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Mon 15 Aug 2011, 8:00 GRF - Group Five Limited - Audited results for the year ended 30 June 2011
GRF
GRF                                                                             
GRF - Group Five Limited - Audited results for the year ended 30 June 2011      
GROUP FIVE LIMITED                                                              
(Registration number: 1969/000032/06)                                           
(Incorporated in the Republic of South Africa)                                  
Share Code: GRF  ISIN Code: ZAE000027405                                        
AUDITED RESULTS FOR THE YEAR ENDED 30 JUNE 2011                                 
CONDENSED CONSOLIDATED INCOME STATEMENT FOR THE YEAR ENDED 30 JUNE 2011         
Audited                                  
(R`000)                                 2011           2010                     
Revenue                                 9 206 998      11 337 588               
Operating profit before fair value      498 828        876 895                  
adjustments and impairment adjustments                                          
Fair value adjustment relating to       48 844         13 532                   
investments in service concessions,                                             
property developments and investment                                            
properties - net                                                                
Impairment of property, plant and       (550 540)      (325 569)                
equipment                                                                       
Operating (loss)/profit                 (2 868)        564 858                  
Share of profit from associates         820            1 347                    
Finance income                          96 060         143 303                  
Finance costs                           (77 699)       (115 432)                
Profit before taxation                  16 313         594 076                  
Taxation                                (158 143)      (258 297)                
(Loss)/profit after taxation from       (141 830)      335 779                  
continuing operations                                                           
Loss for the year from discontinued     (17 214)       (22 102)                 
operations                                                                      
(Loss)/profit for the year              (159 044)      313 677                  
Allocated as follows:                                                           
Equity shareholders of Group Five       (218 107)      267 377                  
Limited                                                                         
Non-controlling interest                59 063         46 300                   
                                       (159 044)      313 677                   
(Loss)/earnings per share R             (2,27)         2,80                     
Fully diluted (loss)/earnings           (2,27)         2,56                     
per share R                                                                     
DETERMINATION OF HEADLINE EARNINGS FOR THE YEAR ENDED 30 JUNE 2011              
                                       Audited                                  
(R`000)                                 2011           2010                     
Attributable (loss)/profit              (218 107)      267 377                  
Adjusted for (net of tax)               536 989        318 534                  
-  Loss/(profit) on sale of property,    832            (267)                   
plant and equipment and investment                                             
 property                                                                       
-  Loss on disposal of subsidiary        574            3 567                   
-  Impairment of property, plant and     521 621        293 132                 
equipment                                                                      
-  Net profit on fair value adjustment   (3 252)        -                       
 on investment property                                                         
-  Losses on disposal of discontinued    17 214         22 102                  
operations                                                                     
Headline earnings                       318 882        585 911                  
CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME FOR THE YEAR ENDED     
30 JUNE 2011                                                                    
Audited                                  
(R`000)                                 2011           2010                     
(Loss)/profit for the year              (159 044)      313 677                  
Other comprehensive income for the year                                         
net of tax                                                                      
Exchange differences on translating     (45 948)       (68 889)                 
foreign operations                                                              
Total comprehensive income for the year (204 992)      244 788                  
Total comprehensive income for the year                                         
attributable to                                                                 
Equity shareholders of Group Five       (264 055)      198 488                  
Limited                                                                         
Non-controlling interest                59 063         46 300                   
Total comprehensive income for the year (204 992)      244 788                  
CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS AT     30 JUNE        
2011                                                                            
Audited                                  
(R`000)                                 2011           2010                     
ASSETS                                                                          
Non-current assets                                                              
-  Property, plant and equipment and     1 430 457      2 106 573               
 investment property                                                            
-  Goodwill                              -              24 859                  
-  Investments - service concessions     253 100        224 311                 
-  Investments - property developments   8 691          128 691                 
-  Other non-current assets              227 745        173 918                 
                                       1 919 993      2 658 352                 
Current assets                                                                  
-  Other current assets                  3 562 973      4 096 899               
-  Bank balances and cash                2 234 779      3 129 990               
                                       5 797 752      7 226 889                 
Non-current assets classified as held   53 233         65 153                   
for sale                                                                        
Total assets                            7 770 978      9 950 394                
EQUITY AND LIABILITIES                                                          
Capital and reserves                                                            
-  Equity attributable to equity         2 148 130      2 486 357               
