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Wed 28 Dec 2011, 7:12 RAC - RACEC Group Limited - Provisional condensed consolidated audited results
RAC
RAC                                                                             
RAC - RACEC Group Limited - Provisional condensed consolidated audited results  
for the year ended 30 September 2011                                            
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")                                       
PROVISIONAL CONDENSED CONSOLIDATED AUDITED RESULTS FOR THE YEAR ENDED 30        
SEPTEMBER 2011                                                                  
INTRODUCTION                                                                    
The 2011 financial year has seen a substantial restructuring of the Group`s     
operations. This was in response to the fact that along with the challenging and
changing economic environment, certain of the Group`s operations have not       
performed well.                                                                 
The Group has taken the decision to concentrate on its core competency as a rail
focused entity, an industry in which we have operated successfully for more than
55 years.                                                                       
This restructuring saw the incorporation of the overhead rail electrification   
into the profitable operations of rail construction and maintenance and the     
disposal of the loss making elements of the Group`s electrical reticulation     
business and the manufacturing operations.                                      
In addition to the above restructuring the Group is well advanced in            
negotiations with an additional BEE investor as announced on SENS on 15 December
2011. This, when successful, will not only see the Group being a black owned    
enterprise, but will significantly strengthen the Group`s statement of financial
position and cash position. This will enable the Group to take full advantage of
the anticipated growth opportunities within the rail sector. We anticipate this 
being concluded early in January 2012.                                          
FINANCIAL PERFORMANCE                                                           
The trading results reflect the results of the continuing operations of the     
Group. The losses in relation to the discontinued operations and the losses     
associated with the disposal of the discontinued operations are reflected as    
discontinued on the face of the statement of comprehensive income.              
On a like-for-like basis, comparing the performance of the continuing operations
with the 2010 performance, the Group`s revenue in 2011 increased by R68.5       
million (2010: increased by R60.0 million), representing an increase of 44%     
(2010: increase of 61.6%).                                                      
While the Group`s total loss after tax was R60.5 million (2010: profit after tax
- R12.9 million), including the results of the disposed non-core subsidiaries,  
investment impairments and write-offs in relation to the disposal of these      
businesses, the profit after tax for the continuing operations was R12.5 million
(2010: R0.5 million).                                                           
The growth in the continuing operations has been driven by profitable operations
of the rail business on opportunities in both the local market and in Africa.   
The discontinued businesses saw a significant turn of fortune during the 2011   
financial year when compared to 2010, with losses from the discontinued         
operations totalling some of R35.1 million (2010: profit R12.4 million). There  
have been several factors contributing to this loss:                            
-    Greenbro (Pty) Ltd and GreenGlo (Pty) Ltd - The manufacturing operations   
    experienced an extremely tough year with reduced throughput in its          
    factories and a protracted legal dispute with its previous Managing         
Director for fraud and mismanagement. Despite new management and the        
    Group`s efforts, significant damage was done to this business which         
    resulted in the generator manufacturing facilities being closed and the     
    rotto moulding operations being sold to a third party.                      
-    RACEC Electrification (Pty) Ltd, RACEC Power (Pty) Ltd and Northern        
    Electric (Cape) (Pty) Ltd - These businesses also saw a significant         
    reduction in activity and major margin pressure. As a result, the decision  
    was taken to include the overhead track electrification business within the 
Rail construction and maintenance business and to sell the remaining        
    operations to the existing management team.                                 
The restructuring and disposals have all been completed and the Group`s         
directors are confident that the remaining operations are well positioned to    
take advantage of not only the significant opportunities that exist in the rail 
construction and maintenance sector, both within South Africa and the rest of   
Africa, but also the additional cost savings in the restructured Group.         
OPERATIONAL PERFORMANCE AND PROSPECTS                                           
We have already delivered on key achievements on contracts brought in by RACEC  
Rail. The continuing success of operations in the rest of Africa, specifically  
the rail construction project in Sierra Leone, has given us capacity and        
confidence in our ability to operate in the rest of Africa. We have won further 
