                                                                      
In the prior year, there was a contractor contingency which related to          
invoices received by the Group for work performed by a subcontractor. The       
Group was of the view that no liability existed as there were errors on the     
billings and the invoices were not valid. The amounts were investigated         
during the current year and a settlement was reached.                           
Commitments to Solethu Civils                                                   
During the financial year 26 923 077 ordinary shares were issued to Solethu     
Civils for R35 000 000. RACEC has granted Solethu Civils the right, on          
written notice to the company, to require RACEC to purchase from Solethu        
Civils, 26 923 077 of the ordinary shares issued for R35 000 000. The right,    
can however, only be exercised if Solethu Civils breaches certain obligations   
under a funding agreement, at any time commencing on 28 August 2014 and         
ending on the ninetieth business day thereafter or on the suspension or         
termination of the listing of RACEC. In the event that the right is             
exercised, simultaneously, Solethu Civils will be deemed to have subscribed     
for RACEC ordinary shares. The consideration for such ordinary shares will be   
based on a formula as agreed upon and on the actual versus budgeted profit      
before tax for a rolling twelve month period before the right was exercised.    
The number of ordinary shares will be based on the consideration divided by     
the 30 day volume weighted average price.                                       
RACEC will advance by way of loan on each of the advance dates, being 31        
December of every year, commencing on 31 December 2009 and terminating on 31    
December 2013, an amount equal to the aggregate interest that would             
notionally have accrued on R13 462 000, calculated at the prime interest        
rate. Such amounts advanced will carry interest at the prime interest rate      
until repayment of the amounts advanced and interest thereon on 28 February     
2014.                                                                           
RACEC has a possible future obligation to subscribe for a single class "B"      
ordinary share with a par value of R1 in Solethu Civils on written demand       
from Solethu Civils. The share will have no right to dividends, will not be     
entitled to a return of share premium, on winding-up of Solethu Civils will     
only be entitled to return of the par value and carry votes attached to         
1/1000 of an ordinary share. The subscription price will be determined by the   
following formula: 34 615 385 multiplied by (R1.30 less the normalised          
earnings per share multiplied by 5), added the notional interest at prime       
lending rate that would have accrued from 28 August 2009 up to payment date.    
The normalised earnings is defined per agreement as the 30 September 2010       
headline earnings for RACEC, adjusted for the consolidation of Solethu          
Civils, any IFRS/fair value adjustments pertaining to the share issue option    
expense given to Solethu Civils and any IFRS/fair value adjustments which       
will be considered extra-ordinary.                                              
Dividends                                                                       
                                           Audited     Audited                  
year       year                      
                                           ended      ended30                   
                                           30         September                 
                                           September    2008                    
2009                               
                                                                                
 Dividends declared to equity              3 120      4 347                     
 holders of the parent (R`000)                                                  
Dividends per share (cents)               3.0        4.2                       
COMMENTARY                                                                      
PROFILE AND STRUCTURE                                                           
RACEC has been in existence since 1956 and has built an extremely well          
trained and experienced group of employees.                                     
Despite the current economic turmoil, the Group remains well positioned to      
take advantage of the infrastructure spend both locally and on the African      
continent. The backlog to reverse the deteriorating South African and other     
African countries` infrastructure, which resulted from the lack of investment   
for over a decade, persists.                                                    
The results were negatively affected by fair value adjustments associated       
with our recent black economic empowerment (BEE) transaction and a              
substantial loss incurred on a rail project, forcing the Group to report a      
loss for the first time since the management buyout in 1988.                    
The Group`s primary business is the provision of engineering infrastructure     
solutions.                                                                      
The Group comprises a holding company and a number of subsidiaries, from        
which the business activities are conducted. The Group has two main focuses,    
namely the provision of electrical reticulation ("Electrification") and rail    
construction which includes both track installation and maintenance ("Rail").   
As a result of RACEC`s experience across both the Rail and Electrification      
segments, the Group is one of the only specialists in South Africa with the     
capability to offer complete turnkey rail track solutions, from concept         
design recommendations, through to construction and handover without            
outsourcing.                                                                    
Electrification services are provided by:                                       
RACEC Electrification and RACEC Power (Proprietary) Limited ("RACEC Power"),    
which are both involved in electrical reticulation and which originated from    
RACEC`s objective to complement its rail track business with the                
electrification of railway tracks;                                              
Greenbro which supplies industrial generators and electrical enclosures; and    
Northern Electric which is an electrical contractor focused primarily on the    
industrial and commercial markets.                                              
The remaining interests in Greenbro and Northern Electric were acquired         
during the 2009 financial year and are now an integral part of the Group`s      
operations.                                                                     
Rail services are provided by:                                                  
RACEC Rail which concentrates mainly on the construction and maintenance of     
railway tracks throughout South and southern Africa.                            