 holders of the parent                                                          
-  Non-controlling interest              117 565        75 055                  
                                       2 265 695      2 561 412                 
Non-current liabilities                                                         
-  Interest bearing borrowings           232 203        843 244                 
-  Other non-current liabilities         87 326         64 945                  
                                       319 529        908 189                   
Current liabilities                                                             
-  Other current liabilities             5 185 754      6 456 620               
-  Bank overdrafts                       -              24 173                  
                                       5 185 754      6 480 793                 
Total liabilities                       5 505 283      7 388 982                
Total equity and liabilities            7 770 978      9 950 394                
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOW FOR THE YEAR ENDED       30       
JUNE 2011                                                                       
Audited                                  
(R`000)                                 2011           2010                     
Cash flow from operating activities                                             
Profit before working capital changes   756 256        1 132 993                
Working capital changes                 (1 237 775)    58 001                   
Cash (utilised)/generated from          (481 519)      1 190 994                
operations                                                                      
Finance income - net                    18 361         27 871                   
Taxation and dividends paid             (375 756)      (284 241)                
Net cash (utilised)/generated by        (838 914)      934 624                  
operating activities                                                            
Property, plant and equipment and       (48 800)       (124 739)                
investment property (net)                                                       
Investments (net)                       117 517        (43 749)                 
Net cash generated by/(utilised in)     68 717         (168 488)                
investing activities                                                            
Net cash utilised in financing          (92 809)       (401 753)                
activities                                                                      
Effects of exchange rates on cash and   (8 032)        (36 990)                 
cash equivalents                                                                
Net cash generated by discontinued      -              -                        
operations                                                                      
Net (decrease)/increase in cash and     (871 038)      327 393                  
cash equivalents                                                                
CAPITAL EXPENDITURE AND DEPRECIATION AS AT 30 JUNE 2011                         
                                       Audited                                  
(R`000)                                 2011           2010                     
-  Capital expenditure for the year      150 352        210 026                 
-  Capital expenditure committed or      203 745        209 577                 
 authorised for the next year                                                   
-  Depreciation for the year             211 557        245 235                 
CONDENSED CONSOLIDATED SEGMENTAL ANALYSIS FOR THE YEAR ENDED     30 JUNE        
2011                                                                            
                                         Audited                                
(R`000)                          %        2011           2010                   
                              change                                            
Revenue                                                                         
Investments and                  (6)      554 659        591 871                
Concessions                                                                     
-  Infrastructure                 (6)      522 870        557 227               
Concessions                                                                    
-  Property Developments          (8)      31 789         34 644                
Manufacturing                    -        867 523        866 221                
Construction Materials           (12)     434 233        491 860                
Construction                     (22)     7 350 583      9 387 636              
-  Building and Housing           (33)     2 143 004      3 186 142             
-  Civil Engineering              (25)     3 548 361      4 713 487             
-  Engineering                    12       1 659 218      1 488 007             
Total revenue                    (19)     9 206 998      11 337 588             
                                %                                               
(R`000)                 2011     change                                         
                      Core                                                      
margin                                                    
                      %                                                         
OPERATING PROFIT                                                                
Investments and         11.3     (18)     62 624         75 928                 
Concessions                                                                     
-  Infrastructure        14.0     (13)     73 176         83 974                
 Concessions                                                                    
-  Property Developments (33.2)   (31)     (10 552)       (8 046)               
Manufacturing           3.0      (68)     26 342         82 300                 
Construction Materials  (15.7)   (487)    (68 157)       17 624                 
Construction            6.5      (26)     480 318        649 967                
-  Building and Housing  6.4      (38)     136 900        220 022               
-  Civil Engineering     6.5      (20)     231 904        290 001               
-  Engineering           6.7      (20)     111 514        139 944               
Total core operating    5.4      (39)     501 127        825 819                
profit                                                                          
Adjustment for non-                                                             
operational                                                                     
transactions                                                                    
Pension fund valuation                    (2 000)        55 161                 
(deficit)/surplus                                                               
Loss on sale of                           (299)          (4 085)                
subsidiary                                                                      
Total operating profit                    498 828        876 895                
before fair value and                                                           
impairment adjustments                                                          
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 30     
JUNE 2011                                                                       