contracts in East Africa and are currently investigating opportunities, among   
others, in Mozambique, Ghana, Guinea, Kenya, Tanzania and Sudan. We have        
increased our local order book, specifically in the Northern Cape region and we 
were re-awarded the universal sleeper replacement contract for Transnet.        
Our track record places us as a favoured construction contractor, thus much of  
the current work is new construction or the rehabilitation of existing works.   
Construction contracts can equate to good margins but can come with a high risk.
We plan to balance that by diversifying our rail construction offering to       
include maintenance annuity contracts in the mechanised rail business. Transnet 
appears to be welcoming a third player in that space and we believe that with   
our expertise and the fact that we will be a black-owned rail focused business, 
we will be in a strong position to be that player.                              
The current split on construction versus annuity contracts is 90/10 and we plan 
to reach a 50/50 split over the next three to five years. In addition to not    
relying on a single contract, we do not want to rely on a single country and    
plan to achieve a local versus regional revenue split of 50/50.                 
RACEC Rail`s order book is looking good. More than 80% of the 2011 revenue is   
already secured for 2012. While there are further opportunities available for   
the Group, we are in the fortunate position of being able to select which       
contracts provide the best return.                                              
Our staff is our most valued asset and their well being and development is of   
great importance to us. As a Group we are committed to creating opportunities   
for our staff through training and promotion from within wherever possible.     
RACEC places a high value on the health and safety of its staff and on the      
environment in which they and our communities operate. We therefore believe that
their right to safe working conditions is non-negotiable. In addition, we ensure
that our work is conducted in an environmentally responsible manner.            
PROVISIONAL FINANCIAL STATEMENTS                                                
During the course of the 2009 financial year the Group sold 25% of its share    
capital to its BEE investor Solethu Civils Holdings (Pty) Ltd for a total for   
R45 million and a further 9% during the course of 2010 by way of a rights issue,
raising an additional R10 million.                                              
We are required in terms of SIC 12 to consolidate the results of Solethu Civils 
Holdings (Pty) Ltd ("Solethu Civils"). The impact of this consolidation results 
in R35.2 million of our equity being disclosed as treasury shares and reflected 
as shareholders loans on the statement of financial position. The following     
provisional condensed consolidated financial statements reflect the following:  
-    The unaudited statement of comprehensive income and the statement of       
    financial position excluding the SIC 12 consolidation. Management feels     
    that these results give a clearer indication of the underlying operations   
as they exclude the SIC 12 consolidation and fair value adjustments; and    
-    The audited statement of comprehensive income, the statement of financial  
    position, the statement of cash flows and the statement of changes in       
    equity including the SIC 12 consolidation.                                  
EXCLUDING THE SIC 12 CONSOLIDATION OF SOLETHU CIVILS:                           
PROVISIONAL CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME            
                                               Unaudited                        
                                                year      Unaudited             
ended       year                 
                                               30         ended                 
                                               September  30                    
                                               2011       September             
R`000      2010                  
                                                           R`000                
Revenue                                         225 982    157 447              
Cost of sales                                   (162 930)  (110 686)            
Gross profit                                    63 052     46 761               
Other income                                    123        604                  
Other expenses                                  (35 665)   (30 196)             
Net profit before investment revenue, finance   27 510     17 169               
costs and taxation                                                              
Investment revenue                              1 185      1 704                
Finance costs                                   (4 593)    (6 198)              
Profit before taxation                          24 102     12 675               
Taxation                                        (7 703)    (8 530)              
Profit for the period                           16 399     4 145                
Discontinued operations:                                                        
(Loss)/Profit for the year from discontinued    (35 055)   12 420               
operations                                                                      
Loss from disposal of discontinued operations   (37 936)   -                    
(Loss)/Profit for the year                      (56 592)   16 565               
                                                                                
