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Wed 23 Jun 2010, 13:00 RAC - Racec Group Limited - Condensed consolidated unaudited interim results for
RAC
RAC                                                                             
RAC - Racec Group Limited - Condensed consolidated unaudited interim results for
the six months ended 31 March 2010                                              
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")                                       
CONDENSED CONSOLIDATED UNAUDITED INTERIM RESULTS FOR THE SIX MONTHS ENDED 31    
MARCH 2010                                                                      
CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME                        
                                      Unaudited  Unaudited       Audited        
6 months   6 months     12 months        
                                          ended      ended         ended        
                                       31 March   31 March  30 September        
                                           2010       2009          2009        
R`000      R`000         R`000        
Revenue                                  167 092    188 447       344 647       
Cost of sales                          (138 937)  (144 566)     (284 385)       
Gross profit                              28 155     43 881        60 262       
Other income                                 613        244           258       
Other expenses                          (27 652)   (30 486)      (68 937)       
Net profit/(loss) before investment        1 116     13 639       (8 417)       
revenue, finance costs and taxation                                             
Investment revenue                         1 558        758         1 262       
Finance costs                            (4 112)    (3 825)       (8 267)       
(Loss)/Profit before taxation           ( 1 438)     10 572      (15 422)       
Taxation                                   (595)    (3 053)         2 227       
(Loss)/Profit for the period             (2 033)      7 519      (13 195)       
                                                                                
Attributable to:                                                                
Equity holders of the parent             (2 033)      6 785      (13 159)       
Minority interest                              -        734          (36)       
                                        (2 033)      7 519      (13 195)        
Other comprehensive (loss)/income:                                              
- Impairment of property, plant and        (240)          -         (404)       
equipment                                                                       
- Deferred tax on impairment of               67          -           113       
property, plant and equipment                                                   
- Deferred tax on realised                    58          -             -       
revaluation through disposal of                                                 
property                                                                        
- Reserve from issue of share option           -          -         6 231       
Total comprehensive (loss)/income        (2 148)      7 519       (7 255)       
for the year                                                                    
                                                                                
Attributable to:                                                                
Equity holders of the parent             (2 148)      6 785       (7 219)       
Minority interest                              -        734          (36)       
                                        (2 148)      7 519       (7 255)        
(LOSS)/EARNINGS PER SHARE (CENTS)                                               
Basic                                      (1.9)        6.5        (12.6)       
Diluted basic                              (1.9)        6.5        (12.6)       
Headline                                   (2.0)        6.6        (12.3)       
Diluted headline                           (2.0)        6.6        (12.3)       
Weighted average number of ordinary      105 429    104 018       104 129       
shares in issue (`000)*                                                         
Fully diluted weighted average           105 429    104 354       104 129       
number of ordinary shares in issue                                              
(`000)*                                                                         
*Excludes treasury shares                                                       
SEGMENTAL REPORT                                                                
Business segment            Administrative  Electrical          Rail     Total  
                           investment and    services  construction     R`000   
plant hire       R`000         R`000             
                                    R`000                                       
Unaudited - 6 months ended                                                      
31 March 2010                                                                   
Revenue                                 38     104 341        62 713   167 092  
Profit/(Loss) before tax               730     (7 571)         5 403   (1 438)  
                                                                                
Unaudited - 6 months ended                                                      
31 March 2009                                                                   
Revenue                                  -     120 173        68 274   188 447  
(Loss)/Profit before tax          (20 665)      21 080        10 157    10 572  
                                                                                
Audited -12 months ended                                                        
30 September 2009                                                               
Revenue                                189     238 715       105 743   344 647  
Loss before tax                    (5 506)     (3 486)       (6 430)  (15 422)  

Geographical segment                           Western       Gauteng     Total  
                                                 Cape         R`000     R`000   
                                                R`000                           
Unaudited - 6 months ended                                                      
31 March 2010                                                                   
Revenue                                        119 191        47 901   167 092  
(Loss)/Profit before tax                       (6 354)         4 916   (1 438)  