Audited                                  
(R`000)                                 2011           2010                     
Balance at 1 July                       2 561 412      2 407 843                
Net (loss)/profit for the year          (159 044)      313 677                  
Other comprehensive loss for the year   (45 948)       (68 889)                 
Share options expense                   46 836         43 002                   
Distribution to non-controlling         (16 553)       (5 611)                  
interest                                                                        
Dividends paid                          (121 008)      (128 610)                
Balance at 30 June                      2 265 695      2 561 412                
STATISTICS AS AT 30 JUNE 2011                                                   
                                       Audited                                  
2011           2010                      
Number of ordinary shares               96 004 779     95 335 170               
-  Shares in issue                       121 477 858    120 911 817             
-  Less: Shares held by share trusts     (25 473 079)   (25 576 647)            
Weighted average shares (`000s)         96 114         95 378                   
Fully diluted weighted average shares   101 137        104 376                  
(`000s)                                                                         
(Loss)/earnings per share - R           (2,27)         2,80                     
Headline earnings per share - R         3,32           6,14                     
Fully diluted (loss)/earnings           (2,27)         2,56                     
per share - R                                                                   
Fully diluted headline earnings         3,15           5,61                     
per share - R                                                                   
Dividend cover (based on earnings       -              2,0                      
per share)                                                                      
Dividends per share (cents)             72,0           137,0                    
-  Interim                               52,0           63,0                    
-  Final                                 20,0           74,0                    
Net asset value per share - R           22,38          26,08                    
Net debt to equity ratio                -              -                        
Current ratio                           1.1            1.1                      
ESTIMATES AND CONTINGENCIES                                                     
The group makes estimates and judgments concerning the future, particularly     
with regards to construction contract profit taking, provisions,                
arbitrations and claims and various fair value accounting policies. The         
resulting accounting estimates and judgments can, by definition, only           
approximate the actual results. Estimates and judgments are continually         
evaluated and are based on historical experience and other factors,             
including expectations of future events that are believed to be reasonable      
under the circumstances.                                                        
Total financial institution guarantees given to third parties on behalf of      
subsidiary companies amounted to R4 537 million as at   30 June 2011 (2010:     
R5 062 million).                                                                
DIVIDEND DECLARATION                                                            
The directors have declared a final dividend number 66 of 20 cents per          
ordinary share (2010: 74 cents) payable to shareholders.                        
To comply with the requirements of Strate the relevant details are:             
Event                                   Date                                    
Last day to trade (cum-dividend)        Friday, 23 September 2011               
Shares to commence trading          (ex-Monday, 26 September 2011               
dividend)                                                                       
Record date (date shareholders          Friday, 30 September 2011               
recorded in books)                                                              
Payment date                            Monday, 3 October 2011                  
No share certificates may be            Monday, 26 September 2011 and           
dematerialised or rematerialised        Friday, 30 September 2011,              
between                                 both dates inclusive.                   
BASIS OF PREPARATION                                                            
These consolidated condensed financial statements for the year ended 30         
June 2011 have been prepared in accordance with IAS 34, "Interim Financial      
Reporting" and in the manner required by the Companies Act of South Africa.     
The consolidated condensed financial statements should be read in               
conjunction with the annual financial statements for the year ended 30 June     
2011 which have been prepared in accordance with International Financial        
Reporting Standards (IFRS).                                                     
The accounting policies are consistent with those used in the prior year.       
These results have been audited by PricewaterhouseCoopers Inc., Registered      
Auditors.                                                                       
Their unmodified audit report is available for inspection at the company`s      
registered office.                                                              
COMMENTARY                                                                      
Financial overview                                                              
In the period under review, the construction and engineering activity in        
the markets in which the group operates remained depressed. These               
conditions were further exacerbated by the unpredictable delays in some         
public infrastructure expenditure in South Africa and domestic over-            
capacity in the industry which was built up in the years preceding the 2010     
infrastructure super-cycle.                                                     
Against these difficult markets, the group took a strategic decision to, as     
far as possible, avoid securing a low margin construction order book with       
cash negative returns. The group instead searched for better quality work       
outside of South Africa, focusing on growing the concessions business and       
cutting rather than carrying costs.                                             
Whilst the group`s Construction and Concessions businesses performed well       
in light of these tough market conditions, further adverse cyclical and         
fundamental changes in the Construction Materials markets, particularly in      
the aggregates and ready-mix markets, occurred. This resulted in the group      
taking a much more conservative view of the prospects for this cluster. We      
therefore processed a second impairment against the carrying value of the       
non-current assets of the construction materials business in December 2010,     
as outlined below and as previously reported.                                   
The Manufacturing segment was also adversely affected through this severe       
down-cycle with volume and pricing pressure degrading revenue and margins.      