Attributable to:                                                                
Equity holders of the parent                    (55 785)   16 694               
Non-controlling interest - discontinued         (807)      (129)                
operations                                                                      
(56 592)   16 565                
Other comprehensive (loss)/income:                                              
- Deferred tax on revaluation through disposal  -          251                  
of discontinued operations                                                      
- Revaluation of property, plant and equipment  -          336                  
- Deferred tax on revaluation of property,      -          (94)                 
plant and equipment                                                             
- Foreign currency translation differences      49         6                    
Total comprehensive (loss)/income for the year  (56 543)   17 064               
                                                                                
Attributable to:                                                                
Equity holders of the parent                    (55 736)   17 193               
Non-controlling interest - discontinued         (807)      (129)                
operations                                                                      
                                               (56 543)   17 064                
(LOSS)/EARNINGS PER SHARE (CENTS)                                               
Basic                                           (33.7)     13.2                 
Diluted basic                                   (31.2)     12.8                 
Headline                                        (7.2)      13.8                 
Diluted headline                                (6.7)      13.5                 
Unaudited                        
                                                year      Unaudited             
                                               ended       year                 
                                               30         ended                 
September  30                    
                                               2011       September             
                                               R`000      2010                  
                                                           R`000                
From continuing operations (cents)                                              
Basic                                           9.9        4.5                  
Diluted basic                                   9.2        4.4                  
Headline                                        10.1       5.2                  
Diluted headline                                9.3        5.0                  
From discontinued operations (cents)                                            
Basic                                           (43.6)     8.6                  
Diluted basic                                   (40.3)     8.4                  
Headline                                        (17.3)     8.6                  
Diluted headline                                (16.0)     8.4                  
Weighted average number of ordinary shares in   165 585    145 795              
issue (`000)*                                                                   
Fully diluted weighted average number of        178 993    149 642              
ordinary shares in issue (`000)**                                               
*Excludes treasury shares                                                       
** Treasury shares considered to have dilutive potential                        
PROVISIONAL CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION              
                                               Unaudited  Unaudited             
                                               as at      as at                 
                                               30         30                    
September  September             
                                               2011       2010                  
                                               R`000      R`000                 
ASSETS                                                                          
Non-current assets                              66 555     70 680               
- Property, plant and equipment                 54 978     55 631               
- Investment property                           351        351                  
- Intangible assets                             1 125      10 314               
- Loans and receivables                         8 839      -                    
- Loans to shareholders                         1 200      -                    
- Loans to related parties                      62         -                    
- Deferred tax assets                            -         4 384                
Current assets                                  110 957    147 463              
- Inventories                                   41 692     31 020               
- Trade and other receivables                   43 755     97 237               
- Loans and receivables                         4 385      -                    
- Derivative financial instruments              -          28                   
- Tax receivable                                103        97                   
- Cash and cash equivalents                     17 569     19 081               
- Assets classified as held for sale            3 453      -                    

Total assets                                    177 512    218 143              
                                                                                
EQUITY AND LIABILITIES                                                          
Capital and reserves                            34 325     94 035               
- Equity attributable to equity holders of the  34 325     94 161               
parent                                                                          
- Non-controlling interest                      -          (129)                
Non-current liabilities                         16 965     16 015               
- Other financial liabilities                   9 916      7 244                
- Share based payments                          2 085      2 911                
- Deferred tax liabilities                      4 964      5 860                
Current liabilities                             126 222    108 093              
- Loans from shareholders                       6 739      12 513               
- Other financial liabilities                   6 257      12 828               
- Current tax payable                           7 639      6 894                
- Trade and other payables                      73 606     54 494               
- Bank overdraft                                30 936     21 364               
- Liabilities directly associated with assets   1 045      -                    
classified as held for sale                                                     

Total equity and liabilities                    177 512    218 143              
                                                                                
Net asset value per share (cents)               21.7       70.8                 
Net tangible asset value per share (cents)      21.0       63.0                 
Total number of ordinary shares in issue        157 892    133 027              
(`000)*                                                                         
                                                                                