Unaudited - 6 months ended                                                      
31 March 2009                                                                   
Revenue                                        133 602        54 845   188 447  
Profit before tax                                4 595         5 977    10 572  
                                                                                
Audited - 12 months ended                                                       
30 September 2009                                                               
Revenue                                        263 417        81 230   344 647  
Loss before tax                                (6 079)       (9 343)  (15 422)  
                                                                                
CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION                          
Unaudited  Unaudited       Audited      
                                            as at      as at         as at      
                                         31 March   31 March  30 September      
                                             2010       2009          2009      
R`000      R`000         R`000      
ASSETS                                                                          
Non-current assets                          68 395     65 948        73 485     
- Property, plant and equipment             54 271     57 898        59 914     
- Investment property                          351        351           351     
- Intangible assets                         10 030      6 903        10 452     
- Loans to related parties                      80         73           171     
- Deferred tax assets                        3 663        723         2 597     
Current assets                             131 765    105 555       110 027     
- Inventories                               25 694     33 391        23 931     
- Trade and other receivables               94 589     68 773        63 575     
- Tax receivable                             1 894          -         1 796     
- Cash and cash equivalents                  9 588      3 391        20 725     
                                                                                
Total assets                               200 160    171 503       183 512     
                                                                                
EQUITY AND LIABILITIES                                                          
Capital and reserves                        46 134     64 320        48 374     
- Equity attributable to equity             46 134     61 427        48 305     
holders of the parent                                                           
- Minority shareholders` interest                -      2 893            69     
Non-current liabilities                     52 993     22 459        54 636     
- Loans from related parties                35 364          -        35 498     
- Other financial liabilities               11 647     14 852        13 530     
- Share based payments                       3 201      3 206         3 210     
- Deferred tax liabilities                   2 781      4 401         2 398     
Current liabilities                        101 033     84 724        80 502     
- Loans from shareholders                        -      1 649             -     
- Loans from related parties                     -      1 586           577     
- Other financial liabilities                6 919      7 342         9 124     
- Current tax payable                        1 582      7 469         3 030     
- Trade and other payables                  60 346     43 820        38 549     
- Bank overdraft                            32 186     22 858        29 222     
                                                                                
Total equity and liabilities               200 160    171 503       183 512     
                                                                                
Net asset value per share (cents)             43.5       59.1          45.8     
Net tangible asset value per share            34.1       52.4          35.9     
(cents)                                                                         
Total number of ordinary shares in         105 969    104 018       105 363     
issue (`000)*                                                                   
*Excludes treasury shares                                                       
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS                                  
                                        Unaudited  Unaudited       Audited      
6 months   6 months     12 months      
                                            ended      ended         ended      
                                         31 March   31 March  30 September      
                                             2010       2009          2009      
R`000      R`000         R`000      
Cash flows from operating activities       (9 482)     15 512         9 088     
- Cash (utilised by)/generated from        (7 986)     22 412        24 095     
operations                                                                      
- Interest income                              992        758         1 155     
- Finance costs                            (1 674)    (3 825)       (7 610)     
- Taxation paid                              (814)    (3 833)       (8 552)     
Cash flows from investing activities         1 591    (5 597)      (19 937)     
- Purchase of property, plant and          (1 201)    (5 802)      (12 507)     
equipment                                                                       
- Purchase of business operations                -          -       (7 722)     
- Proceeds from disposal of property,        2 832        205           652     
plant and equipment                                                             
- Purchase of intangible assets               (40)          -         (360)     
Cash flows from financing activities       (6 210)    (1 833)        29 901     
- Advance of property bond                       -          -         2 925     
- Repayment of other financial             (5 805)    (4 248)       (7 049)     
liabilities                                                                     
- Advance of other financial                 1 597      3 787         4 020     
liabilities                                                                     
- Advance of loans (to)/by related         (2 002)        952        34 847     
parties                                                                         
- Advance of loans from shareholders             -      1 689            39     
- Net proceeds from share issue                  -          -         (748)     
- Dividends paid                                 -    (4 013)       (4 133)     
                                                                                