Financial performance                                                           
Headline earnings per share (HEPS) decreased by 45.9% and fully diluted         
HEPS (FDHEPS) by 43.9%. Due to an impairment charge on property, plant and      
equipment and goodwill within the Construction Materials business, earnings     
per share (EPS) and fully diluted EPS (FDEPS) was a loss of 227 cents per       
share.                                                                          
Group revenue decreased by 18.8% from R11,3 billion to         R9,2 billion     
due to a reduction in activity levels within the buildings, housing and         
civil infrastructure markets, client-driven contract delays and the group`s     
decision not to chase volumes at the expense of margin. These conditions,       
combined with increasing price competition, resulted in operating profit        
before fair value adjustments and impairment adjustments decreasing by          
43.1% from R877 million to R499 million.                                        
Included within operating profit is a deficit on the group`s pension fund       
of R2,0 million (2010: surplus of R55,2 million).                               
The group operating profit margin was 5.4% (2010: 7.7%). The decrease is        
attributable to the decline in the Construction Materials market and the        
weak performance by the Manufacturing business, somewhat offset by the          
sound results within tough market conditions from the heavy construction        
cluster and infrastructure concessions businesses.                              
Fair value net upward adjustments of R48,8 million (2010:     R13,5             
million) relating to the group`s interests in Eastern European road             
transport concessions, as well as the group`s investments in property           
developments and investment properties, positively affected the group`s         
results in the period under review.                                             
In line with expectations, group net finance income of        R18,4 million     
was recorded for the year compared to net finance income of R27,9 million       
in the prior year. This was assisted by stabilised interest rates, but          
negatively affected by the reduction in cash and cash equivalents, which        
were mainly realised in the first half of the financial year.                   
The effective tax rate of 33% (2010: 34%) on profit before the construction     
materials impairment adjustment was higher than the South African statutory     
tax rate of 28%, mainly due to secondary tax on companies paid, liabilities     
in jurisdictions with higher taxation rates and a conservative approach         
adopted to the raising of deferred taxation assets.                             
Financial position                                                              
The group balance sheet continues to be sound, with a nil net gearing ratio     
as at 30 June 2011.                                                             
Practice requires that the carrying values of non-current assets owned by       
the group, including property, plant and equipment and goodwill, are            
reviewed for impairment on an annual basis or when there is such an             
indication. The weakened market conditions applicable to the Construction       
Materials cluster therefore resulted in detailed impairment tests being         
conducted. As there is currently uncertainty around the timing of the           
recovery of construction materials markets and a delay in contract roll out     
and awards in the public sector, management adopted a cautious approach         
when considering the carrying value of these assets and therefore processed     
an impairment of R325,6 million in the 2010 financial year and a further        
R550,5 million in the first half of 2011. The impairment tests performed at     
year end indicated that a further impairment was not required.                  
Furthermore, during the year, an amount of R17,2 million (2010: R22,1           
million) was charged to the income statement, mainly as a result of the         
prudent treatment of the amount due from contract claims on a terminated        
Indian toll road contract carried as a discontinued operation.                  
Cash flow                                                                       
The group generated R756,3 million cash from operations before working          
capital changes. However, in line with expectations, working capital            
absorption of R1,2 billion (2010: R58 million generated) resulted in a net      
cash outflow of R871 million in the period of which the majority (R706          
million), occurred in the first half of the financial year. As expected,        
the finalisation of the large local infrastructure contracts saw the            
unwinding of advance payments and the settlement of creditor final              
accounts. Pleasingly, working capital outflows reflect the settlement of        
trade and other payables only, whereas working capital continues to improve     
in all other areas of trade and other receivables and the management of         
inventory levels.                                                               
Dividends                                                                       
The group`s adopted dividend policy is approximately four times basic           
earnings per share dividend cover. This policy is subject to review on a        
semi-annual basis, prior to dividend declaration, as distributions will be      
influenced by business growth, acquisition activity or movements in             
earnings as a result of fair value accounting adjustments. In recognition       
of the non-cash nature of the Construction Materials impairment adjustment,     
the board has approved a dividend based on a cover of four times earnings       
per share of R2,89 before recording of impairment adjustments, non-cash         
fair value adjustments and pension fund deficits. A final dividend of 20        
cents per share (2010: 74 cents) has thus been declared. This brings the        
total dividend for the year to 72 cents per share (2010: 137 cents). The        
dividend policy therefore remains unchanged and is based on the medium term     
business outlook and the availability of liquid resources.                      
Business combinations                                                           
There were no business combinations during the current financial year.          
Shareholding                                                                    
Further to the group`s previous statement regarding the unwinding of the        
iLima Consortium (iLima) shareholding, the courts have awarded in Group         
Five`s favour and instructed the return of the group`s shares by iLima.         
