| Tue 15 May 2012, 7:05 | | SSK - Stefanutti Stocks Holdings Limited - Reviewed condensed consolidated |
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SSK
SSK
SSK - Stefanutti Stocks Holdings Limited - Reviewed condensed consolidated
results for the year ended 29 February 2012
STEFANUTTI STOCKS HOLDINGS LIMITED
("Stefanutti Stocks" or "the company" or "the group")
(Registration number 1996/003767/06)
Share code: SSK ISIN: ZAE000123766
REVIEWED CONDENSED CONSOLIDATED RESULTS FOR THE YEAR ENDED 29 FEBRUARY 2012
- Revenue R8,1 billion
- Operating profit R359 million
- HEPS 153,29 cents
- Cash on hand R891 million
- Current order book R9,3 billion
STATEMENT OF COMPREHENSIVE INCOME
Reviewed Audited
12 months 12 months
ended ended
Increase/ 29 February 28 February
(Decrease) 2012 2011
% R`000 R`000
Revenue 15 8 068 483 6 998 207
Contract revenue 16 7 990 718 6 896 418
Earnings before interest, (7) 554 831 598 185
taxation, depreciation and
amortisation (EBITDA)
Depreciation (185 577) (147 654)
Amortisation of intangible assets (7 589) (8 202)
Impairment of assets (2 652) -
Operating profit before investment (19) 359 013 442 329
income
Investment income 41 636 61 591
Share of profits from associate 1 768 2 712
companies
Operating profit before finance 402 417 506 632
costs
Finance costs (37 919) (25 270)
Profit before taxation 364 498 481 362
Taxation (100 257) (148 351)
Profit for the year 264 241 333 011
Other comprehensive income 52 380 (37 372)
Exchange differences on 27 380 (37 372)
translating foreign operations
Gains on property revaluation 25 000 -
Income tax relating to components (2 348) -
of other comprehensive income
Tax relating to gains on property (2 348) -
revaluation
Total comprehensive income for the 314 273 295 639
year
Profit attributable to:
Equity holders of the company (21) 264 241 333 011
Total comprehensive income
attributable to:
Equity holders of the company 314 273 295 639
Earnings per share (cents) 153,23 193,55
Diluted earnings per share (cents) 140,49 177,06
Commentary to the statement of
comprehensive income
Headline earnings reconciliation:
Profit after taxation attributable 264 241 333 011
to equity holders of the company
Adjusted for:
Profit on disposal of plant and (2 858) (2 646)
equipment
Impairment of assets 2 652 -
Tax effect of adjustments 306 741
Headline earnings (20) 264 341 331 106
Normalised headline earnings
reconciliation:
Headline earnings 264 341 331 106
Adjusted for:
Amortisation of intangibles 7 589 8 202
Tax effect of adjustments (2 119) (2 291)
Normalised headline earnings (20) 269 811 337 017
Number of weighted average shares 172 448 040 172 051 492
in issue
Number of diluted weighted average 188 080 746 188 080 746
shares in issue
Earnings per share (cents) (21) 153,23 193,55
Diluted earnings per share (cents) (21) 140,49 177,06
Headline earnings per share (20) 153,29 192,45
(cents)
Diluted headline earnings per (20) 140,55 176,04
share (cents)
Normalised headline earnings per (20) 156,46 195,88
share (cents)
Diluted normalised headline (20) 143,45 179,19
earnings per share (cents)
STATEMENT OF FINANCIAL POSITION
Reviewed at Audited at
29 February 28 February
2012 2011
R`000 R`000
ASSETS
Non-current assets 2 226 970 2 111 249
Property, plant and equipment 1 019 910 901 671
Investment property 57 673 55 422
Investment in associates 15 996 14 539
Goodwill and intangible assets 1 124 455 1 132 044
Deferred tax assets 8 936 7 573
Current assets 3 684 062 2 960 137
Other current assets 2 755 139 1 857 651
Taxation 5 579 20 015
Bank balances 923 344 1 082 471
Total assets 5 911 032 5 071 386
EQUITY AND LIABILITIES
Capital and reserves 2 113 696 1 853 571
Ordinary shareholders` interest 2 113 696 1 853 571
Non-current liabilities 281 770 196 644
Other financial liabilities - Interest-bearing 213 073 133 710
Other financial liabilities - Non-interest- 7 493 9 173
bearing
Deferred tax liabilities 61 204 53 761
Current liabilities 3 515 566 3 021 171
Other current liabilities* 1 934 859 1 812 132
Provisions 1 501 990 1 154 475
Taxation 46 199 50 252
Bank balances 32 518 4 312
Total equity and liabilities 5 911 032 5 071 386
