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Mon 28 May 2012, 8:21 PKH - Protech Khuthele Holdings Limited - Audited provisional report for the
PKH
PKH                                                                             
PKH - Protech Khuthele Holdings Limited - Audited provisional report for the    
year ended 29 February 2012 and renewal of cautionary announcement              
Protech Khuthele Holdings Limited                                               
Registration number 2000/024352/06                                              
JSE code: PKH ISIN: ZAE000101986                                                
("Protech" or "the Company" or "the group")                                     
Audited provisional report for the year ended 29 February 2012 and renewal      
of cautionary announcement                                                      
Condensed consolidated statement of financial position                          
at 29 February 2012                                                             
                                         Audited Group                          
2012      2011                         
                                         R`000     R`000                        
ASSETS                                                                          
Non-current assets                         460 045   469 998                    
Property, plant and equipment              411 278   429 430                    
Goodwill                                   33 549    33 549                     
Other intangible assets                    4 100     4 648                      
Deferred taxation                          11 118    2 371                      
Current assets                            358 595    383 879                    
Inventory                                  11 305    11 434                     
Amounts due from contract customers       64 614     80 265                     
Trade and other receivables                192 309   216 067                    
Other financial assets                     3 428     3 501                      
Current taxation assets                    6 967    -                           
Bank balances and cash                     79 972    72 612                     
Total assets                              818 640    853 877                    
EQUITY AND LIABILITIES                                                          
Total equity                               324 589   334 898                    
Share capital and share premium            228 598   228 598                    
Reserves                                  (123 273) (124 029)                   
Retained earnings                          219 264   230 329                    
Equity attributable to equity holders of   324 589   334 898                    
the holding company                                                             
Non-controlling interests                 -         -                           
Total liabilities                         494 051    518 979                    
Non-current liabilities                    226 837   238 280                    
Borrowings                                 170 686   171 102                    
Deferred taxation                          56 151    67 178                     
Current liabilities                       267 214    280 699                    
Borrowings                                 117 451   122 535                    
Trade and other payables                  109 086    120 778                    
Subcontractor liabilities                  20 212    28 844                     
Amounts due to contract customers          20 465   -                           
Current taxation liabilities              -          8 542                      
Total equity and liabilities              818 640    853 877                    
SUPPLEMENTARY STATEMENT OF FINANCIAL                                            
POSITION INFORMATION                                                            
Total number of shares in issue (`000)     362 500   362 500                    
Net asset value per share (cents)          89,5      92,4                       
Capital expenditure (R`000)                                                     
-?Spent                                    160 721   211 667                    
-?Commitments - Authorised but unspent     20 000    226 360                    
Performance guarantees in issue (R`000)    98 687    133 356                    
Condensed consolidated statement of comprehensive income                        
for the year ended 29 February 2012                                             
                                         2012      2011                         
                                         R`000     R`000                        
Revenue                                    965 794  1 069 665                   
Earnings before interest, taxation,        63 162    141 596                    
depreciation and amortisation                                                   
Depreciation and amortisation              (66 985)  (64 475)                   
(Loss)/earnings before interest and        (3 823)   77 121                     
taxation                                                                        
Net interest paid                          (19 442)  (23 226)                   
(Loss)/earnings before taxation            (23 265)  53 895                     
Taxation                                   12 200    (14 666)                   
(Loss)/earnings for the year               (11 065)  39 229                     
Other comprehensive income for the year,   756       (86)                       
net of tax                                                                      
Movement in foreign currency translation   756       (86)                       
reserve                                                                         
Total comprehensive (loss)/income for      (10 309)  39 143                     
the year                                                                        
Attributable to:                           (11 065)  39 229                     
-?Equity holders of the holding company    (11 065)  39 229                     
-?Non-controlling interests               -         -                           
Total comprehensive (loss)/income                                               
attributable to:                                                                
-?Equity shareholders of the company       (10 309)  39 143                     
-?Non-controlling interests               -         -                           
Total comprehensive (loss)/income for      (10 309)  39 143                     
the year                                                                        
Earnings per share (cents)                                                      
Basic (loss)/earnings per share            (3,1)     10,8                       