*Excludes treasury shares                                                      
INCLUDING THE SIC 12 CONSOLIDATION OF SOLETHU CIVILS:                           
PROVISIONAL CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME            
                                               Audited     Audited              
year       year                 
                                               ended      ended                 
                                               30         30                    
                                               September  September             
2011       2010                  
                                               R`000       R`000                
Revenue                                         225 982    157 447              
Cost of sales                                   (162 930)  (110 686)            
Gross profit                                    63 052     46 761               
Other income                                    123        604                  
Other expenses                                  (35 673)   (30 196)             
Net profit before investment revenue, finance   27 502     17 169               
costs and taxation                                                              
Investment revenue                              622        433                  
Finance costs                                   (7 885)    (8 596)              
Profit before taxation                          20 239     9 006                
Taxation                                        (7 762)    (8 480)              
Profit for the period                           12 477     526                  
Discontinued operations                                                         
(Loss)/Profit for the year from discontinued    (35 055)   12 420               
operations                                                                      
Loss from disposal of discontinued operations   (37 936)   -                    
(Loss)/Profit for the year                      (60 514)   12 946               
                                                                                
Attributable to:                                                                
Equity holders of the parent                    (59 707)   13 075               
Non-controlling interest - discontinued         (807)      (129)                
operations                                                                      
(60 514)   12 946                
Other comprehensive (loss)/income:                                              
- Deferred tax on revaluation through disposal  -          251                  
of discontinued operations                                                      
- Revaluation of property, plant and equipment  -          336                  
- Deferred tax on revaluation of property,      -          (94)                 
plant and equipment                                                             
- Foreign currency translation differences      49         6                    
Total comprehensive (loss)/income for the year  (60 465)   13 445               
                                                                                
Attributable to:                                                                
Equity holders of the parent                    (59 658)   13 574               
Non-controlling interest - discontinued         (807)      (129)                
operations                                                                      
                                               (60 465)   13 445                
(LOSS)/EARNINGS PER SHARE (CENTS)                                               
Basic                                           (56.3)     12.4                 
Diluted basic                                   (33.4)     8.7                  
Headline                                        (15.0)     13.3                 
Diluted headline                                (8.9)      9.4                  
Audited     Audited              
                                                year       year                 
                                               ended      ended                 
                                               30         30                    
September  September             
                                               2011       2010                  
                                               R`000       R`000                
From continuing operations                                                      
Basic                                           11.8       0.5                  
Diluted basic                                   7.0        0.4                  
Headline                                        12.1       1.4                  
Diluted headline                                7.2        1.0                  
From discontinued operations                                                    
Basic                                           (68.0)     11.9                 
Diluted basic                                   (40.3)     8.4                  
Headline                                        (27.1)     11.9                 
Diluted headline                                (16.0)     8.4                  
Weighted average number of ordinary shares in   106 104    105 730              
issue (`000)*                                                                   
Fully diluted weighted average number of        178 993    149 642              
ordinary shares in issue (`000)**                                               
*Excludes treasury shares                                                       
** Treasury shares considered to have dilutive potential                        
SEGMENTAL REPORT                                                                
Analysis per reportable   Administrative  Rail      Consolid-   Total           
segment                   investment      construc- ating      R`000            
                         and plant hire  tion      entries                      
                         R`000           R`000     R`000                        
Audited - year ended 30                                                         
September 2011                                                                  
Revenue - external        -               225 982   -          225 982          
Revenue - intersegment    17 518          14        -          17 532           
Profit/(Loss) before tax  6 461           23 494    (9 716)    20 239           
Total assets              79 608          110 722   -          190 330          
                                                                                
Audited - year ended 30                                                         
September 2010                                                                  
Revenue - external        270             157 177   -          157 447          
Revenue - intersegment    16 253          -         -          16 253           
(Loss)/Profit before tax  (218)           22 970    (13 746)   9 006            
Total assets -            54 051          77 713    -          131 764          
continuing operations                                                           
                                                                                
Geographical analysis     South Africa    Outside   Consolid-   Total           
R`000           South     ating      R`000             
                                         Africa    entries                      
                                         R`000     R`000                        
Audited - year ended 30                                                         
September 2011                                                                  
Revenue - external        139 345         86 637    -          225 982          
Revenue - intersegment    6 325           -         -          6 325            
Profit/(Loss) before tax  23 383          6 571     (9 715)    20 239           
Total assets              117 555         72 775    -          190 330          
                                                                                