This process is currently being delayed due to the liquidation of iLima. As     
previously reported, the unwinding will have no material bearing on the         
group`s results. The group has excluded the iLima shareholding from its         
current broad-based black economic (BBBEE) scorecard and confirms that its      
scorecard has not been adversely affected. The group`s BBBEE status is          
currently a market-leading Level 2.                                             
Industry matters                                                                
As announced on SENS on 1 February 2011, the group adopted a proactive          
stance in respect of the ongoing investigation by the Competition               
Commission into alleged anti-competitive behaviour within the construction      
industry. In 2008, the group took the lead and initiated an invasive            
internal investigation of its own. The group co-operated with the               
Commission for the last two years in the interest of determining if it had      
any exposure and to take advantage of the Commission`s leniency programme       
to limit the risk of any penalties and/or fines. The group believes it has      
no such exposure, although this cannot be guaranteed until the completion       
of The Commission`s investigation. The group is able to advise that it has      
recently signed a conditional leniency agreement with The Commission            
without penalty pending conclusion of the industry investigation. The board     
of Group Five once again confirms its support for the Commission`s process      
and its commitment to assist the Commission in its objective to rid the         
sector of anti-competitive behaviour.                                           
OPERATIONAL OVERVIEW                                                            
Group                                                                           
For comparative purposes, we provide both the group`s total operating           
margins as well as the operating margins per segmental report net of non-       
core/headline transactions of pension fund surpluses and deficits, fair         
value adjustments and profit/loss on sale or impairment of subsidiaries. We     
refer to the latter margin as the core operating margin, as it reflects the     
underlying operating performance. Both margins exclude the impairment on        
non-current assets adjustment.                                                  
The group`s operating margins are reflected below.                              
                                      Year ended                                
                                      30 June 2011    30 June 2010              
Revenue (R`000)                        9 206 998       11 337 588               
Total operating margin %               5.4             7.7                      
Core operating margin %                5.4             7.3                      
Notes:                                                                          
Total operating margin % is defined as operating profit before                  
fair value adjustments and impairment adjustments as a % of                     
revenue.                                                                        
Core operating margin % is defined as total operating margin %                  
adjusted for the non-core transactions listed above.                            
Introduction                                                                    
The South African private sectors in which the group`s Construction             
businesses operate, namely mining, industry, oil and gas, power and real        
estate, remained weak. Whilst some of the government-owned enterprises,         
namely SANRAL, Transnet and Eskom, continued to provide some workload, the      
timing of resumption in general government infrastructure spending has been     
and will remain a key factor for the domestic South African construction        
industry.                                                                       
Although there is a planned capital investment in excess of a trillion Rand     
in public infrastructure spend and over R60 billion identified in the PPP       
and concessions market for large public buildings and roads, as well as         
power developments, only a few significant awards have been made in the         
last five consecutive halves. `The group has therefore adapted its strategy     
to focus on a more balanced portfolio of public and private domestic            
markets, with a resumed emphasis on expanding international order books.        
In this regard, there has been an increase in group activity in the African     
power, energy and mining sectors in gold, copper, zinc, uranium and coal in     
an increasing number of carefully selected countries.                           
In the Middle East, the group continued to actively pursue new                  
infrastructure and industrial opportunities in new territories outside of       
the weak UAE market, although new contract awards are unlikely to be            
secured during before H2 F2012. The resolution of the commercial closure of     
the two previously reported terminated contracts in Dubai is proceeding in      
an orderly fashion. Contract values have been agreed, with cash flow on one     
having been received in accordance with the agreement, whilst cash flow on      
the second is under negotiation.                                                
In Eastern Europe new road transport concession projects have become less       
popular with certain new governments, but the increase in traffic on            
existing toll routes and the opening of recently-completed new routes will      
provide a solid and sustainable business from which further opportunities       
will be accessed in open road and truck tolling in Eastern Europe.              
Investments and Concessions                                                     
(including Infrastructure Concessions   Year ended                              
and Property Developments)                                                      
                                       30 June 2011  30 June 2010               
Revenue (R`000)                         554 659       591 871                   
Total operating margin %                10.9          12.7                      
Core operating margin %                 11.3          12.8                      
Investments and Concessions consists of Infrastructure Concessions and          
Property Developments. This cluster contributed 6.0% (2010: 5.2%) to group      
revenue.                                                                        
Infrastructure Concessions                                                      
This segment demonstrated a consistent performance despite the continued        
effects of the deep recession across the European region.                       