Total cash movement for the period        (14 101)      8 082        19 052     
Cash at the beginning of the period        (8 497)   (27 549)      (27 549)     
Total cash at the end of the period       (22 598)   (19 467)       (8 497)     
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY                           
                      Share  Treasury     Other  Retained  Minority    Total    
                    capital    shares  reserves  earnings  interest   equity    
and     R`000     R`000     R`000     R`000    R`000    
                      share                                                     
                    premium                                                     
                      R`000                                                     
Balance at 1          30 298         -     1 406    26 562     4 391   62 657   
October 2008                                                                    
- Realised                 -               (333)       333         -        -   
revaluation through                  -                                          
depreciation                                                                    
- Deferred tax on          -                  93      (93)         -        -   
realised                             -                                          
revaluation through                                                             
depreciation                                                                    
- Minority interest        -         -         -         -   (1 843)  (1 843)   
acquired                                                                        
Net income                 -         -     (240)       240   (1 843)  (1 843)   
/(expenses)                                                                     
recognised directly                                                             
in equity                                                                       
Comprehensive              -         -         -     6 785       734    7 519   
income                                                                          
Dividends paid             -         -         -   (3 624)     (389)  (4 013)   
Balance at 31 March   30 298         -     1 166    29 963     2 893   64 320   
2009                                                                            
Shares issued         46 748         -         -         -         -   46 748   
Share issue            (748)         -         -         -         -    (748)   
expenses                                                                        
Shares issued to           -  (45 000)         -         -         - (45 000)   
subsidiary*                                                                     
- Realised                 -               (316)       316         -        -   
revaluation through                  -                                          
depreciation                                                                    
- Deferred tax on          -                  88      (88)         -        -   
realised                             -                                          
revaluation through                                                             
depreciation                                                                    
- Minority interest        -                   -         -   (2 054)  (2 054)   
on business                          -                                          
acquisition                                                                     
Net income                                 (228)       228   (2 054)  (2 054)   
/(expenses)                                                                     
recognised directly                                                             
in equity                                                                       
Comprehensive              -         -     5 940  (19 944)     (770) (14 774)   
income/(loss)                                                                   
Dividends paid             -         -         -     (118)         -    (118)   
Balance at 30         76 298  (45 000)     6 878    10 129        69   48 374   
September 2009                                                                  
Shares issued          4 286         -         -         -         -    4 286   
Shares issued to           -   (3 878)         -         -         -  (3 878)   
the Trust**                                                                     
- Realised                 -               (300)       300         -        -   
revaluation through                  -                                          
depreciation                                                                    
- Deferred tax on          -                  84      (84)         -        -   
realised                             -                                          
revaluation through                                                             
depreciation                                                                    
- Realised                 -               (246)       246         -        -   
revaluation through                  -                                          
disposal of assets                                                              
- Deferred tax on          -                  12      (12)         -        -   
realised                             -                                          
revaluation through                                                             
disposal of asset                                                               
- Minority interest        -         -     (431)         -      (69)    (500)   
acquired                                                                        
Net income                 -         -     (881)       450      (69)    (500)   
/(expenses)                                                                     
recognised directly                                                             
in equity                                                                       
Comprehensive loss         -         -     (115)   (2 033)         -  (2 148)   
Balance at 31 March   80 584  (48 878)     5 882     8 546         -   46 134   
2010                                                                            
*    Shares were issued to Solethu Civils Holdings (Proprietary) Limited        
    ("Solethu Civils") which is consolidated as part of the Group in terms of   
SIC 12 Consolidation - Special Purpose Entities, even though Solethu Civils 
    is not a subsidiary of RACEC and RACEC does not have any control over       
    Solethu Civils, and therefore the shares are disclosed as treasury shares.  
**   Shares were issued to The RACEC Employee Trust ("the Trust") which is      
consolidated as part of the Group and therefore the shares are disclosed as 
    treasury shares.                                                            
NOTES TO THE CONSOLIDATED FINANCIAL RESULTS                                     
1.   Statement of compliance                                                    
The accounting policies applied in the preparation of these unaudited       
    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 2009. These unaudited condensed results as set out  
    in this report have been prepared in terms of IAS 1 - Presentation of       
    Financial Statements (as amended), IAS 34 - Interim Financial Reporting,    
    the Companies Act, 1973 (Act 61 of 1973), as amended, and the Listings      
Requirements of JSE Limited.                                                
    The interim results have not been audited or reviewed by the Group`s        
    auditors.                                                                   
2.   Basis of measurement                                                       
These unaudited condensed financial statements have been prepared on the    
    historical cost basis, modified for certain items measured at fair value.   
3.   Operating profit                                                           
    Operating profit includes:                                                  