There have been no major changes in the nature of the Rail business.            
The Group`s implementation of an ISO 9001 Quality Management System will        
further assure the Group`s clients of its commitment to "Excellence in          
Engineering Infrastructure".                                                    
FINANCIAL PERFORMANCE                                                           
Reported revenue for the year ended 30 September 2009 declined by 10.2%         
(2008: increase of 76%) to R344,6 million (2008: R383.8 million), in line       
with the tighter operating environment. Competitive pressures as well as the    
loss incurred on the rail construction project led to a decrease in the gross   
margin to 17.4% (2008: 21.3%).                                                  
The contract loss has been fully provided for and risk management processes     
have been revisited to ensure that this does not recur in the future. The       
share-based payment expense associated with the BEE transaction amounting to    
R6.2 million contributed to the reported loss of R13.2 million for the year     
(2008: reported profit of R16.2 million). The reported loss for the year,       
translates into a headline loss per share of 12.3 cents (2008: profit of 16.0   
cents).                                                                         
During the 2009 financial year, the Group`s revenue decreased by R39.2          
million (2008: increased by R165.7 million and the Group`s (loss)/ earnings     
attributed to ordinary shareholders decreased by R28.1 million (2008:           
increased by R2.7 million), representing a decrease of 188% (2008: increase     
of 22%). Headline earnings per share decreased by 177% (2008: increase by       
29%) to a loss of 12.3 cents per share (2008: profit of 16.0 cents per share)   
in the 2009 financial year, with diluted headline earnings decreasing by 177%   
to 12.3 cents from 16.0 cents per share in 2008.                                
The Group`s results for the current year includes a share-based payment         
expense of R6.2 million which was recognised in profit and loss and a reserve   
was created which will be carried until exercise or expiry of the option. The   
option was granted to Solethu Civils to repurchase RACEC ordinary shares.       
Solethu Civils is considered a special-purposed entity, was therefore           
consolidated in the Group`s financial statements, and contributed R654 000 to   
the loss for the year. Fair value adjusting entries relating to the             
consolidation of Solethu Civils resulted in the reversal of R14.7 million       
profit. Excluding the consolidation of Solethu Civils, the Group would have     
reported attributable earnings and headline earnings of R1.5 million and R1.9   
million respectively, with earnings and headline earnings per share of 1.4      
cents and 1.8 cents respectively, calculated using a weighted average number    
of ordinary shares of 106 341 455.                                              
Cash flow from operating activities amounted to R9.1 million (2008: utilised    
R6.3 million) due mainly to an increased focus on working capital management.   
This, coupled with the lower capital spend and cash injected by the Solethu     
transaction has generated overall cash in the business of R19.1 million         
(2008: utilised R26.0 million).                                                 
The net asset value per share decreased from 56.0 cents per share to 45.8       
cents per share due to losses. Net tangible asset value per share decreased     
by 27% to 35.9 cents (2008: 49.3 cents).                                        
Given the nature of the industry and the traditional close down periods         
during December and January of each year, the Group`s operations show a         
seasonal bias towards the second half of the financial year.                    
OPERATIONAL PERFORMANCE AND PROSPECTS                                           
RACEC Rail                                                                      
Rail was impacted by a marked decrease in project spending in the public        
sector where funding constraints affected the flow of contracts and among its   
resource-related clients whose infrastructure investments were impacted by      
the commodity downturn. Accordingly, revenue declined by 38.4% to R105.7        
million (2008: R171.8 million).                                                 
The division`s long-term annuity contracts performed well, showing a stable     
contribution to the bottom-line. The operational cost structure was             
streamlined in line with lower activity levels to support profitability. New    
contract awards during the year include several infrastructure projects         
associated with the preparations for the 2010 FIFA Soccer World Cup and a       
national contract to replace railway sleepers for Transnet. The newly           
established presence in Mozambique also concluded several contracts during      
the year.                                                                       
RACEC Electrification                                                           
Against the negative backdrop, the electrification division showed a 12.6%      
increase in revenue to R238.7 million (2008: from R212.1 million). Heavy        
competitor activity as a result of the slowdown in market however put           
pressure on project margins, which resulted in an operating loss of R3.5        
million (2008: profit of R25.2 million).                                        
RACEC Power, which was established to access the Eastern Cape market,           
reported pleasing results having secured electrification projects in low-cost   
housing as well as an Eskom transmission contract.                              
Greenbro, acquired in 2008, delivered a stable performance despite lower        
demand from the provincial government, commercial and property development      
sectors in South Africa as well as its clients further afield in Africa.        