Revenue, which consists primarily of fees for the operation and maintenance     
of toll roads, decreased by 6% from R557,2 million to R522,9 million.           
Despite this the core operating profit margin decreased only slightly to        
14.0% (2010: 15.1%), with core operating profit of R73,2 million (2010:         
R84,0 million). The segment also recorded fair value adjustments of R33,2       
million (2010: R13,5 million) as described above.                               
Going forward, Eastern European and African concession opportunities are        
set to remain attractive, with further new projects under development in        
toll roads and power. The timing of awards in the South African buildings       
PPP market, and renewable energy (REFIT) projects, however, remains             
uncertain.                                                                      
Property Developments                                                           
Property Developments performed in line with our stated expectations and        
did not generate positive returns during this financial year. The group         
continues to progress its strategy of disinvestment from the residential        
sector in favour of securing  A-grade commercial and retail property            
development positions in South Africa.                                          
Therefore, as expected, Property Developments` revenue decreased by 8% from     
R34,6 million in F2010 to R31,8 million. The business incurred a core           
operating loss for the year of R10,6 million (2010: R8,0 million). The          
cluster also recorded fair value adjustments of R15,7 million (2010: nil)       
as described above.                                                             
The Property Developments strategy is on track and the group anticipates a      
return to stronger results post F2012, in line with previous expectations.      
Manufacturing                                                                   
                                       Year ended                               
                                       30 June 2011  30 June 2010               
Revenue (R`000)                         867 523       866 221                   
Total operating margin %                3.0           10.0                      
Core operating margin %                 3.0           9.5                       
Manufacturing consists of the fibre cement building products business,          
Everite, as well as steel fabrication businesses. Manufacturing contributed     
9.4% (2010: 7.6%) to group revenue.                                             
The cluster produced disappointing results in a market where both private       
and public sector conditions weakened substantially.                            
Revenue remained unchanged at R867,5 million (2010:          R866,2             
million). The reported core operating profit for the year was R26,3 million     
which was materially lower than the prior year of R R82,3 million,              
resulting in a core operating margin of 3.0% (2010: 9.5%).                      
The Fibre Cement business achieved reasonable returns by establishing           
alternative income streams, whilst removing costs within the traditional        
business model. In the period under review, further progress was made in        
developing the group`s Advanced Building Technologies (ABT) product             
offering into the housing and building market which is set to become a          
significant source of off-take volumes for Everite.                             
Group Five Pipe benefited from increasing - although erratic - demand for       
bulk water transport systems, whilst the Structural Steel business unit         
suffered from low volumes, increasing steel prices and excessive costs and      
write downs within the Steel businesses.                                        
Construction Materials                                                          
                                       Year ended                               
                                       30 June 2011  30 June 2010               
Revenue (R`000)                         434 233       491 860                   
Total operating margin %                (15.7)        4.1                       
Core operating margin %                 (15.7)        3.6                       
Construction Materials comprises aggregates, readymix concrete and mining       
crushing services. Construction Materials contributed 4.7%   (2010: 4.3%)       
to group revenue.                                                               
This cluster experienced a particularly tough trading year, with volumes        
and prices depressed by the slow roll out of public infrastructure and          
current recessionary pressures in the residential property market. In spite     
of aggressive cost reduction and process improvement measures taken, this       
cluster had to deal with the worst downturn for decades in the aggregates       
and readymix market in Gauteng, its area of operation. The asphalt, mobile      
crushing, sand and mining crushing services operations have not been as         
materially affected.                                                            
The segment reported a core operating loss of R68,2 million against a core      
operating profit of R17,6 million in F2010. In the first half of the            
current financial year the cluster produced a core loss of R33,4 million.       
Restructuring costs were incurred predominantly in the second half.             
Against continued difficult markets, the cluster was re-engineered and          
right-sized to survive the downturn and to create improved returns as the       
market recovers.                                                                
Structural, management and operational changes were implemented and a           
detailed market validation and asset verification and valuation exercise        
undertaken. Process costs were reduced and efficiencies gained to limit the     
margin impact from depressed volumes and prices. A gradual recovery is          
expected over the next 12 to 18 months.                                         
Construction                                                                    
Construction comprises the business segments of Building and Housing, Civil     
Engineering and Engineering. Engineering incorporates the businesses of         
Projects and Engineering and Construction (E+C).                                