                                                                                
                                      Unaudited   Unaudited       Audited       
                                       6 months    6 months     12 months       
ended       ended         ended       
                                       31 March    31 March  30 September       
                                           2010        2009          2009       
                                          R`000       R`000         R`000       
- Operating lease charges             (1 795)     (1 699)       (3 211)       
  - Loss on sale of property, plant           -       (141)         (494)       
  and equipment                                                                 
  - Profit on sale of property,              66           -            24       
plant and equipment                                                           
  - Impairment of property, plant             -           -          (46)       
  and equipment                                                                 
  - Depreciation on property, plant     (3 839)     (3 554)       (6 997)       
and equipment                                                                 
  - Amortisation on intangible            (462)       (462)         (924)       
  assets                                                                        
  - Directors` emoluments               (2 677)     (2 218)       (4 726)       
- Employee costs                     (41 396)    (42 019)      (90 670)       
  - Audit fees                            (385)       (647)         (769)       
  - Secretarial fees                       (22)           -          (53)       
  - Share-based payments                  (113)       (108)         (216)       
- Share-based payment option                -           -       (6 231)       
  expense                                                                       
  - Profit on exchange differences            4           -             6       
  - Operating lease income                   30           -           107       
4.   Share capital                                                              
                                                         Number of shares       
                                                                                