* including interest-bearing liabilities of 146 737 115 604
STATEMENT OF CASH FLOWS
Reviewed Audited
12 months 12 months
ended ended
29 February 28 February
2012 2011
R`000 R`000
Cash generated from operations 96 059 265 416
Interest received 41 486 61 393
Finance costs (37 919) (25 270)
Dividends paid (63 798) (111 856)
Dividends received 950 3 024
Taxation paid (78 821) (115 577)
Secondary Tax on Companies paid (6 960) (12 225)
Cash flows from operating activities (49 003) 64 905
Expenditure to maintain operating capacity (67 664) (36 928)
Expenditure for expansion (210 158) (264 012)
Cash flows from investing activities (277 822) (300 940)
Cash flows from financing activities 124 696 1 542
Net decrease in cash for the year (202 129) (234 493)
Effect of exchange rate changes on cash and 14 796 (34 952)
cash equivalents
Cash at beginning of the year 1 078 159 1 347 604
Cash and cash equivalents at end of the year 890 826 1 078 159
Commentary to the statement of cash flows
Cash flows from operating activities 899 882 306 192
Consumed by working capital
Increase in contracts in progress (256 275) (12 575)
Increase in trade and other receivables (626 028) (152 144)
Increase in inventories (15 185) (11 319)
Increase in trade and other payables 84 485 135 839
Effect of exchange rate changes 9 180 (577)
Cash generated from operations 96 059 265 416
SEGMENT INFORMATION
Roads &
Earth-
R`000 Structures Building works
29 February 2012
Contract revenue 2 530 908 3 640 922 868 173
Inter-segment contract revenues 60 546 4 150 35 135
Reportable segment profit/(loss) 144 326 91 813 49 469
Reportable segment assets 1 484 150 2 127 290 539 821
Reconcil-
Mining ing
R`000 Services segments Total
29 February 2012
Contract revenue 950 715 - 7 990 718
Inter-segment contract revenues 15 829 - 115 660
Reportable segment profit/(loss) (2 378) (18 989) 264 241
Reportable segment assets 555 605 1 204 166 5 911 032
Roads &
Earth-
R`000 Structures Building works
28 February 2011
Contract revenue 2 072 757 3 276 132 845 556
Inter-segment contract revenues 127 024 - 156 179
Reportable segment profit/(loss) 146 341 94 472 70 967
Reportable segment assets 1 253 165 1 871 899 479 802
Reconcil-
Mining ing
R`000 Services segments Total
28 February 2011
Contract revenue 701 973 - 6 896 418
Inter-segment contract revenues 72 133 32 112 387 448
Reportable segment profit/(loss) 22 811 (1 580) 333 011
Reportable segment assets 408 682 1 057 838 5 071 386
STATEMENT OF CHANGES IN EQUITY
Share Share- Foreign
capital based currency Revaluation
and payments translation surplus
R`000 premium reserve reserve reserve
Balance at 1 March 2010 1 020 618 47 730 285 4 997
audited
Treasury shares (9 423) - - -
acquired
Employee share options - 8 689 - -
Realisation of share- - (113) - -
based payment reserve
Non-controlling - - - -
interests acquired
Total comprehensive - - (37 372) -
income
Profit for the year - - - -
Exchange differences on - - (37 372) -
translating foreign
operations
Dividends paid - - - -
Balance at 28 February 1 011 195 56 306 (37 087) 4 997
2011 audited
Treasury shares 8 648 - - -
disposed
Employee share options - 2 658 - -
Realisation of share- - (14 632) - -
based payment reserve
Total comprehensive - - 27 380 22 652
income
Profit for the year - - - -
Exchange differences on - - 27 380 -
translating foreign
operations
Gains on property - - - 22 652
revaluation
Dividends paid - - - -
Balance at 29 February 1 019 843 44 332 (9 707) 27 649
2012 reviewed
Non-
Retained controlling
R`000 earnings interest Total
Balance at 1 March 2010 607 827 2 175 1 683 632
audited
Treasury shares - - (9 423)
acquired
Employee share options - - 8 689
Realisation of share- 113 - -
based payment reserve
Non-controlling (10 804) (2 175) (12 979)
interests acquired
Total comprehensive 333 011 - 295 639
income
Profit for the year 333 011 - 333 011
Exchange differences on - - (37 372)
translating foreign
operations
Dividends paid (111 987) - (111 987)
Balance at 28 February 818 160 - 1 853 571
2011 audited
Treasury shares (1 779) - 6 869
disposed
Employee share options - - 2 658