Diluted (loss)/earnings per share          (3,1)     10,8                       
Supplementary Statement of comprehensive                                        
income information                                                              
Reconciliation of weighted average                                              
number of shares in issue:                                                      
-?Weighted average number of shares in     362 500   362 500                    
issue (thousands)                                                               
Reconciliation of headline earnings:                                            
(Loss)/earnings attributable to           (11 065)   39 229                     
shareholders of the holding company                                             
Adjusted for loss on disposal of plant    7 360      3 713                      
and equipment (net of tax)                                                      
Headline (loss)/earnings                  (3 705)    42 942                     
Headline (loss)/earnings per share                                              
(cents)                                                                         
-?Basic                                   (1,0)      11,8                       
Condensed consolidated statement of cash flows                                  
for the year ended 29 February 2012                                             
2012       2011                             
                                    R`000      R`000                            
Cash flows from operating             71 294     78 825                         
activities                                                                      
Cash generated by operations          113 820    121 377                        
Net interest paid                     (19 442)   (23 226)                       
Dividends paid                       -           (14 500)                       
Income taxes paid                     (23 084)   (4 826)                        
Cash flows from investing             (58 434)   (122 415)                      
activities                                                                      
Purchase of property, plant and       (160 721)  (211 667)                      
equipment                                                                       
Purchase of intangible assets        -           (3 357)                        
Proceeds on disposal of property,     102 214    86 735                         
plant and equipment                                                             
Decrease in loans granted             73         5 874                          
Cash flows from financing             (5 500)    29 056                         
activities                                                                      
Net movement in terms of bank loans   3 732      (7 476)                        
Net movement in terms of instalment   (9 232)    36 532                         
sale agreements                                                                 
Net increase/(decrease) in cash and   7 360      (14 534)                       
cash equivalents                                                                
Cash and cash equivalents at the      72 612     87 146                         
beginning of the year                                                           
Cash and cash equivalents at the      79 972     72 612                         
end of the year                                                                 
Cash and cash equivalents comprise                                              
of:                                                                             
Bank balances and cash                79 972     72 612                         
Condensed consolidated statement of changes in equity                           
for the year ended 29 February 2012                                             
R`000           Share     Share     Common      Foreign                         
                capital            control     currency                         
                         premium   reserve     translation                      
                                               reserve                          
Balance at    1  2         228      (123 998)   55                              
March 2010                596                                                   
Dividends paid   -         -        -           -                               
Total            -         -        -           (86)                            
comprehensive                                                                   
income for the                                                                  
year                                                                            
Balance at       2         228      (123 998)   (31)                            
28 February               596                                                   
2011                                                                            
Total            -         -        -           756                             
comprehensive                                                                   
loss for the                                                                    
year                                                                            
Balance at       2         228      (123 998)   725                             
29 February               596                                                   
2012                                                                            
R`000                     Equity        Non-      Total                         
              Retained  attributable  control-   equity                         
              earnings   to the       ling                                      
share-         interest                                 
                        holders                                                 
                         of the                                                 
                         company                                                
Balance at      205 600   310 255       -         310 255                       
1 March 2010                                                                    
Dividends paid (14 500)   (14 500)      -         (14 500)                      
Total           39 229    39 143        -         39 143                        
comprehensive                                                                   
income for the                                                                  
year                                                                            
Balance at      230 329   334 898       -         334 898                       
28 February                                                                     
2011                                                                            