  Balance as at 1 October 2008                                104 018 088       
Balance as at 31 March 2009                                 104 018 088       
  Increase in issued share capital*                            35 959 939       
  Balance as at 30 September 2009                             139 978 027       
  Increase in issued share capital**                            6 388 440       
Balance as at 31 March 2010                                 146 366 467       
*    34 615 384 of these shares were issued to Solethu Civils which is          
    consolidated as part of the Group in terms of SIC 12 Consolidation -        
    Special Purpose Entities, even though Solethu Civils is not a subsidiary of 
RACEC and RACEC does not have any control over Solethu Civils, and is       
    therefore classified as treasury shares.                                    
**   5 781 756 of these shares were issued to the Trust which is consolidated as
    part of the Group and is therefore classified as treasury shares, and the   
balance of 606 684 shares was issued to Mr Vuyani Victor Mrwau, a former    
    director and shareholder of RACEC Power.                                    
5.   Other reserves                                                             
                                        Share  Revaluation   Share-   Total     
buy-      reserve    based   R`000     
                                         back        R`000  payment             
                                        R`000               reserve             
                                                              R`000             
Balance at 1 October 2008              (3 878)        5 284        -   1 406    
- Realised revaluation through               -        (333)        -   (333)    
depreciation                                                                    
- Deferred tax on realised revaluation       -           93        -      93    
through depreciation                                                            
Balance at 31 March 2009               (3 878)        5 044        -   1 166    
- Realised revaluation through               -        (316)        -   (316)    
depreciation                                                                    
- Deferred tax on realised revaluation       -           88        -      88    
through depreciation                                                            
- Other comprehensive (loss)/profit          -        (291)    6 231   5 940    
Balance at 30 September 2009           (3 878)        4 525    6 231   6 878    
- Realised revaluation through               -        (300)        -   (300)    
depreciation                                                                    
- Deferred tax on realised revaluation       -           84        -      84    
through depreciation                                                            
- Impairment of property, plant and          -        (240)        -   (240)    
equipment                                                                       
- Deferred tax on impairment of              -           67        -      67    
property, plant and equipment                                                   
- Realised revaluation through               -        (246)        -   (246)    
disposal of assets                                                              
- Deferred tax on realised revaluation       -           12        -      12    
through disposal of asset                                                       
- Deferred tax on realised revaluation       -           58        -      58    
through disposal of property                                                    
- Minority interest buy-out              (431)            -        -   (431)    
Balance at 31 March 2010               (4 309)        3 960    6 231   5 882    
The share buy-back reserve arises on the consolidation of the Trust due to  
    its 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.                                                   
6.   Reconciliation of (loss)/earnings to headline (loss)/earnings              
                                          Unaudited Unaudited       Audited     
6 months  6 months     12 months     
                                              ended     ended         ended     
                                           31 March  31 March  30 September     
                                               2010      2009          2009     
R`000     R`000         R`000     
  (Loss)/Profit for the period              (2 033)     6 785      (13 159)     
  Adjustments for:                                                              
  - Loss on disposal of property,                 -       140           494     
plant and equipment                                                           
  - Profit on disposal of property,            (66)         -          (23)     
  plant and equipment                                                           
  - Impairment losses on property,                -         -            46     
plant and equipment                                                           
  - Tax effects                                  19      (39)         (145)     
  - Minority interest effect                      -       (3)             -     
  Headline (loss)/earnings                  (2 080)     6 883      (12 787)     
7.   Acquisitions                                                               
    RACEC acquired the remaining 30% minority interests in RACEC Rail, RACEC    
    Electrification and RACEC Power, respectively, by issuing 6 388 440 new     
    ordinary shares in RACEC on 11 March 2010, for a total consideration of R4  
286 004, effective 1 October 2009 ("the minority buyout").                  
    RACEC acquired the remaining 30% minority interests in RACEC Rail and RACEC 
    Electrification from the Trust in exchange for 5 781 756 new ordinary       
    shares in RACEC, which shares are classified as treasury shares. The        
remaining 30% minority interest in RACEC Power was acquired from Mr Vuyani  
    Victor Mrawu, a former director and shareholder of RACEC Power, in exchange 
    for 606 684 new ordinary shares in RACEC.                                   
    The ordinary shares in RACEC issued as consideration for the minority       