Realisation of share- 14 632 - -
based payment reserve
Total comprehensive 264 241 - 314 273
income
Profit for the year 264 241 - 264 241
Exchange differences on - - 27 380
translating foreign
operations
Gains on property - - 22 652
revaluation
Dividends paid (63 675) - (63 675)
Balance at 29 February 1 031 579 - 2 113 696
2012 reviewed
BASIS OF PREPARATION AND ACCOUNTING POLICIES
The reviewed condensed consolidated results for the year ended 29 February 2012
("reviewed results") have been prepared in accordance with and containing
information required by International Accounting Standard ("IAS") 34 Interim
Financial Reporting, the AC 500 standards issued by the Accounting Practices
Board and in compliance with the Listings Requirements of the JSE Limited. The
review has not been performed in terms of the requirements of the Companies Act,
71 of 2008, as amended. The reviewed results are prepared on the historical cost
basis, with the exception of certain financial instruments and land and
buildings which are measured at fair value. The accounting policies are in terms
of the International Financial Reporting Standards ("IFRS") and the method of
measurement and recognition applied in preparation of the reviewed results are
consistent with those applied in the group`s audited annual financial statements
for the previous year ended 28 February 2011.
These results have been compiled under the supervision of the Chief Financial
Officer, D Quinn, CA (SA), B.Sc.Econ.
Auditor`s review
The results have been reviewed by the group`s auditors, Mazars. Their
unqualified review opinion is available for inspection at the company`s
registered office. Their review was conducted in accordance with ISRE 2410
"Review of interim financial information performed by the independent auditor of
the entity".
Group profile
Stefanutti Stocks, a leading construction company, operates throughout South
Africa, sub-Saharan Africa and the Middle East with multi-disciplinary expertise
including concrete structures, marine construction, piling and geotechnical
services, all building works, concessions (Public-Private Partnerships), roads
and earthworks, mine residue disposal facilities (mainly tailings dams), open-
pit contract mining, mechanical and electrical installation and construction, as
well as power line transmission and distribution construction. Stefanutti Stocks
holds a Grade 9 rating from the South African Construction Industry Board
ensuring unlimited tender capability. The group is currently a Level 3 B-BBEE
contributor.
COMMENTARY
Overview of results
The board of Stefanutti Stocks hereby presents the group`s reviewed results for
the year ended 29 February 2012. The effect of an extremely competitive trading
environment coupled with a volatile global market is clearly reflected in the
accompanying group`s results. The reduction in profits is a consequence of a
market defined by delayed contract awards, contract cancellations, lower margin
projects and some loss-making contracts. The results are nonetheless
satisfactory under the circumstances. Contract revenue of R8,0 billion (Feb
2011: R6,9 billion) shows an increase of 15,9% over the previous year.
However operating profit before investment income decreased by 18,8% to R359
million (Feb 2011: R442 million), while profit after tax for the year reduced by
20,7% to R264 million (Feb 2011: R333 million).
Earnings per share of 153,2 cents (Feb 2011: 193,6 cents) and diluted headline
earnings per share of 140,6 cents (Feb 2011: 176,0 cents) decreased by 20,9% and
20,2%, respectively. As at 29 February 2012, Stefanutti Stocks had successfully
increased its order book to R8,6 billion (Feb 2011: R6,4 billion).
The group`s interest-bearing liabilities have increased to R392 million from
R254 million due to additional funding required for capital expenditure mainly
by the Roads & Earthworks and Mining Services Business Units and the expansion
of the group`s offices, resulting in greater depreciation and finance costs. The
increase in provisions arose from the increased contract activities and nature
of certain contracts.
