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Fri 8 Jun 2012, 16:06 RAC - Racec Group Limited - Condensed consolidated unaudited results for the
RAC
RAC                                                                             
RAC - Racec Group Limited - Condensed consolidated unaudited results for the    
six months ended 31 March 2012                                                  
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")                                       
CONDENSED CONSOLIDATED UNAUDITED RESULTS FOR THE SIX MONTHS ENDED 31 MARCH      
2012                                                                            
INTRODUCTION                                                                    
It is with a great deal of pride that we present our 2012 interim results.      
This is our first six month interim reporting period ("reporting period") as    
a restructured niche, black empowered, rail focused entity and it is            
extremely rewarding to witness the beginning of the Groups turn around          
following a challenging period of loss making and restructuring.  We believe    
these positive results are just the start and we are hugely optimistic and      
excited about the future.                                                       
Our determined commitment to being a rail focused entity is paying dividends.   
Not only have we worked hard at reducing our overall Group fixed costs, but     
we have also managed to significantly grow our continued operations 2012        
order book to in excess of 160%.  Even more encouraging is that we are          
anticipating a further improvement on our gross margin percentage, which        
obviously bodes well for the remainder of 2012 and beyond.                      
Our current challenge is to build sufficient capacity to deliver the rail       
opportunities in the medium- to long- term, without unnecessarily increasing    
our fixed overhead cost.  We have therefore rationalised our overhead           
structure to accommodate core functions whist forming various outsourced and    
alliance relationships with both service providers and clients.  We believe     
this will help us to more effectively scale our capacity to deliver in          
response to industry demands.                                                   
We are also continuing with our strategy to diversify our operations across     
the rail sector by targeting the following order book splits                    
    *    construction vs annuity contracts;                                     
    *    South Africa vs Africa contracts; and                                  
    *    private vs public clients.                                             
We believe that by rationalising our overhead structure and achieving a         
balanced mix of projects, that we will be able to minimise the effect of the    
cyclical nature of the construction industry.                                   
Construction remains a key driver of the Groups success and it is a business    
we understand and have been delivering on for more than 55 years.  Our          
continued striving for excellence by consistently delivering quality projects   
timeously and within budget allows us to provide continued services to our      
existing clients as well as to attract new clients.  Highlights during this     
reporting period include the recent award of the total upgrading of a further   
71 kilometres of track in Sierra Leone as well as several contract awards       
locally, which are expected to significantly impact our 2012 and 2013           
results.                                                                        
Our strategy to secure annuity type contracts off the back of our initial       
construction works is also proving to be successful.  Our knowledge of the      
site and contract conditions is allowing us to provide mutually beneficial      
cost effective solutions for both ourselves and our clients.  Short-term        
maintenance works are currently being undertaken in Sierra Leone and            
Mozambique as well as in South Africa and we are confident that we will         
convert these into long-term contracts.  Furthermore, we are actively           
participating in discussions with clients on how best to provide mechanised     
rail maintenance services to suit their requirements without unnecessarily      
saturating the market with an oversupply of resources.  We are excited about    
this opportunity of providing full maintenance solutions, and feel that we      
are well positioned to bridge the gap between our client`s expectations and     
the equipment and other service provider`s frustrations.                        
We are also continuing our expansion strategy into the resource rich Africa     
by focusing on mining houses and other large infrastructure contractors.  Our   
enviable position of being a niche player in an opportunity rich rail market    
is also allowing us to apply strict risk mitigation measures before taking on   
work.  Our continued gross margin improvement is as a result of us being able   
to deploy our resources as effectively and efficiently as possible.  Further    
imminent opportunities exist in Mozambique, Sierra Leone, Swaziland, Ghana,     
Liberia, Congo, Malawi and Kenya and we have set up a permanent regional        
presence in Mozambique and Sierra Leone.                                        
Although our presence and delivery in the local market remains steady, we       
anticipate that the full effects of the government`s infrastructure             
commitment will be more seriously witnessed in the next 6 - 18 months.  We      
are therefore confident as an experienced, local, level 3 BBBEE, niche rail     
contractor, that we are extremely well positioned to participate in the         
anticipated rail infrastructure roll out.                                       
Although RACEC is a listed entity, we remain highly entrepreneurial and         
flexible.  Our ability to act swiftly and decisively without being held back    
by bureaucracy while simultaneously being supported by a strong Corporate       
Governance and ethical culture is a great asset to our clients.                 
