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Tue 16 Nov 2010, 7:05 BWI - B & W Instrumentation and Electrical Limited - Preliminary condensed
BWI
BWI                                                                             
BWI - B & W Instrumentation and Electrical Limited - Preliminary condensed      
consolidated audited financial results for the year ended 31 August 2010        
B & W Instrumentation and Electrical Limited                                    
Incorporated in the Republic of South Africa                                    
(Registration number 2001/008548/06)                                            
Share code: BWI ISIN: ZAE000098687                                              
("B&W" or "the company" or "the group")                                         
PRELIMINARY CONDENSED CONSOLIDATED AUDITED FINANCIAL RESULTS FOR THE YEAR ENDED 
31 AUGUST 2010                                                                  
Revenue up 19.6%                                                                
Order book R523 million                                                         
Net profit margin 9.6%                                                          
Cash positive R71,1 million                                                     
No interest-bearing debt                                                        
Consolidated statements of financial position                                   
Audited       Audited       Audited       
                                     31 August     Restated      Restated       
                                     2010          31 August     31 August      
                                     R`000         2009          2008           
R`000         R`000           
ASSETS                                                                          
Non-current assets                      63 477        50 580        24 309      
  Property, plant and equipment        36 939        27 362        10 561       
Deferred tax                        -              3 041         -            
  Goodwill                             7 368        -             -             
  Intangible assets                    3 404        -             -             
  Retention debtors                    15 766        20 177        13 748       
Current assets                          400 914       331 442       236 941     
  Inventories                         3 502          2 084         4 690        
  Loans to related parties             3 700         -             940          
  Other financial asset                3 484        -             -             
Trade and other receivables          319 146       189 594       120 684      
  Cash and cash equivalents            71 082        139 764       110 627      
                                                                                
Total assets                            464 391       382 022       261 250     
EQUITY AND LIABILITIES                                                          
Equity                                  205 084       156 064       111 779     
  Share capital                        38 583        32 285        32 285       
  Foreign currency translation         315          -             -             
reserve                                                                         
  Retained income                      165 970       123 771       79 494       
  Non-controlling interest             216           8             -            
Non-current liabilities                 11 813        10 649        11 608      
Finance lease obligation             131          -             -             
  Deferred tax                         11 682        10 649        11 608       
Current liabilities                     247 494       215 309       137 863     
  Loans from related parties           1 634         1 030         1 185        
Financial liabilities                49 217        78 017        -            
  Current tax payable                  6 841         6 065         18 130       
  Trade and other payables            181 079        126 295       116 718      
  Finance lease obligation            158           -             -             
Provisions                           8 565         3 902         1 830        
                                                                                
Total equity and liabilities            464 391       382 022       261 250     
Number of ordinary shares in issue     204 373 959   200 000 000   200 000      
000              
Net asset value per share (cents)      100,35        78,03         55,89        
Net tangible asset value per           95,08         78,03         55,89        
share(cents)                                                                    
Consolidated statements of comprehensive income                                 
                                                       Audited     Audited      
                                                      31 August   31 August     
                                                      2010        2009          
R`000       R`000         
Contract revenue                                         601 283     502 840    
  Cost of contracts                                     (478 158)   (397 062)   
Gross profit                                             123 125     105 778    
Other Income                                          1 040       1 279       
  Operating expenses                                    (45 855)    (31 506)    
Operating profit                                         78 310      75 551     
  Investment revenue                                    3 567       7 750       
Finance costs                                         (323)       (386)       
Profit before taxation                                   81 554      82 915     
  Taxation                                              (24 041)    (23 631)    
Profit for the year                                      57 513      59 284     
Other comprehensive income                                                      
  Foreign currency translation reserve                 318         -            
Total comprehensive income                              57 831       59 284     
Profit attributable to:                                                         
Owners of the parent                                  57 308      59 277      
  Non-controlling interest                              205         7           
                                                        57 513      59 284      
Total comprehensive income attributable to:                                     
Owners of the parent                                  57 623      59 277      
  Non-controlling interest                              208         7           
                                                        57 831      59 284      
Profit attributable to:                                                         
Owners of the parent                                  57 308      59 277      
  Adjustment for headline earnings -                    (14)        236         
    (profit)/loss on sale of property,                                          
    plant and equipment                                                         
Headline earnings attributable to ordinary shareholders  57 294      59 513     
  Weighted average number of ordinary                  201 275 738 200 000 000  
    shares in issue                                                             
  Earnings per ordinary share (cents)                  28,5        29,6         
Headline earnings per ordinary                       28,5        29,8         
    share(cents)                                                                
Consolidated statements of changes in equity                                    
R`000                                     Share           Share         Treasury
capital         premium       shares    
Balance at 1 September 2007                2               32 283        -      
  Total comprehensive income for the      -               -             -       
year                                                                            
Dividends                               -               -             -       
  Issue of share capital                  -               6 703         -       
  Treasury shares                         -               -             (6 703) 
Balance at 31 August 2008                  2               38 986        (6 703)
Total comprehensive income for the      -               -             -       
year                                                                            
  Issue of share capital                  -               4 566         -       
  Treasury shares                         -               -             (4 566) 