                                       Year ended                               
                                       30 June 2011  30 June 2010               
Revenue (R`000)                         7 350 583     9 387 636                 
Total operating margin %                6.5           7.4                       
Core operating margin %                 6.5           6.9                       
Construction continued to be the largest cluster in the group. It               
contributed 79.9% of group revenue in the year under review        (2010:       
82.8%).                                                                         
Construction revenue decreased by 22% from R9,4 billion to      R7,4            
billion and core operating profit decreased by 26% from     R650 million to     
R480 million. However, the group is pleased to be able to report only a         
slight decline in core operating profit margin as a result of good contract     
execution and avoiding low-margin contracts wherever possible. The overall      
Construction core operating profit margin percentage was 6.5% (2010: 6.9%).     
Building and Housing                                                            
                                       Year ended                               
                                       30 June 2011  30 June 2010               
Revenue (R`000)                         2 143 004     3 186 142                 
Total operating margin %                6.4           7.4                       
Core operating margin %                 6.4           6.9                       
In spite of the private building sector remaining extremely weak, Building      
and Housing managed to partially mitigate this impact through the               
contribution from some public sector contracts, as well as a focus on over-     
border opportunities, improved execution and supply chain savings.              
Building and Housing revenue decreased from R3,2 billion       (94% local)      
to R2,1 billion (70% local). The segment reported a 38% decrease in core        
operating profit from the prior year, with core operating profit decreasing     
from R220,0 million to       R136,9 million. This resulted in the overall       
core operating margin percentage decreasing from 6.9% to 6.4%. The              
operating margin in this segment held up due to the completion of large         
contracts, as well as the timeous and successful focus on securing new over-    
border and domestic contracts in public buildings and the educational and       
private healthcare sectors.                                                     
During the year, the private sector property market remained weak, which        
was exacerbated by the slowdown in government`s promised infrastructure         
spend and delays in awards of certain public private partnership (PPP)          
projects. A recovery over the next 12 to 18 months is expected.                 
The secured one-year order book stands at R2,1 billion (88% local) (2010:       
R2,6 billion and 78% local) and secured work at         R3,1 billion  (75%      
local) (2010: R3,5 billion (77% local)).                                        
Civil Engineering                                                               
                                       Year ended                               
30 June 2011  30 June 2010               
Revenue (R`000)                         3 548 361     4 713 487                 
Total operating margin %                6.5           6.6                       
Core operating margin %                 6.5           6.2                       
Civil Engineering includes the group`s civil engineering activities in          
South Africa, the rest of Africa and the Middle East.                           
Civil Engineering reported a 25% decrease in revenue from       R4,7            
billion (83% local) to R3,5 billion (85% local), while core operating           
profit decreased by 20% to R231,9 million from       R290,0 million.            
However, the group is pleased to report an improvement in core operating        
margin from 6.2% in the prior year to 6.5%.                                     
This was due to successful execution and effective commercial management of     
large contracts in both the public and private sector despite additional        
once-off costs incurred in the rectification of a pipeline contract in          
Jordan. Although tendering activity is high and increasing, awards are          
currently infrequent.                                                           
In the Middle East, the group continues to be conservative in its treatment     
of the cancelled contracts which are progressing slowly to resolution, with     
cash already received by the group. Geographical expansion in the Middle        
East is progressing with due cognisance of the risk imposed by the recent       
political unrest in the region.                                                 
Civil Engineering`s secured one-year order book stands at       R2,5            
billion (57% local), compared to R3,0 billion (85% local)   as at 30 June       
2010. The full order book is at R3,7 billion (58% local) (2010: R3,8            
billion (80% local)). This is the largest order book of our Construction        
businesses.                                                                     
Based on the group`s tender opportunity pipeline, it expects meaningful         
contract awards to realise over the next 12 to 18 months, both in terms of      
its target geographies as well as its targeted sectors of mining,               
industrial, power, oil and gas, water and environment, transport and real       
estate. The group therefore remains cautiously optimistic about future          
prospects.                                                                      
Engineering                                                                     
                                       Year ended                               
                                       30 June 2011  30 June 2010               
Revenue (R`000)                         1 659 218     1 488 007                 
Total operating margin %                6.7           9.9                       
Core operating margin %                 6.7           9.4                       
The Engineering cluster incorporates the Projects business and the newly-       
constituted Engineering and Construction (E+C) business.                        
Conversely to the rest of Construction, Engineering experienced a recovery      
in its markets. Revenue increased by 12% from         R1,5 billion (50%         
local) to R1,7 billion (52% local). The increase in the South African           
content of the revenue resulted in a core operating profit decrease of 20%      
from R139,9 million to      R111,5 million. The core operating profit           
margin percentage decreased to 6.7% (2010: 9.4%).                               