Audited - year ended 30                                                         
September 2010                                                                  
Revenue - external        101 836         55 611    -          157 447          
(Loss)/Profit before tax  (15 837)        24 843    -          9 006            
Total assets -            100 513         31 251    -          131 764          
continuing operations                                                           

An operating segment is a component of the Group that engages in business       
activities which may earn revenues and incur expenses and whose operating       
results are regularly reviewed by the Group`s chief operating decision maker    
(this being the RACEC board of directors), in order to allocate resources and   
assess performance and for which discrete financial information is available.   
Operating segments, which display similar economic characteristics and have     
similar products, services, customers, methods of distribution and regulatory   
environments are aggregated for reporting purposes.                             
Segments were identified and grouped together using a combination of the        
products and services offered by the segments and the geographical areas in     
which they operate.                                                             
PROVISIONAL CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION              
                                              Audited     Audited               
                                              as at       as at                 
                                              30          30                    
September   September             
                                              2011        2010                  
                                              R`000       R`000                 
ASSETS                                                                          
Non-current assets                             77 875      75 374               
- Property, plant and equipment                54 978      55 631               
- Investment property                          351         351                  
- Intangible assets                            1 125       10 314               
- Loans and receivables                        8 839       -                    
- Loans to related parties                     12 582      4 694                
- Deferred tax assets                           -          4 384                
Current assets                                 112 455     147 614              
- Inventories                                  41 692      31 020               
- Trade and other receivables                  43 755      97 237               
- Loans and receivables                        5 883       -                    
- Derivative financial instruments             -           28                   
- Tax receivable                               103         97                   
- Cash and cash equivalents                    17 569      19 232               
- Assets classified as held for sale           3 453       -                    
                                                                                
Total assets                                   190 330     222 988              
                                                                                
EQUITY AND LIABILITIES                                                          
Capital and reserves                           (916)       61 232               
- Equity attributable to equity holders of     (916)       61 361               
the parent                                                                      
- Non-controlling interest                     -           (129)                
Non-current liabilities                        45 709      66 176               
- Loans from related parties                   28 744      50 161               
- Other financial liabilities                  9 916       7 244                
- Share based payments                         2 085       2 911                
- Deferred tax liabilities                     4 964       5 860                
Current liabilities                            145 537     95 580               
- Loans from related parties                   25 996      -                    
- Other financial liabilities                  6 257       12 828               
- Current tax payable                          7 697       6 894                
- Trade and other payables                     73 606      54 494               
- Bank overdraft                               30 936      21 364               
- Liabilities directly associated with         1 045       -                    
assets classified as held for sale                                              

Total equity and liabilities                   190 330     222 988              
                                                                                
Net asset value per share (cents)              (0.9)       57.8                 
Net tangible asset value per share (cents)     (1.9)       48.1                 
Total number of ordinary shares in issue       106 104     106 104              
(`000)*                                                                         
 *Excludes treasury shares                                                      
PROVISIONAL CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS                      
                                              Audited      Audited              
                                               year ended  year                 
                                              30          ended                 
September   30                    
                                              2011        September             
                                              R`000       2010                  
                                                          R`000                 
Cash flows from operating activities           33 262      10 083               
- Cash generated from operations               40 831      11 136               
- Interest income                              875         2 388                
- Finance costs                                (3 662)     (4 165)              
- Taxation paid                                (4 782)     724                  
Cash flows from investing activities           (21 788)    (5 258)              
- Purchase of property, plant and equipment    (24 936)    (13 186)             
- Proceeds from disposal of property, plant    3 963       8 771                
and equipment                                                                   
- Purchase of intangible assets                (782)       (843)                
- Proceeds from disposal of discontinued       (33)        -                    
operations                                                                      
Cash flows from financing activities           (22 741)    1 527                
- Repayment of other financial liabilities     (15 928)    (14 003)             
- Advance of other financial liabilities       11 938      11 144               
- (Repayment)/Advance of loans by related      (8 903)     4 879                
parties                                                                         
- Advance of loans and other receivables       (7 079)     -                    
- Net proceeds from share issue                -           (493)                
- Dividends paid                               (2 769)     -                    