Total           (11       (10 309)      -         (10 309)                      
comprehensive  065)                                                             
loss for the                                                                    
year                                                                            
Balance at      219 264   324 589       -         324 589                       
29 February                                                                     
2012                                                                            
Operational segmental reporting                                                 
for the year ended 29 February 2012                                             
SERVICES WITHIN EACH BUSINESS SEGMENT                                           
For management purposes, the group is organised into three                      
major operating divisions - contracting, geotechnical                           
laboratory and readymix. These three divisions are the                          
basis on which the Group reports its primary segment                            
information. The principal services and products of each                        
of these divisions are as follows:                                              
Contracting - bulk earthworks, roads and civil engineering                      
contractors, plant hire, impact compaction and logistical                       
services.                                                                       
Geotechnical laboratory - geotechnical laboratory and                           
surveying services.                                                             
Readymix - supplier of readymixed concrete and pumping                          
services.                                                                       
Segment revenue and segment result                                              
R`000           Segment revenue         Segment result                          
               2012        2011        2012     2011                            
Contracting      865 767     942 890     (17      74 485                        
                                       902)                                     
Geotechnical     23 405      18 827      7 123    3 575                         
laboratory                                                                      
Readymix         139 386     128 617     5 541    (1 500)                       
                1 028 558   1 090 334   (5 238)  76 560                         
Corporate        51 823      8 930       3 415    15 298                        
Intergroup       (114 587)   (29 599)    (2 000)  (14                           
eliminations                                     737)                           
                965 794     1 069 665                                           
Operating                                (3 823)  77 121                        
(loss)/profit                                                                   
Net interest                             (19      (23                           
paid                                    442)     226)                           
(Loss)/profit                            (23      53 895                        
before tax                              265)                                    
Taxation                                 12 200  (14 666)                       
(Loss)/profit                            (11      39 229                        
for the year                            065)                                    
Segment revenue reported above represents revenue                               
generated from external customers. Intersegment sales                           
amounted to R114,6 million (2011: R29,6 million). Segment                       
result reported above represents operating profit per                           
segment prior to taking interest into account.                                  
The accounting policies of the reportable segments are the                      
same as the Group`s accounting policies.                                        
Segment assets and liabilities                                                  
R`000        Segment assets          Segment liabilities                        
2012        2011        2012       2011                             
Contracting  841 518      815 776    563 527     517 052                        
Geotechnical  17 476      9 216       5 383      2 188                          
laboratory                                                                      
Readymix     72 171       72 293     83 204      85 856                         
            931 165      897 285    652 114     605 096                         
Corporate    422 537      391 872    183 849     157 470                        
Intergroup    (535 062)   (435 280)   (341 912)  (243                           
eliminations                                    587)                            
            818 640      853 877    494 051     518 979                         
Other segment information                                                       
                  Depreciation and      Additions to non-                       
amortisation          current assets                          
R`000              2012          2011    2012    2011                           
Contracting         61 486        58      158     209 506                       
                                106     103                                     
Geotechnical        1 319         1 196   854     878                           
laboratory                                                                      
Readymix            3 439         3 933   1 243   494                           
Corporate           741           1 240   521     789                           
66 985        64      160     211 667                        
                                475     721                                     
1 Corporate includes the transactions of the holding                            
company.                                                                        
Geographical segmental reporting                                                
               Revenue                 Non-current assets                       
R`000           2012        2011        2012     2011                           
South Africa     751 017     1 029 448   410 154  429 191                       
Rest of Africa2  214 777     40 217      1 124    239                           
                965 794     1 069 665   411 278  429 430                        
2 Non-current assets in the rest of Africa comprise assets                      
acquired through subsidiaries or joint venture operations.                      
The operations in the rest of Africa hire plant and                             
machinery locally as well as from South Africa.                                 