buyout were issued at a price of 67.09 cents per share, being the 30-day    
    volume weighted average share price of RACEC shares on 1 October 2009.      
    The rationale for the acquisition of these minority interests was to remove 
    the remaining minority interests in the Group, to increase RACEC`s overall  
Broad-Based Black Economic Empowerment and to increase the earnings         
    attributable to the equity holders of RACEC. The minority buyout did not    
    classify as a category 1 or category 2 transaction in terms of the Listings 
    Requirements of JSE Limited, as the 5 781 756 ordinary shares issued as     
treasury shares to the Trust are excluded from the categorisation           
    calculations.                                                               
8.   Subsequent events                                                          
    As detailed in the SENS announcements dated 26 May 2010, 3 June 2010 and 11 
June 2010, and the circular posted to shareholders on 21 June 2010, RACEC   
    is undertaking a fully underwritten renounceable rights offer in order to   
    raise R10 million. The proceeds of the rights offer will be used to fund    
    RACEC`s working capital requirements in order to facilitate the completion  
of two large electrical projects in the Western Cape to the value of        
    approximately R140 million that have been awarded to RACEC, as well as a    
    further railway rehabilitation project in North West Africa that is         
    expected to be formally awarded to RACEC in due course. These projects are  
detailed further in the operational performance and prospects section       
    contained in this announcement.                                             
9.   Contingent liabilities                                                     
                                         Unaudited  Unaudited      Audited      
6 months   6 months    12 months      
                                             ended      ended        ended      
                                          31 March   31 March 30 September      
                                              2010       2009         2009      
R`000      R`000        R`000      
  STC on remaining reserves                  4 438      3 039        1 546      
  Performance guarantees                    38 376     25 814       25 177      
    The performance guarantees are provided by Lombards Insurance Company       
Limited and C&G Underwriting Managers (Proprietary) Limited for work by     
    subsidiary companies.                                                       
10.  Dividends                                                                  
                                         Unaudited  Unaudited      Audited      
6 months   6 months    12 months      
                                             ended      ended        ended      
                                          31 March   31 March 30 September      
                                              2010       2009         2009      
Dividends declared to equity holders           -          -        3 120      
  of the parent (R`000)                                                         
  Dividends per share (cents)                    -          -          3.0      
11.  Commitments to Solethu Civils                                              
As detailed in the circular to shareholders dated 29 June 2009, a specific  
    issue of 34 615 384 ordinary shares was made by RACEC to Solethu Civils for 
    a consideration of R45 000 000 ("the specific issue"). The specific issue   
    agreement entered into between RACEC and Solethu gave rise to a number of   
obligations to RACEC including the following:                               
    The right                                                                   
    RACEC granted Solethu Civils the right within specific terms and conditions 
    to sell 26 923 077 of the specific issue shares back to RACEC for a total   
consideration of R35 000 000 ("the right").                                 
    On exercise of the right, Solethu Civils will be deemed to have subscribed  
    for RACEC ordinary shares for a consideration based on a formula as agreed  
    upon and on the actual versus budgeted profit before tax for a rolling 12-  
month period before the right was exercised. The number of ordinary shares  
    to be issued will be determined by dividing the consideration as determined 
    using the agreed upon formula by the 30-day volume weighted average price   
    of RACEC ordinary shares as at the date of exercise of the right.           
Funding assistance                                                          
    In order to assist Solethu Civils in funding the specific issue, RACEC has  
    undertaken to advance an annual loan to Solethu Civils commencing on 31     
    December of every year until 31 December 2013, equal to the aggregate       
interest that would notionally have accrued on R13 462 000, calculated at   
    the prime interest rate.                                                    
    Such amounts advanced by RACEC to Solethu Civils will carry interest at the 
    prime interest rate until repayment of the amounts advanced and interest    
thereon on 28 February 2014.                                                
    Profit guarantee                                                            
    RACEC provided Solethu Civils with a profit guarantee which allows Solethu  
    Civils to compel RACEC to purchase a class "B" ordinary share in Solethu    
Civils with limited voting rights, no dividend rights and no right to share 
    premium on the winding up of Solethu Civils.                                
    The subscription price for the "B" share will be 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 the date of exercise of the option by Solethu Civils.     
    The normalised earnings is defined as the headline earnings of RACEC at 30  
    September 2010, 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.                                                  
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 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 ("RACEC Electrification") and rail     
construction which includes both track installation and maintenance ("RACEC     