Total cash movement for the year               (11 267)    6 352                
Cash at the beginning of the year              (2 132)     (8 497)              
Exchange rate movements on cash and cash       32          13                   
equivalents                                                                     
Total cash at the end of the year              (13 367)    (2 132)              
PROVISIONAL CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY               
                              Share capital Treasury     Other                  
and share     shares       reserves               
                              premium       R`000        R`000                  
                              R`000                                             
Balance at 30 September 2009   76 298        (45 000)     6 878                 
Total comprehensive            -             -            (832)                 
income/(loss)                                                                   
- Profit for the year          -             -            -                     
- Realised revaluation         -                          (499)                 
through depreciation                         -                                  
- Deferred tax on              -                          140                   
revaluation through                          -                                  
depreciation                                                                    
- Realised revaluation         -             -            (1 002)               
through disposal                                                                
- Deferred tax on              -                          281                   
revaluation through disposal                 -                                  
- Revaluation of property,     -                          336                   
plant and equipment                          -                                  
- Deferred tax on              -                          (94)                  
revaluation of property,                     -                                  
plant and equipment                                                             
- Foreign currency             -                          6                     
translation differences                      -                                  
Share capital issued by the    15 726        -            -                     
company                                                                         
Share issue expenses           (548)         -            -                     
Shares issued to               -             (15 265)     -                     
subsidiaries *                                                                  
Share premium reduction        (21 107)      21 107       -                     
Non-controlling interest       -             -            -                     
acquired                                                                        
Acquisition of remaining       -             -            (431)                 
equity interest in                                                              
subsidiary                                                                      
Non-controlling interest in    -             -            -                     
shares issued by subsidiary                                                     
Balance at 30 September 2010   70 369        (39 158)     5 615                 
Total comprehensive loss       -             -            (532)                 
- Loss for the year            -             -            -                     
- Realised revaluation         -                          (531)                 
through depreciation                         -                                  
- Deferred tax on              -                          148                   
revaluation through                          -                                  
depreciation                                                                    
- Realised revaluation         -             -            (275)                 
through disposal                                                                
- Deferred tax on              -                          77                    
revaluation through disposal                 -                                  
- Foreign currency             -                          49                    
translation differences                      -                                  
Share option expenses          -             -            150                   
Disposal of controlling        -             -            889                   
interest in subsidiaries                                                        
Dividends                      -             -            -                     
Balance at 30 September 2011   70 369        (39 158)     6 122                 
                                                                                