The group generated R900 million (Feb 2011: R306 million) from its operating
activities during the year of which R804 million (Feb 2011: R41 million) was
consumed by working capital, as a result of an increase in trade receivables and
work in progress balances. The group`s lower cash balances earned less
investment income, but notwithstanding the increasing pressure on working
capital, cash on hand of R891 million (Feb 2011: R1,1 billion) exceeds total
interest-bearing debt, resulting in a nil net gearing position.
All properties have been revalued in terms of the accounting policy of the group
resulting in a gain on property as reflected in other comprehensive income of
R25 million, and the recognition of an impairment of R3 million in profit for
the year.
Material related party transactions are disclosed in the segment information.
Review of operations
Structures
The Structures Business Unit remains the largest contributor in terms of
earnings to the group with its activities encompassing civil engineering,
geotechnical and marine capabilities. The Structures Business Unit delivered a
sound performance, given the prevailing difficult market conditions.
Year-on-year contract revenue increased strongly by 22,1% to R2,5 billion (Feb
2011: R2,1 billion) accompanied by a small increase in operating profit to R181
million (Feb 2011: R177 million). Profit margin declined from 8,5% to 7,1% as a
result of fierce competition for current tenders and the completion of certain
profitable legacy contracts in the prior year. Tender margins remain below
historic levels due to this competitive market.
Within the Structures Business Unit, the Civils and Geotechnical divisions
continue to retain market share, whilst the Marine division is now well-
positioned to explore opportunities along the entire sub-Saharan coastline.
Work at the R650 million Grootegeluk Medupi Expansion project is now progressing
well and the two marine projects in Durban harbour for Transnet to the value of
R270 million are under way.
Looking ahead, confidence levels in the civil industry and in particular large
concrete projects in South Africa, are currently at a low level and we expect
this situation to improve only slightly in the short to medium term.
Although the market is expected to remain extremely competitive, short term
opportunities in marine and mining infrastructure work will be followed in sub-
Saharan Africa. Surface infrastructure work in the oil and gas projects in
neighbouring countries is also expected to provide further opportunities in the
medium term.
The Business Unit continues to build on current capabilities allowing the group
to enter large multi-disciplinary projects with a full service offering focused
on niche markets.
Structures held an order book of R2,3 billion (Feb 2011: R2,4 billion) at year-
end.
Roads & Earthworks
Roads & Earthworks operates in the construction of roads, bulk earthworks,
mining infrastructure and rehabilitation, fibre optics, terraces for new
developments and municipal services.
Contract revenue of R868 million (Feb 2011: R846 million) remained fairly
constant year-on-year despite delays in contract awards and competitive market
conditions. Operating margins however decreased from 12,9% to 8,5% as a result
of extremely competitive trading conditions.
The lack of public sector and infrastructure project spending made trading
conditions very difficult for the Roads & Earthworks business and the decline in
margin is the direct result of increased competition resulting in projects being
secured at lower margins.
The Business Unit has recently secured the extension and upgrade of two road
projects in Gauteng to the value of R480 million.
Because of the current limited work flow in this sector, greater emphasis has
been placed on broadening the Roads & Earthworks geographical footprint in the
rest of Africa. A number of mine infrastructure and road project opportunities
have been identified.
Over the medium to long term, the recently announced national and provincial
road construction and maintenance plan by Government is expected to stimulate
the Roads sector of the construction market.
The Roads & Earthworks Business Unit has already secured an order book of R1,4
billion (Feb 2011: R700 million) at year-end.
Effective from 1 March 2012 the Roads & Earthworks and Mining divisions will be
combined to form the REM Business Unit and future reporting will reflect this.
In addition, the recently acquired Cycad Pipelines business will also be
incorporated into and reported on by this Business Unit.
Mining Services
The Business Unit includes mine residue disposal facilities and open pit
contract mining and structural steel, mechanical, electrical, instrumentation
and power line transmission and distribution operations.
A pleasing increase in contract revenue, from R702 million to R951 million
(35,4% increase) was however offset by an operating loss of R5 million (Feb
2011: profit R43 million) which was very disappointing. This is a result of
competitive trading conditions, restructuring costs, and certain loss-making
contracts, which were concluded during the second half of the year. The benefits
of the restructuring undertaken during the year are only expected to be
evidenced in the next financial year.