Dividends                               -               -             -       
Balance at 31 August 2009                  2               43 552        (11    
                                                                    269)        
  Total comprehensive income for the      -               -             -       
year                                                                            
  Issue of share capital                  -               6 298         -       
  Dividends                               -               -             -       
Balance at 31 August 2010                  2               49 850        (11    
269)        
R`000                                 Foreign     Retained  Minority   Total    
                                    currency    income    interest   equity     
                                    translation                                 
reserve                                    
Balance at 1 September 2007           -            32 658    -          64 943  
  Total comprehensive income for the -            57 836    -          57 836   
year                                                                            
Dividends                          -           (11 000)   -         (11 000)  
  Issue of share capital             -            -         -          6 703    
  Treasury shares                    -            -         -          (6 703)  
Balance at 31 August 2008             -            79 494    -          111 779 
Total comprehensive income for the -            59 277    8          59 285   
year                                                                            
  Issue of share capital             -            -         -          4 566    
  Treasury shares                    -            -         -          (4 566)  
Dividends                          -           (15 000)   -         (15 000)  
Balance at 31 August 2009             -            123 771   8          156 064 
  Total comprehensive income for the  315         57 308    208        57 831   
year                                                                            
Issue of share capital             -            -         -          6 298    
  Dividends                          -           (15 109)   -         (15 109)  
Balance at 31 August 2010              315         165 970   216        205 084 
Consolidated statements of cash flows                                           
Audited          Audited         
                                              31 August        31 August        
                                              2010             2009             
                                              R`000            R`000            
Cash generated from operations                   23 305           17 945        
  Interest income                               3 567            7 750          
  Finance costs                                 (323)            (387)          
  Tax paid                                      (19 347)         (39 695)       
Net cash from operating activities               7 202            (14 387)      
  Purchase of property, plant and equipment     (14 344)         (20 592)       
  Sale of property, plant and equipment         314              313            
  Business combinations                         (11 653)        -               
Loans to related parties repaid               (3 097)          (1 183)        
  Proceeds from loans from group companies     -                 1 969          
  Purchase of financial assets                  (3 484)         -               
Net cash from investing activities               (32 264)         (19 493)      
(Repayment of) proceeds from other financial  (28 800)         78 017         
liabilities                                                                     
  Inflow from finance lease                     289             -               
  Dividends paid                                (15 109)         (15 000)       
Net cash from financing activities              (43 620)          63 017        
  Total cash movement for the year              (68 682)         29 137         
  Cash at the beginning of the year             139 764          110 627        
Total cash at end of the year                    71 082           139 764       
Segmental reporting                                                             
                                     South Africa  Foreign       Total          
                                    R`000         operations    R`000           
                                                 R`000                          
2010                                                                            
Profit and loss                                                                 
  Contract revenue                    320 142       281 141       601 283       
  Contract costs                      (263 527)     (214 631)     (478 158)     
Gross profit                           56 615        66 510        123 125      
  Other income                        1 040        -              1 040         
Operating profit                       57 655        66 510        124 165      
  Investment income                   3 567        -              3 567         
Finance costs                       (323)        -              (323)         
  Depreciation and amortisation       (5 715)       (1 183)       (6 898)       
  Operating expenses                  (20 742)      (18 215)      (38 957)      
  Taxation                            (6 095)       (17 946)      (24 041)      
Profit after tax                       28 347        29 166        57 513       
Assets and liabilities                                                          
Total assets                           412 525       51 866        464 391      
Total liabilities                      (228 759)     (30 548)      (259 307)    
2009                                                                            
Profit and loss                                                                 
  Contract revenue                    351 841       150 999       502 840       
  Contract costs                      (263 770)     (133 292)     (397 062)     
Gross profit                           88 071        17 707       105 778       
  Other income                        525           754           1 279         
Operating profit                       88 596        18 461        107 057      
  Investment income                   7 708         42            7 750         
Finance costs                       (159)         (227)         (386)         
  Depreciation and amortisation       (2 137)       (1 103)      (3 240)        
  Operating expenses                  (19 778)      (8 488)       (28 266)      
  Taxation                            (18 836)      (4 795)       (23 631)      
Profit after tax                       55 394        3 890         59 284       
Assets and liabilities                                                          
Total assets                           240 226       141 796       382 022      
Total liabilities                      (138 476)     (87 482)      (225 958)    
Notes                                                                           
Deferred taxation                                                               
In the prior year, the deferred tax balances were disclosed as current and non- 
current. In terms of IAS 1, deferred tax should always be presented as non-     
current, even if a portion of the asset or liability will realise within the    
next financial period.                                                          
As such, the amounts reflected in the statements of financial position have been
reclassified as non-current.                                                    
The restatement has no impact on the net asset position, the statement of       
comprehensive income, earnings per share and headline earnings per share        
reported previously.                                                            
The effects of the reclassification are as follows:-                            
Group                      
Statement of financial position                       2009           2008       
Deferred tax - current                                9 967          11 051     
Deferred tax - non-current                            (9 967)        (11 051)   
Operating segments                                                              
Previously, the group was managed based on the geographical location of its     
operations. The basis on which operations are managed has changed in the year   
under review to areas of risk and this has necessitated a change to the         
disclosures made under the segmental reporting note.                            