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 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 manufactures and supplies industrial generators and electrical    
    enclosures.                                                                 
-    Northern Electric is an electrical contractor focused primarily on the     
    industrial and commercial markets.                                          
Greenbro and Northern Electric were acquired during the 2008 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.            
FINANCIAL PERFORMANCE                                                           
The Group reported an 11% decrease in revenue for the six months ended 31 March 
2010 to R167.1 million (2009: R188.4 million) with continued pressure on revenue
and margins as a result of the toughest trading and economic conditions seen in 
decades.                                                                        
The difference in financial results can be attributed to a combination of:      
-    the delays in the expected commencement of two significant contracts to the
    value of approximately R140 million in RACEC Electrification in 2009. Work  
    on these contracts, however, began during March/April 2010 and management   
    expects that they will contribute significantly to the results of the Group 
in the next six months of trading; and                                      
-    significant losses sustained by RACEC`s manufacturing subsidiary, Greenbro,
    due in part to the economic downturn and the "reversal" of Eskom`s          
    inability to supply consistent power. During the last six months however,   
RACEC has undertaken a number of initiatives, which management is confident 
    will ensure a return to profitable operations for Greenbro. These           
    initiatives include:                                                        
-    the restructuring of Greenbro`s senior management team, including the      
employment of a temporary Managing Director while the incumbent Managing    
    Director is on sick leave; and                                              
-    the completion of a significant cost cutting and retrenchment programme of 
    both management and staff.                                                  
There is strong evidence that the infrastructure market is recovering, with a   
number of projects, which were postponed during the economic crisis now being   
revisited. In particular, RACEC Electrification has recently secured several new
contracts for delivery in the next two years, which are set to contribute       
positively to the financial performance in the current year.                    
Generally, margins have come under pressure, however, the Group has also        
experienced a slowdown in its generator manufacturing operations, which         
typically contributed margins in the region of 25% to 30%.                      
Attributable loss for the period was R2.0 million (2009: profit of R6.8         
million). A headline loss per share of 2.0 cents (2009: earnings of 6.6 cents)  
was reported. Diluted headline loss per share, which is based on 105.4 million  
weighted average shares (2009: 104.0 million) was 2.0 cents (2009: earnings of  
6.6 cents).                                                                     
Cash flow utilised by operating activities in the six months to 31 March 2010   
amounted to R9.5 million (2009: generated R15.5 million).                       
The net asset value per share decreased from 45.8 cents per share to 43.5 cents 
per share in the six months to 31 March 2010.                                   
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.                                  
Net tangible asset value per share decreased by 5% to 34.1 cents (30 September  
2009: 35.9 cents).                                                              
OPERATIONAL PERFORMANCE AND PROSPECTS                                           
RACEC Rail                                                                      
In the first six months ended 31 March 2010, RACEC Rail reported revenue        
amounting to R62.7 million (2009: R68.3 million), reflecting a decrease of 8%.  
The division continues to be impacted by lengthy adjudication processes among   
parastatal companies, with contracts taking up to 18 months to be awarded.      
In addition to the turnkey solutions, the Group is aligning itself with         
companies specialising in locomotive shunting operations. Coupled with its rail 
infrastructure maintenance subdivision, this will enable RACEC Rail to expand   
its services to offer "Build, Operate and Transfer" project solutions.          
RACEC Rail is currently undertaking a large rail rehabilitation/reconstruction  
contract in North West Africa.                                                  
These cross border projects will counteract the long lead times on projects in  
the local parastatal sector and should dampen the impact of the global economic 
downturn in the local market.                                                   
RACEC Electrification                                                           
For the first six months ended 31 March 2010 RACEC Electrification delivered    
revenue amounting to R104.3 million (2009: R120.2 million), which represents a  
decrease of 13%.                                                                
The projects identified in 2008 and 2009, which did not materialise, have now   
been awarded and have commenced from March 2010. These are:                     
-    Cape Town Container Terminal Expansion Project - this is a 22-month        
contract valued at R70 million as part of Transnet`s upgrade of five        
    substations and the construction of two new substations. The project scope  
    includes reconfiguring the container stack areas and installing new         
    electrical supplies to approximately 2 700 refrigerated containers. The     
electrical works will include the installation of some 25 and 70 kilometres 
    of MV and LV cabling respectively, 38 miniature substations and 460 Reefer  
    Power kiosks among others; and                                              
-    Street lighting on the N1 motorway between Koeberg Interchange and Old Oak 
Interchange - this project covers the supply and installation of street     