The Mining division has recently secured a contract mining project from Ikwezi
Mining Limited in KwaZulu-Natal. The contract is a greenfields project to
establish an open cast coal mine in the Newcastle area. The project commenced
during May 2012 for an estimated period of 50 months. The total project value is
expected to exceed R1,0 billion.
The Mechanical and Electrical divisions are well-positioned to take advantage of
anticipated mining infrastructure expansion, whilst the Power division should
benefit from Eskom`s power line transmission and distribution expansion
programme.
The order book for Mining Services closed at R786 million (Feb 2011: R600
million).
Building
The Building Business Unit delivered a solid performance despite extremely
aggressive market conditions to increase contract revenue by 11,1% from R3,3
billion in the previous year to R3,6 billion for the current year. Overall
operating profit of R121 million (Feb 2011: R116 million) remained constant, but
profit margins are slightly lower than last year having decreased from 3,5% to
3,3%. The results of this Business Unit are in line with management`s
expectations.
The Building market in South Africa remains particularly competitive and the
Business Unit continued to expand its operations in the SADC region, notably in
Mozambique, Angola and Botswana where the group has established offices. The
multi-disciplinary nature of the Stefanutti Stocks group has provided further
opportunities for the Building Business Unit in South Africa and SADC.
Work at the Cecilia Makiwane Hospital joint venture, outside East London (R800
million), is progressing well and site establishment at the Fairscapes office
tower (R400 million) in Gaborone has commenced.
Conditions remain subdued in the Middle East although there are early signs of
an improving market in certain areas. Albeit a small part of the overall
business, the group has identified this as a potential long-term growth area.
The Building Business Unit had an order book of R4,1 billion (Feb 2011: R2,7
billion) at year-end.
Health and Safety
Stefanutti Stocks maintained its safety performance for the year ended 29
February 2012 with a Disabling Frequency Rate of 0,23 (Feb 2011: 0,22).
Providing a safe and healthy work environment for all employees, contractors and
other stakeholders is a major cornerstone of our operations. The group remains
committed to elevate safety standards for all employees across all disciplines.
Management continues to strive not only to meet specifications but also to
improve on client`s health and safety requirements.
Acquisitions
With effect from 1 March 2012, the group acquired 100% of Cycad Pipelines
Proprietary Limited, a specialised pipeline infrastructure construction company
and its related operations ("Cycad Pipelines"), at a cost of R261 million. This
acquisition is in line with the group`s growth strategy to broaden its service
offering in the construction sector.
In terms of IFRS 3: Business Combinations the initial accounting for the
acquisition has only been determined provisionally, as the Purchase Price
Allocation including the final purchase consideration, has not been completed.
The carrying value of assets and liabilities, as noted in the table below, are
based on unaudited amounts and approximate the fair value of assets and
liabilities before acquisition.
Cycad Pipelines
Acquisition date 1 March 2012
Voting equity 100%
Fair value
At acquisition values R`000
Non-current assets 118 140
Current assets 81 393
Non-current liabilities (18 303)
Current liabilities (44 376)
Net asset value 136 854
Cost of acquisition 261 030
Cash paid 261 030
Goodwill arising on acquisition 124 176
Revenue for the year 1 March 2011 to 29 February 2012 224 966
Profit before tax for the year 1 March 2011 to 29 29 978
February 2012
Revenue since acquisition included in results -
Profit before tax since acquisition included in results -
Acquisition-related costs 1 910
The goodwill arising on acquisition is attributable to the ability to access the
pipeline construction market in which the group did not have a presence, as well
as acquiring a well-established and reputable company with a skilled and
specialised workforce.
The carrying value of trade receivables amounting to R45 million, approximates
their fair value and the group is of the opinion that all receivables will be
recovered.
Acquisition-related costs were recognised in the statement of comprehensive
income as an expense within operating expenses.
To the extent that Cycad Pipeline`s profit after tax for the financial year
ending 28 February 2013 exceeds R50 million, the excess will become payable to
the sellers, limited to a maximum amount of R30 million.
Directorate
The board welcomes Mrs Zanele Matlala as an Independent Non-executive Director
with effect from 27 February 2012.