Commentary                                                                      
Basis of preparation                                                            
The accounting policies applied in the preparation of these preliminary         
condensed audited annual financial statements, which are based on reasonable    
judgements and estimates, are in accordance with International Financial        
Reporting Standards ("IFRS") and are consistent with those applied in the       
audited annual financial statements for the year ended 31 August 2009. These    
preliminary condensed audited annual financial statements as set out in this    
report have been prepared in terms of IAS 34: Interim Financial Reporting, the  
Companies Act (Act 61 of 1973), as amended, the AC 500 Standards and the        
Listings Requirements of the JSE Limited.                                       
Audit opinion                                                                   
The preliminary condensed annual financial statements for the year have been    
audited by B&W`s auditors, Certified Master Auditors Inc. Their unqualified     
audit report is available for inspection at the company`s registered office.    
Introduction                                                                    
The directors of B&W are pleased to present the preliminary condensed           
consolidated audited financial results for the year ended 31 August 2010 ("the  
year"), which reflect B&W`s resilience in the face of tough trading conditions. 
Despite reduced levels of activity in the construction industry, the group      
recorded satisfactory results. B&W ended the year with a strong balance sheet   
reflecting no long-term debt and a substantial positive cash balance.           
The group successfully weathered pressure on margins in the wake of the global  
recession through ongoing project work in Africa, where the mining industry in  
particular continues to offer promising opportunity. The results were boosted by
a significant proportion of work - which had been previously postponed due to   
the economic downturn - being brought to account during the year. In addition,  
initial recovery towards the end of the year in B&W`s target sectors in South   
Africa had a further positive effect.                                           
The acquisition of earthing, lightning and surge protection specialist Pontins  
(Pty) Ltd ("Pontins") was finalised during the year. As part of the acquisition 
intangible assets amounting to R4,3 million were acquired and goodwill arising  
on the transaction totalled R7,4 million. The carrying amount of intangible     
assets after amortisation is disclosed in the statements of financial position. 
Pontins` results have been incorporated into these group results.               
During the year B&W received 9EB accreditation from the Construction Industry   
Development Board (CIDB) enabling the group to participate in public sector     
works of unlimited size and value.                                              
Group profile                                                                   
The group is one of South Africa`s top three niche providers of electrical and  
instrumentation ("E&I") services as well as specialist earthing, lightning and  
surge protection solutions to the oil & gas, infrastructure, industrial,        
utilities, mining, chemical and food & beverage industries across sub-Saharan   
Africa. Services include equipment procurement, project supervision,            
installation, post-installation commissioning and to a lesser degree ongoing    
maintenance.                                                                    
Financial results                                                               
Group revenue increased 19,6% to R601,3 million (2009: R502,8 million) due to   
the materialisation of previously postponed orders, as well as new contracts    
secured. Challenging trading conditions slightly depressed the gross profit     
margin to 20,5% (2009: 21,0%).                                                  
Group operating expenses rose 45,5% to R45,9 million (2009: R31,5 million). This
amount includes once-off costs  in respect of the acquisition of Pontins as well
as Pontins` operating costs. Excluding the once-off costs the increase is       
commensurate with the increase in turnover and normal inflationary pressure.    