(Continued)                    Retained      Non-         Total equity          
                              earnings      controlling  R`000                  
                              R`000         interest                            
                                            R`000                               
Balance at 30 September 2009   10 129        69           48 374                
Total comprehensive            14 406        (129)        13 445                
income/(loss)                                                                   
- Profit for the year          13 075        (129)        12 946                
- Realised revaluation         499           -            -                     
through depreciation                                                            
- Deferred tax on              (140)         -            -                     
revaluation through                                                             
depreciation                                                                    
- Realised revaluation         1 002         -            -                     
through disposal                                                                
- Deferred tax on              (30)          -            251                   
revaluation through disposal                                                    
- Revaluation of property,     -             -            336                   
plant and equipment                                                             
- Deferred tax on              -             -            (94)                  
revaluation of property,                                                        
plant and equipment                                                             
- Foreign currency             -             -            6                     
translation differences                                                         
Share capital issued by the    -             -            15 726                
company                                                                         
Share issue expenses           -             -            (548)                 
Shares issued to               -             -            (15 265)              
subsidiaries *                                                                  
Share premium reduction        -             -            -                     
Non-controlling interest       -             (68)         (68)                  
acquired                                                                        
Acquisition of remaining       -             -            (431)                 
equity interest in                                                              
subsidiary                                                                      
Non-controlling interest in    -             (1)          (1)                   
shares issued by subsidiary                                                     
Balance at 30 September 2010   24 535        (129)        61 232                
Total comprehensive loss       (59 126)      (807)        (60 465)              
- Loss for the year            (59 707)      (807)        (60 514)              
- Realised revaluation         531           -            -                     
through depreciation                                                            
- Deferred tax on              (148)         -            -                     
revaluation through                                                             
depreciation                                                                    
- Realised revaluation         275           -            -                     
through disposal                                                                
- Deferred tax on              (77)          -            -                     
revaluation through disposal                                                    
- Foreign currency             -             -            49                    
translation differences                                                         
Share option expenses          -             -            150                   
Disposal of controlling        (889)         936          936                   
interest in subsidiaries                                                        
Dividends                      (2 769)       -            (2 769)               
Balance at 30 September 2011   (38 249)      -            (916)                 
* The shares were issued to the RACEC Employee Share Trust ("the Trust"), RACEC 
Employee Share Purchase Scheme ("the Scheme") and Solethu Civils, being special 
purpose entities, which are consolidated as part of the Group.                  
NOTES TO THE PROVISIONAL CONDENSED CONSOLIDATED FINANCIAL RESULTS               
1.   Statement of compliance                                                    
    The accounting policies applied in the preparation of these audited         
    condensed consolidated results, which are based on reasonable judgments and 
    estimates, are in accordance with International Financial Reporting         
Standards, its interpretations adopted by the International Accounting      
    Standards Board, AC500 as issued by the Accounting Practices Board  and are 
    consistent with those applied in the annual financial statements for the    
    year ended 30 September 2010. These condensed consolidated financial        
statements as set out in this report have been prepared in terms of IAS 34  
    - Interim Financial Reporting, the South African Companies Act (Act 71 of   
    2008), as amended, and the Listings Requirements of JSE Limited ("Listings  
    Requirements").                                                             
These provisional financial statements have been prepared under the         
    supervision of Mr Sean Wilkins CA(SA), the chief financial officer of the   
    Group.                                                                      
2.   Audit opinion                                                              
These provisional condensed consolidated financial results for the year     
    ended 30 September 2011 have been audited by the Company`s auditor, Grant   
    Thornton Inc, and have expressed an unqualified audit opinion on the        
    financial statements. The audit report is available for inspection at the   
Company`s registered office.                                                
3.   Basis of measurement                                                       
    These audited condensed financial statements have been prepared on the      
    historical cost basis, modified for certain items measured at fair value.   
4.   Discontinued operations                                                    
    During the 2011 financial year RACEC has disposed of all its Electrical     
    services segment subsidiaries. RACEC Electrification (Pty) Ltd, RACEC Power 
    (Pty) Ltd and Northern Electric (Cape) (Pty) Ltd were disposed of on 1      
August 2011 and Greenbro (Pty) Ltd and Greenglo Geysers (Pty) Ltd on 30     
    September 2011.                                                             
                                                  2011          2010            
                                                  R`000         R`000           
The results of the discontinued operations for                                  
the year are as follows:                                                        
Revenue                                           108 504       236 723         
Cost of sales                                     (104 974)     (199 470)       
Gross profit                                      3 530         37 253          
Other income                                      130           706             
Other expenses                                    (37 232)       (26 682)       
Net (loss)/profit before investment revenue,                                    
finance costs and taxation                        (33 572)      11 277          
Investment revenue                                939           1 955           
Finance costs                                     (919)          (743)          
(Loss)/Profit before taxation                     (33 552)      12 489          
Taxation                                           (1 503)       (69)           
Trading (loss)/profit after taxation              (35 055)      12 420          
Loss from disposal of discontinued operations     (37 936)                      
                                                               -                
- Gross                                          (37 936)      -                
- Taxation                                       -             -                
Net (loss)/profit for the year                    (72 991)      12 420          
(Loss)/Profit attributable to:                                                  
Equity holders of the parent                       (72 184)     12 549          
Non-controlling interest                          (807)          (129)          
                                                  (72 991)     12 420           
The major classes of assets and liabilities classified as held for sale are as  
follows:                                                                        
                                                  2011         2010             
                                                  R`000        R`000            
Assets                                                                          
Property, plant and equipment                                                   
                                                 3 453        -                 
Assets classified as held for sale                                              
                                                 3 453        -                 