However, by streamlining its cost structure, Greenbro defended profitability    
and is investigating renewable energy products to ensure its long-term          
sustainability.                                                                 
Northern Electric, also acquired in 2008, is proving to be an excellent         
addition to the Group. Although its core target markets in the commercial and   
industrial sectors were affected by the downturn, the company maintained its    
excellent profit record and is starting to see evidence of improved market      
conditions.                                                                     
PROSPECTS                                                                       
While in the longer term the infrastructure investment outlook in RACEC`s       
core target markets remains intact, there are also tangible indications that    
the market has started to turn, although the recovery is likely to take some    
time.                                                                           
The secured work on hand in both the Rail and the Electrification divisions     
exceeds 70% of 2009 revenue, providing evidence that demand is recovering. In   
addition to its good order book, the Rail division has identified a good        
pipeline of opportunities within its existing client base, suggesting that it   
is well positioned to reclaim  historic performance levels.                     
The Electrification division is set to consolidate its growth in 2010,          
underpinned by the diversity of its offering, the resolution of funding         
constraints in the public sector and government`s renewed focus on              
eliminating the backlog in low cost housing.                                    
RACEC will continue to focus on its strategy to maximise the profitability of   
its existing businesses by ensuring full utilisation of resources and driving   
synergies from its acquisitions. The Group will also continue to pursue long-   
term rail maintenance contracts, and other annuity contracts to support         
growth.                                                                         
BEE                                                                             
During the year, RACEC concluded the sale of 25% of the issued share capital    
of the company to Solethu Investments (Proprietary) Limited ("Solethu           
Investments"), a BEE investment company. Its core investments are focused on    
road, rail, sea and related industries, with operations that range from         
manufacturing, repairs and maintenance to logistics services.                   
Solethu investments` strategic positioning in the rail logistics industry       
will enable the Group to deliver on its strategic objective of becoming a       
leading provider of rail and electrification solutions. It has also enhanced    
RACEC`s transformation initiatives by introducing a black shareholder at        
Group level, complementing the multi-faceted approach to broad-based BEE        
which has been in place for a number of years.                                  
We welcome Mr Qedukwazi (Ted) Zulu, chief executive officer of Solethu          
Investments, who was appointed as a non-executive director of RACEC with        
effect from 18 August 2009. His deep understanding of rail operations equips    
him to contribute strategically to the Group.                                   
DIRECTORATE                                                                     
With effect from 28 May 2009, Mr Gary Lee Harrod, an executive director of      
RACEC, assumed the role of Chief Operating Officer of the Group.                
During the year under review Mr Qedukwazi (Ted) Zulu and Mr Stephen Smithyman   
(alternate to Ted Zulu) were appointed to the board of directors.               
SOCIAL RESPONSIBILITY                                                           
Employment equity/Skills development                                            
RACEC has a dedicated manager responsible for handling all issues related to    
employment equity and training. As a Group, RACEC is committed to creating      
opportunities for its staff through training and promotion from within,         
wherever possible.                                                              
Health and safety                                                               
The Group has a dedicated Group Health and Safety manager who reports           
directly to the chief executive officer of RACEC and carries his authority.     
Health and safety committees are established at all our branches and all work   
areas are continuously assessed.                                                
There is a training programme in place and all safety representatives are       
trained and regularly monitored.                                                
HIV/AIDS                                                                        
As a further commitment to our staff we have arranged HIV/AIDS information      
sessions and testing of all our staff on a voluntary basis.                     
The results of these tests are strictly confidential and counselling is         
arranged for those requiring further assistance. Information about the          
HIV/AIDS pandemic is provided on an ongoing basis.                              
DIVIDENDS                                                                       
No dividends have been declared for the year (2008: 3.0 cents per share).       
By order of the board                                                           
M Uys                             C Harrod                                      
Non-Executive Chairman            Chief Executive Officer                       
18 December 2009                                                                
Directors:                                                                      
M Uys* (Chairman), C Harrod (Chief Executive Officer), G Harrod (Chief          
Operating Officer), C Gooden#, W Ollewagen, S Wilkins (Financial Director), B   
Petersen#, Q Zulu*, S Smithyman*                                                
* Non-executive                                                                 
# Independent non-executive                                                     
Company secretary:                                                              
C van Rensburg                                                                  
Registered office:                                                              
8 Hawkins Avenue, Epping 1, 7460 (PO Box 61, Eppindust, 7475)                   
Transfer secretaries:                                                           
Computershare Investor Services (Proprietary) Limited (PO Box 61051,            
Marshalltown, 2107)                                                             
Designated Adviser:                                                             
Merchantec Capital (PO Box 41480, Craighall, 2024)                              
Auditors:                                                                       
BDO Spencer Steward (Cape) Inc. (Docex 158, Cape Town)                          
These results may be viewed on the internet on http://www.racec.co.za           
Date: 18/12/2009 17:30:03 Produced by the JSE SENS Department.                  
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