A recovery in enquiry levels from the sub-Saharan African mining and energy     
markets is underway, which resulted in recent new contract awards. This         
trend is expected to continue in certain mineral categories. There was also     
a significant progression in the South African power, oil and gas and           
mining markets over the last six months, which augurs well for a sustained      
recovery ahead, albeit lumpy in nature.                                         
The secured one-year order book remained at R1,4 billion, with 75% being        
local compared to 30 June 2010 when 51% was local. The full secured order       
book stands at R2,0 billion (83% local) (2010:    R1,9 billion (64%             
local)).                                                                        
PROSPECTS                                                                       
The group`s core business of Construction continues to be strategically         
well positioned in active market sectors, as detailed above. The                
Construction one-year order book as at       30 June 2011 stands at R5,9        
billion (2010: R7,1 billion). The group`s total secured Construction order      
book stands at        R8,8 billion (2010: R9,2 billion).                        
The Construction Materials business has been restructured and sized to suit     
current market activity. With new management in place and signs of a            
tentative recovery coming through, the group`s guidance of a return to          
operating profit over the next   12 to 18 months appears reasonable.            
Manufacturing is expected to recover over the next 12 months as volumes in      
Everite have stabilised based on increases in exports, social housing           
demand and demand improvements from retailers. The steel businesses are         
likely to experience more pressure in the short term. Investments and           
Concessions is well positioned for growth. The Power sector looks likely to     
pick up with the call for tenders for renewable energy plants under the         
government`s REFIT programme. The PPP process through treasury seems to be      
moving closer to making long awaited awards, the N1/N2 toll road award is       
expected during calendar 2011 and the African appetite for concessions-         
driven infrastructure is gaining momentum.                                      
The value of the group`s longer term target opportunity pipeline as at 30       
June 2011 stood at R134 billion, up from R104 billion in February 2011,         
with activity in all its chosen sectors. The short term prospects arising       
from the pipeline amount to R23 billion.                                        
On a group level, the South African government`s public works programme has     
the potential to create growth opportunities within the South African           
construction sector. However, the lack of certain timing will further           
plague the domestic construction sector`s ability to plan and forecast and      
hence employment levels continue to decline. Against this, the group will       
continue to grow its expertise and capacity in sectors where it has             
developed multi-disciplinary delivery capability, namely power generation,      
energy, transport, water, housing, mining and large public infrastructure       
works. The group`s geographic diversification will continue, with active        
trading in 22 countries in the period under review with developing business     
in 7 new countries.                                                             
Certain African markets offer good prospects, with the outlook for private      
sector fixed investment and primary infrastructure starting to improve.         
Spending is however only likely to come through during the 2012 calendar        
year and at a slow pace, with more certainty emerging from calendar 2013        
onwards. In the Middle East, the group has moved into new territories           
outside of Dubai. These markets provide technically attractive,                 
opportunities aligned to the group`s capabilities in infrastructure and         
industrial contracts. However, it will take some time to secure contracts.      
The group`s strategic focus, its specialist skills, its current order book      
and its pipeline of opportunities support a positive medium and long term       
outlook, although short term earnings are likely to remain under pressure.      
Board changes                                                                   
Subsequent to the year-end the following changes were made to the board of      
directors as non-executive directors:                                           
- Mr OA Mabandla was appointed to the board on 1 August 2011                    
- Mr DDS Robertson was appointed to the board on 1 August 2011                  
Acknowledgments                                                                 
The group wishes to recognise the hard work and commitment of its               
employees, without whom these results would not have been achieved.             
On behalf of the board                                                          
P Buthelezi                                                                     
Chairperson                                                                     
MR Upton                                                                        
Chief Executive Officer                                                         
5 August 2011                                                                   
Board of directors: P Buthelezi* (Chairperson), MR Upton (CEO), CMF             
Teixeira (CFO), LE Bakoro*, L Chalker*+, Dr JL Job*,         OA Mabandla*,      
SG Morris*, KK Mpinga*, DDS Robertson*+                                         
*(Non-executive director) +(British) (DRC)                                      
Transfer secretaries: Computershare Investor Services (Pty) Ltd, 70             
Marshall Street, Johannesburg 2001                                              
Please visit our website: www.groupfive.co.za                                   
Date: 15/08/2011 08:00:01 Produced by the JSE SENS Department.                  
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