Liabilities                                                                     
Instalment sale agreement liabilities                                           
                                                 1 045        -                 
Liabilities directly associated with assets                                     
classified as held for sale                       1 045        -                
Proceeds from the disposal of discontinued operations                           
                                                                 2011           
R`000          
Property, plant and equipment                                    7 963          
Intangible assets                                                3 478          
Inventories                                                      9 448          
Trade and other receivables                                      47 272         
Tax receivable                                                   22             
Cash and cash equivalents                                        190            
Non-controlling interest                                         936            
Loans from related parties                                       (149)          
Deferred tax liabilities                                         (23)           
Other financial liabilities                                      (885)          
Current tax payable                                              (179)          
Trade and other payables                                         (25 116)       
Bank overdraft                                                   (158)          
                                                                42 799          
Less: Net bank overdraft disposed of                             (32)           
Loss on disposal of subsidiaries                                 (37 936)       
Proceeds on disposal                                             4 831          
- Loan account with RACEC Electrification (Pty) Ltd             4 371           
- Loan account with Greenbro/Greenglo purchases                 493             
- Cash flow                                                     (33)            
5. Reconciliation of (loss)/earnings to headline (loss)/earnings                
                  Continuing        Discontinued      Total      Total          
                  operations        operations                                  
2011     2010     2011     2010     2011       2010          
                   R`000    R`000    R`000    R`000    R`000      R`000         
 Reconciliation                                                                 
 between                                                                        
earnings and                                                                   
 headline                                                                       
 earnings:                                                                      
 - Profit/(Loss)               526  (72 184)  12 549  (59 707)   13 075         
after tax        12 477                                                        
 - Impairment     289      694      123      42       412        736            
 losses on                                                                      
 property, plant                                                                
and equipment                                                                  
 - Impairment     -        25       5 557    32       5 557      57             
 loss on                                                                        
 intangible                                                                     
assets                                                                         
 - Loss on        161      621      14       10       175        631            
 disposal of                                                                    
 property, plant                                                                
and equipment                                                                  
 - Profit on      -         (62)     (11)     (18)    (11)       (80)           
 disposal of                                                                    
 property, plant                                                                
and equipment                                                                  
 - Loss on        -        -        37 936   -        37 936     -              
 disposal of                                                                    
 subsidiaries                                                                   
- Tax effect of   (126)   (360)    (158)     (9)     (284)      (369)          
 adjustments                                                                    
 Headline         12 801   1 444    (28 723) 12 606   (15 922)   14 050         
 earnings/(loss)                                                                
DIVIDENDS                                                                       
Dividends were paid to shareholders during the financial year ended 30 September
2011 amounting to R4.37 million.                                                
It is the policy of the Group to declare dividends up to a maximum of one-third 
of annual profits after tax, subject to working capital requirements and        
acquisition activities.                                                         
In addition, it is the intention of the Group to periodically consider this     
dividend policy, taking into account the prevailing market conditions, the      
particular circumstances of the Group and future cash requirements in           
determining if it is appropriate to pay dividends.                              
No dividends have been declared for the year ending 30 September 2011.          
DIRECTORATE                                                                     
During the period under review, Mr Winston Ollewagen retired as an executive    
director of RACEC at the annual general meeting held on 3 March 2011.           
By order of the Board                                                           
M Uys                             G Harrod                                      
Non-Executive Chairman            Chief Executive Officer                       
23 December 2011                                                                
Directors:                                                                      
M Uys* (Chairman), G Harrod (Chief Executive Officer),                          
C Harrod*, C Gooden*, S Wilkins (Chief Financial Officer),                      
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)                                              
Auditors:                                                                       
Grant Thornton Cape Inc.                                                        
(Docex 158, Cape Town)                                                          
Designated Adviser:                                                             
Merchantec Capital                                                              
(PO Box 41480, Craighall, 2024)                                                 
These results may be viewed on the Internet on http://www.racec.co.za           
Date: 28/12/2011 07:12:47 Produced by the JSE SENS Department.                  
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