Information about major customers                                               
Included in revenues arising from contracting income of R865,8 million          
(2011: R942,9 million) are revenues of approximately R279,7 million (2011:      
R511,2 million) which arose from contracting income from two of the Group`s     
largest customers.                                                              
Operating segments                                                              
The operating segments reported above form the basis on which internal          
reporting is structured for the chief decision makers. Therefore there are      
no differences in terms of the information reported to shareholders and         
management.                                                                     
Notes to the condensed consolidated annual financial statements                 
for the year ended 29 February 2012                                             
  Basis of preparation and accounting policies                                  
1.                                                                              
The condensed financial information has been prepared in accordance           
  with the framework concepts and the measurement and recognition               
  requirements of International Financial Reporting Standards (IFRS)            
  of the International Accounting Standards Board, the AC 500                   
standards as issued by the Accounting Practices Board, the                    
  information as required by IAS 34: Interim Financial Reporting, the           
  JSE Limited`s Listings Requirements and the requirements of the               
  Companies Act of South Africa. The report has been prepared using             
accounting policies that comply with IFRS, which are consistent with          
  those applied in the financial statements for the year ended 28               
  February 2011. The preparation of the Group`s consolidated year-end           
  results for the year ended       29 February 2012 was supervised by           
the Group Financial Director, CJA Wolmarans CA(SA).                           
  Subsequent events                                                             
2.                                                                              
  No material events have occurred subsequent to         29 February            
2012 which may have an impact on the group`s reported financial               
  position at this date.                                                        
  Audit opinion                                                                 
3.                                                                              
The auditors, Deloitte & Touche, have issued their unmodified audit           
  opinion on the group`s financial statements for the year ended 29             
  February 2012. The audit was conducted in accordance with                     
  International Standards on Auditing. A copy of their audit report is          
available for inspection at the company`s registered office. These            
  provisional financial statements have been derived from the group             
  financial statements and are consistent, in all material respects,            
  with the group financial statements. Any reference to future                  
financial performance included in this announcement has not been              
  reviewed or reported on by the Company`s auditors.                            
Commentary                                                                      
Introduction                                                                    
Protech Khuthele Holdings Limited ("Protech" or "the group") is a bulk          
earthworks and civil engineering group that offers fast track contracting to    
the mining, public and private sectors, mainly in southern Africa. The group    
is extending its reach in the infrastructure value chain and selectively        
pursuing projects in the rest of Africa.                                        
Activity levels in the broader construction industry in South Africa            
remained muted during the year under review. Despite large infrastructure       
investment budgets, public sector spending continued to be slow. The            
economic uncertainty led to drawn out decision-making and erratic spending      
patterns among top mining companies. Accordingly, tenders and new project       
opportunities are highly contested, with lower margins on new contracts.        
Expansion in South Africa and the rest of Africa by junior miners is opening    
up opportunities for second tier contractors such as Protech who can provide    
a wide range of value added services. However, the challenges of operating      
in Africa lead to longer establishment cycles and contractors need to be        
compensated for the additional risks.                                           
The group`s performance in 2012 reflected the tight operating environment       
which is impacting the whole construction industry. The Contracting business    
unit incurred a loss, largely due to impairments recognised on three            
projects in Africa that the group has fully exited and accounted for in         
2012. The Readymix business unit sustained the momentum of its turnaround       
while the Geotechnical business unit continued to achieve solid margins.        
Strategy Review                                                                 
The focus of new management, which took over from        1 September 2011,      
was on repositioning the group to weather the current market environment        
while gearing up for growth for an anticipated market recovery in 2013.         
Three core areas of the business have been prioritised:                         
- A review of market opportunities led Protech`s initiatives to extend its      
reach in the infrastructure value chain. A seasoned executive has been          
appointed to drive growth in the civils segment while public sector             
transport and energy infrastructure projects will also be targeted.             
- A renewed focus on nurturing entrepreneurship and delivering innovative       
solutions is underpinned by the alignment of the human resources strategy to    
the business strategy, to be driven by the Organisational Performance           
Executive who recently joined the group.                                        
- The plant policy has been modified without compromising the service           
quality for which Protech is known. Replacement cycles for plant and            
equipment have been extended within their warranty periods to optimise asset    
utilization and reduce the capital requirements with the overall effect of      
reducing the inherent financial risks of the business.                          