Group profit before taxation ("PBT") amounted to R81,6 million (2009: R82,9     
million) and net profit after tax attributable to ordinary shareholders totalled
R57,3 million (2009: R59,2 million). Group earnings declined slightly to 28,5   
cents per share (2009: 29,6 cents per share) in line with the drop in net profit
after tax ("NPAT") and due to the dilution of additional shares issued for the  
Pontins acquisition.                                                            
Cross-border contracts accounted for R281,1 million, or 46,8%, of revenue and   
R66,5 million of gross profit equating to approximately 54,0% of total gross    
profit reported.                                                                
The cash balance of R140 million at the beginning of the year halved to R71,1   
million at year-end, primarily as a result of increased debtors and work in     
progress as well as a reduction in upfront payments. Capital expenditure in the 
ordinary course of business, the acquisition of Pontins, and the payment of the 
interim dividend further contributed to this decrease.                          
Health & safety                                                                 
B&W prides itself on excellence in maintaining health and safety standards. This
commitment is clearly reflected in the achievement during the year of the       
milestone 1 000 000 accident-free hours on a B&W site.                          
Prospects                                                                       
The after-effects of the recession are anticipated to impact the construction   
industry for at least another 18 months. The board believes it may take even    
longer to return to the activity levels of 2007/8. However, recent price        
increases in some commodities may prove this time horizon overly-pessimistic.   
At year-end B&W carried over work in hand to the value of R433 million as well  
as anticipated annuity income of R90 million, the majority of which is scheduled
for completion in the year ahead prior to August 2011 with no expected delays.  
A slow recovery in orders, supported by a focused marketing effort is           
positioning the group to sustain top line growth. However, profit margins are   
expected to remain tight for the foreseeable future and management is focusing  
on operational efficiencies, which are critical to maintaining cash flow and    
ensuring reasonable returns in a lower margin environment.                      
Looking beyond FY2011 B&W`s identified pipeline of projects is substantial. The 
majority of these projects are in the mining industry and are currently in the  
feasibility stage. Commencement time-frames will be dependent on global resource
pricing and the extent of risk appetite in the financial sector.                
The discovery of new oil and gas reserves in a number of African countries as   
well as the proposed refineries in South Africa, Angola and Mozambique present  
further opportunities for the group, although the latter is expected to have an 
impact only from 2013 onwards.                                                  
Recent developments in the regulatory framework of the South African power      
generation industry could expose opportunity for private sector participation   
and open a further avenue for growth.                                           
Subsequent events                                                               
The board of directors is not aware of any material matters or circumstances    
arising since year-end and up to the date of this report.                       
Dividend                                                                        
Company policy is to declare a dividend equal to 25% of NPAT, cash flow         
permitting. In light of the cash balance on hand at year-end as well as the     
company`s long-term interest-bearing debt free record, the directors feel that  
there is no need to deviate from this policy and have declared a final dividend 
of 4,5 cents per share (2009: 5 cents per share). This, together with the       
interim dividend of 2,5 cents per share, maintains the company`s stated dividend
policy.                                                                         
The salient dates for the dividend are as follows:                              
Last day to trade shares cum dividend   Friday, 3 December 2010                 
Shares trade ex dividend Monday, 6 December 2010                                
Record date    Friday, 10 December 2010                                         
Payment date   Monday, 13 December 2010                                         
No share certificates may be dematerialised or rematerialised between Monday, 6 
December 2010 and Friday, 10 December 2010, both dates inclusive.               
John Barrow    Brian Harley                                                     
Chairman  Chief Executive Officer                                               
On behalf of the board                                                          
16 November 2010                                                                
Directors:                                                                      
John Barrow (Chairman); Brian Harley (CEO); Danie Evert (Financial Director);   
Johan Breedt; Tom Lombard;  Ken Nel; Dean Nevay; Gary Swanepoel; Sam Vilakazi;  
Wolf Wassermeier*; Jimmy Oosthuizen*; Unati Mabandla*.                          
*Non-executive director???Independent                                           
Registered office:                                                              
42 Fourth Avenue, Alberton North, 1449?(PO Box 956, Alberton, 1450)             
Designated adviser:                                                             
Merchantec Capital                                                              
Transfer secretaries:                                                           
Computershare Investor Services (Proprietary) Limited                           
70 Marshall Street, Johannesburg, 2001(PO Box 61051, Marshalltown, 2107)        
Company secretary:                                                              
CIS Company Secretaries (Proprietary) Limited                                   
70 Marshall Street, Johannesburg, 2001(PO Box 61051, Marshalltown, 2107)        
Investor relations:                                                             
Envisage Investor & Corporate Relations                                         
Date: 16/11/2010 07:05:03 Produced by the JSE SENS Department.                  
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