    lighting in a 13-month contract valued at more than R70 million. The        
    distance to be lit spans approximately 12.75 kilometres of multi lane       
    divided highway and 10.5 kilometers of on- and off-ramps located at the     
interchanges. The new lighting will be controlled by an intelligent         
    wireless mesh-network (BEKA`s OWLET nightshift Telemanagement System). This 
    will eliminate the need for a wired control circuit and will allow remote   
    management and control of the installation from a centralised management    
server. The contract includes the supply and installation of approximately  
    70 kilometres of MV and LV cabling, 600 poles and 900 luminaires among      
    others.                                                                     
These projects, along with Government`s ongoing commitment to infrastructure    
investment, positions RACEC Electrification to achieve growth in the next year. 
PROSPECTS                                                                       
The delays in the commencement of the two contracts and the losses sustained by 
Greenbro contributed to a lower level of profitability in the six months ended  
31 March 2010, compared to the six months ended 31 March 2009. However, the     
performance of the Group in the six months ended 31 March 2010 has shown a      
significant improvement on the headline loss per share of 18.9 cents for the six
months ended 30 September 2009.                                                 
With confirmed projects, representing 85% of this year`s anticipated total      
revenue, in comparison to 41% in the previous comparative period, management is 
confident that results will continue to improve and that RACEC will return to   
profitability by 30 September 2010.                                             
BEE                                                                             
A multi-faceted approach to BEE has been adopted which aims to increase the     
number of previously disadvantaged individuals that manage, own and control     
RACEC.                                                                          
RACEC is fully committed to the principals of direct control through ownership  
of the organisation`s equity, human resource development, employment equity and 
indirect empowerment through preferential procurement policies.                 
The agreement with Solethu Investments has resulted in an increase in the BEE   
shareholding within the Group which has been a key objective of the board.      
Solethu Investments is strategically positioned in the rail logistics industry  
with solid experience in road, rail, sea and related industries. Through this   
new partnership RACEC will deliver on its strategic imperative of becoming a    
leading provider of rail and electrification solutions while enhancing its      
transformation imperatives by the introductions of a substantial black          
shareholder to the Group.                                                       
The BEE shareholding of most of the operating companies in the Group exceeds    
30%.                                                                            
The Trust was established in 2004 and owns shares in RACEC.  There are          
approximately 800 beneficiaries of the Trust, most of whom are from the         
previously disadvantaged community.                                             
DIRECTORATE                                                                     
There have been no changes to the board of directors during the period under    
review. As announced on SENS on 14 May 2010, Charles Harrod retired as CEO on 31
May 2010, but remains on the board as a non-executive director. Gary Harrod, the
previous chief operating officer of RACEC, assumed the role of CEO from 1 June  
2010.                                                                           
SOCIAL RESPONSIBILITY                                                           
Employment equity and 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 CEO 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 interim dividends have been declared for the period.                         
By order of the board                                                           
M Uys                             G Harrod                                      
Non-Executive Chairman            Chief Executive Officer                       
23 June 2010                                                                    
Directors:                                                                      
M Uys* (Chairman), G Harrod (Chief Executive Officer), C Harrod*, C Gooden*, W  
Ollewagen, S Wilkins (Financial Director), B Petersen*, Q Zulu*, S Smithyman**  
* Non-executive                                                                 
** Non-executive and alternate director to Q Zulu                               
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 61763,            
Marshalltown, 2107)                                                             
Designated Adviser:                                                             
Merchantec Capital (PO Box 41480, Craighall, 2024)                              
Auditors:                                                                       
BDO Incorporated (Docex 158, Cape Town)                                         
These results may be viewed on the internet on http://www.racec.co.za           
Date: 23/06/2010 13:00:01 Produced by the JSE SENS Department.                  
The SENS service is an information dissemination service administered by the    
JSE Limited (`JSE`). The JSE does not, whether expressly, tacitly or            
implicitly, represent, warrant or in any way guarantee the truth, accuracy or   
completeness of the information published on SENS. The JSE, their officers,     
employees and agents accept no liability for (or in respect of) any direct,     
indirect, incidental or consequential loss or damage of any kind or nature,     
howsoever arising, from the use of SENS or the use of, or reliance on,          
information disseminated through SENS.
Profile Group (Pty) Ltd. has taken care in preparing all information on this website, but does not accept any liability for errors or out-of-date information.
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