Financial Review                                                                
Statement of comprehensive income                                               
Group revenue decreased by 10% to R965,8 million (2011: R1 069,7 million),      
in line with the tough prevailing market as well as the challenges of           
starting up projects in Africa.                                                 
Judicious management of input costs enabled the group to contain growth in      
expenses and it maintained its gross margin at 35%.                             
Operational expenditure increased 18% to R286,3 million (2011: R242,0           
million). The major impact was the impairments recognised on three projects     
in Africa which had not progressed beyond the first phase. The full effect      
has been accounted for in the 2012 financial year. The group reported an        
operating loss before interest and taxation of R3,8 million (2011: operating    
profit of   R77,1 million).                                                     
A loss per share of 3,1 cents per share (2011: 10,8 cents earnings per          
share) and a headline loss per share of 1,0 cents per share (2011: 11,8         
cents earnings per share) were recorded for the year ended 29 February 2012.    
Statement of financial position                                                 
Total property, plant and equipment decreased to    R411,3 million (2011:       
R429,4 million) at the financial year end, in line with the lower net           
capital expenditure of R58,5 million (2011: R124,9 million) that reflects       
the group`s modified plant policy.                                              
As a result of net debt repayments of R5,5 million on it`s interest bearing     
liabilities, Protech`s net debt:equity ratio improved from 66% in 2011 to       
64% in 2012. The outstanding interest bearing liabilities decreased to          
R288,1 million (2011: R293,6 million).                                          
The financial position remains strong with a cash balance at 29 February        
2012 of R80,0 million compared to      R72,6 million at 28 February 2011.       
Net working capital amounted to R91,4 million (2011: R103,2 million).           
The net asset value per share at 29 February 2012 was reported at 89,5 cents    
compared to 92,4 cents at        28 February 2011.                              
Statement of cash flows                                                         
Protech remains strongly cash generative despite       the more challenging     
operating environment with       total cash generated by operations of          
R113,8 million (2011: R121,4 million). When comparing cash generated by         
operations before working capital changes to EBITDA, the ratio of cash          
generated to EBITDA improved to 1,16 times (2011: 1,04).                        
Operational Review                                                              
Contracting - 84% of group revenue                                              
The Contracting business unit showed an 8% decline in revenue to R865,8         
million (2011: R942,9 million) as a result of fewer project opportunities in    
South Africa and the long project establishment cycles in the rest of           
Africa. An operating loss of R17,9 million (2011: operating profit of R74,5     
million) was reported. Increased competition and lower project margins had      
an impact, but the loss was predominantly due to impairments recognised on      
three contracts in Africa which did not progress beyond the first phase. No     
further losses will be incurred in relation to these projects that the group    
has now fully exited.                                                           
During the second half of the financial year, the new management team           
initiated a full review of the Contracting project portfolio.                   
Notwithstanding the loss making east African projects, management has a         
solid understanding of the inherent risks in the remaining projects. Protech    
has fully adapted its operating practices to the challenges of working in       
Africa. In addition, the creation of a dedicated risk management function       
will ensure that the increased risks of working outside of South Africa are     
addressed.                                                                      
Geotechnical - 2% of group revenue                                              
The Geotechnical business unit which primarily services Protech`s               
Contracting business unit achieved a 24% increase in revenue to R23,4           
million (2011: R18,8 million) with 97% growth in operating profit to R7,1       
million (2011: R3,6 million).                                                   
Readymix - 14% of group revenue                                                 
The Readymix business unit achieved a strong financial turnaround in 2012.      