Mr Stephen Pell resigned as Chief Operating Officer with effect from 31 March
2012. Mr Pell`s duties will be assumed by Mr Willie Meyburgh and certain
Business Unit heads.
Outlook and strategy
The group has an order book which currently stands at R9,3 billion. (The
corresponding order book at May 2011 was R8,2 billion.)
The construction market is expected to recover only in the medium term and
future growth will be dependent upon, amongst other things, the confidence of
mining houses to invest in capital projects, the developments in renewable
energy, the general health of the global economy and future Government capital
expenditure.
In addition, since 25% of the group`s turnover and 33% of the operating profit
is generated from outside South Africa, continued expansion into the sub-Saharan
continent remains a priority of the group which will continue to build on
existing strong structures and relationships.
The infrastructure plans of the South African Government, at a stated value of
R845 billion, have been approved and budgeted for over the next three years
which is promising. Stefanutti Stocks will tender on these projects as and when
they become available.
In light of the above factors, we believe the group to be well-positioned to
take advantage of a number of anticipated opportunities as they occur.
Competition Commission
The investigation by the Competition Commission into anti-competitive behaviour
by companies within the construction sector is currently ongoing. Stefanutti
Stocks is co-operating fully with the Competition Commission, and all regulatory
authorities. It has submitted the requisite documentation in this regard, and
awaits feedback from the Commissioner.
The outcome may result in the imposition of an administrative penalty to
Stefanutti Stocks, but current indications are that the outcome of this process
will only be known during the latter part of 2012 and therefore no provision has
been made in this regard.
Subsequent events
Other than the acquisition of Cycad Pipelines as detailed in the Acquisitions
note, no material events have occurred between the reporting date and the date
of this announcement.
Dividend declaration
Notice is hereby given that a final gross dividend of 12 cents per share (full
year: 24 cents); (Feb 2011: final dividend of 25,0 cents and a total dividend of
45,0 cents) has been declared for the year ended 29 February 2012.
Last day to trade cum dividend Friday, 29 June 2012
Shares trade ex dividend Monday, 2 July 2012
Record date Friday, 6 July 2012
Payment date Monday, 9 July 2012
Share certificates may not be dematerialised or rematerialised between Monday, 2
July 2012 and Friday, 6 July 2012, both dates inclusive.
This is a dividend as defined in the Income Tax Act, 1962 ("the Act"). In terms
of the Act, a dividend withholding tax rate of 15% is applicable to shareholders
who are not exempt from the dividend withholding tax, resulting in a net
dividend amount of 10,2 cents per share. No credits in terms of secondary tax on
companies were utilised. There are 188 080 746 ordinary shares in issue. The
company`s income tax reference number is 9119/062/20/7.
Appreciation
We appreciate that the group`s on-going success is largely attributable to our
management and staff and we thank them for their continuing commitment during
these challenging times. In particular we wish to acknowledge the contribution
made by Stephen Pell to the group. We also extend our appreciation to business
associates, all our customers, suppliers, service providers and shareholders for
their continued support.
On behalf of the board
Gino Stefanutti Willie Meyburgh
Chairman Chief Executive Officer
15 May 2012
Directors:
B Stefanutti (Chairman)*
W Meyburgh (Chief Executive Officer)
D Quinn (Chief Financial Officer)
S Ackerman
N Canca*#
Z Matlala*#
K Eborall*#
H Mashaba*#
M Mkwanazi*#
B Sithole*
J Fizelle* (alternate to B Sithole)
* Non-executive Irish # Independent
Registered office:
Protec Park
Corner Zuurfontein Avenue and Oranjerivier Drive, Kempton Park, 1619
(PO Box 12394, Aston Manor, 1630)
Corporate advisor and sponsor:
Bridge Capital Advisors Proprietary Limited
2nd Floor, 27 Fricker Road, Illovo Boulevard, Illovo, 2196
(PO Box 651010, Benmore, 2010)
Transfer secretaries:
Computershare Investor Services Proprietary Limited
70 Marshall Street, Johannesburg, 2001
(PO Box 61051, Marshalltown, 2107)
Company secretary:
W Somerville,20 Lurgan RoadParkview, 2193
www.stefanuttistocks.com
Date: 15/05/2012 07:05:01 Produced by the JSE SENS Department.
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