Its revenue growth of 8% to R139,4 million (2011: R128,6 million) outpaced      
the current industry growth rate by a factor of two. This was due to the        
successful development and launch of new products as well as its flexibility    
and rapid lead times, which enabled the business unit to supply customers`      
requirements on short notice.                                                   
Readymix did not pursue volume growth at lower margins. This together with a    
continued focus on driving down production costs led to improved gross          
margins and a reported operating profit of R5,5 million (2011: operating        
loss of R1,5 million).                                                          
Board of Directors                                                              
The Board of Protech has been strengthened with several new appointments        
since 1 March 2011:                                                             
- Mr ASW Page was appointed to the board on 1 September 2011 as an executive    
director and to the position of chief executive officer.                        
- Mr MSG Mareletse was appointed as the independent chairman on 25 October      
2011.                                                                           
- Mr TW Rensen was appointed as an independent non-executive director with      
effect from 19 April 2012.                                                      
Dividend                                                                        
The prevailing economic environment is prompting the group to take a very       
conservative view as far as the preservation of cash resources is concerned.    
Consequently no dividend was declared in respect of the 2012 financial year.    
Outlook                                                                         
The Group has seen evidence of improved tender activity since the beginning     
of the new financial year, both in the mining sector and commercial             
infrastructure. Renewed commitments from the South African government to        
accelerate infrastructure investments are encouraging, particularly in the      
transport and energy sectors which are strategic focus areas for Protech.       
There are numerous opportunities to work in Africa, in mining and related       
infrastructure, but a conservative and highly selective approach has been       
adopted, in relation to clients and partners.                                   
The total order book, which consists of awarded projects currently in           
progress in the Contracting business unit amounted to R1,1 billion at 29        
February 2012. In addition, the total value of work tendered, submitted and     
awaiting adjudication and award to the successful contractor is currently       
valued at some R2,4 billion on a probability weighted basis.                    
With its internal repositioning and capacity building, Protech is on a sound    
footing to benefit from these opportunities, leveraging its unique sales        
model to drive new business development. Best in class practices which are      
being implemented throughout the business should ensure Protech`s capacity      
to deliver profitable growth. Initiatives to extend its capability in           
specific areas of the construction value chain are on track, including the      
recent announcement to establish a civils division. These should provide        
further growth as the group delivers more diversified solutions to its          
customers.                                                                      
The figures as stated in the outlook section of the commentary have not been    
reviewed nor audited by the Company`s auditors.                                 
Renewal of cautionary announcement                                              
Shareholders are referred to the cautionary announcement published on the       
Securities Exchange News Service ("SENS") on 2 May 2012 wherein they were       
advised that the Company had entered into discussions which, if successfully    
concluded may have a material effect on the price of the Company`s              
securities.                                                                     
Accordingly, Shareholders are advised to continue to exercise caution when      
dealing in the Company`s securities until a further announcement is made.       
On behalf of the directors                                                      
MSG Mareletse                                                                   
Chairman                                                                        
ASW Page                                                                        
Chief Executive Officer                                                         
CJA Wolmarans                                                                   
Group Financial Director                                                        
Lanseria                                                                        
25 May 2012                                                                     
Directors:                                                                      
MSG Mareletse*+ (Chairman), ASW Page (Chief Executive Officer), CJA             
Wolmarans (Group Financial Director),      V Raseroka*, MJ Vuso*+, TW           
Rensen*+                                                                        
* non-executive??+ independent                                                  
Secretary:                                                                      
iThemba Governance, Statutory Solutions (Pty) Ltd.                              
Registered office:                                                              
Corner R512 and Elandsdrift Road, Bultfontein, Lanseria                         
(Private Bag X6, Lanseria, 1748) (Website: www.pkh.co.za)                       
Transfer secretary:                                                             
Link Market Services South Africa (Proprietary) Limited, 13th Floor, Rennie     
House, 19 Ameshoff Street, Braamfontein. (PO Box 4844, Johannesburg, 2000)      
Sponsor:                                                                        
Deloitte & Touche Sponsor Services (Proprietary) Limited                        
www.pkh.co.za                                                                   
Date: 28/05/2012 08:21:27 Produced by the JSE SENS Department.                  
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