The last six months have also seen our relationship with Solethu Civils         
Holdings Proprietary Limited ("Solethu") continues to grow.  Solethu`s role     
as a prominent industry player and the relationship with RRL Grindrod           
Proprietary Limited is a positive synergistic rail fit for RACEC.  The          
mutually beneficial opportunities that co-exist are exciting, and we look       
forward to delivering on these in the future. We are fortunate to have a        
partner that not only provides the necessary BBBEE support, but that also       
contributes significantly to the business.  The support we have received        
through the difficult times is testament to the strong relationship that has    
been developed.                                                                 
Although we are pleased with the turn around, it is important to recognise      
all parties that assisted and made this happen.  We are especially thankful     
for the support given by our clients, suppliers, service providers and other    
industry stakeholders.  We trust that they will continue to be part of our      
future success.                                                                 
I would like to thank the Board of Directors that have supported the            
executive team through some very difficult times. Through their support, we     
have resisted opportunists and have now emerged stronger than before.  I        
would also like to thank all our loyal and hardworking staff who have managed   
to consistently execute and deliver with excellence, despite the uncertainty    
and changes they were experiencing.  This certainly highlights that great       
businesses are built around great people.                                       
Lastly, I would like to thank the Executive Management team for their           
efforts, support and contribution.  They have shouldered much of the            
responsibility, and it is due to their endless drive and commitment that we     
have been able to restructure and turn the business around.                     
I am both honored and excited at the prospects of leading this great company    
into the future, as RACEC strives to be the rail contractor of choice.          
Gary Harrod                                                                     
Chief Executive Officer                                                         
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS                                     
During the course of the 2009 financial year the Group sold 25% of its share    
capital to its BEE investor Solethu 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 have been required in terms of SIC 12 to consolidate the results of          
Solethu. The impact of this consolidation results in R37.7 million of our       
equity being disclosed as treasury shares and reflected as shareholders`        
loans on the consolidated statement of financial position.  The following       
condensed consolidated financial statements reflect the following:              
*    The consolidated statement of comprehensive income, consolidated       
         statement of financial position and cash flow statement 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.                   
    *    The consolidated statement of comprehensive income, consolidated       
         statement of financial position and cash flow statement including      
         the SIC 12 consolidation.                                              
Excluding the SIC 12 consolidation of Solethu                                   
CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME                        
                                       Unaudited   Unaudited  Unaudited         
                                        6 months    6 months   year ended       
ended       ended      30                
                                       31 March    31 March   September         
                                       2012        2011       2011              
                                       R`000       R`000      R`000             
Revenue                                 127 763     80 457     225 982          
Cost of sales                           (92 485)    (49 044)   (162 930)        
Gross profit                            35 278      31 413     63 052           
Other income                            1 979       25         123              
Other expenses                          (22 522)    (17 725)   (35 665)         
Net profit before investment revenue,               13 713     27 510           
finance costs and taxation              14 735                                  
Investment revenue                      953         484        1 185            
Finance costs                           (2 503)     (1 823)    (4 593)          
Profit before taxation                  13 185      12 374     24 102           
Taxation                                (3 517)     (6 297)    (7 703)          
Profit for the period                   9 668       6 077      16 399           
Discontinued operations                                                         
(Loss)/Profit for the year from         -           (1 638)    (35 055)         
discontinued operations                                                         
Loss from disposal of discontinued      -           -          (37 936)         
operations                                                                      
Profit/(Loss) for the period            9 668       4 439      (56 592)         
                                                                                
Attributable to:                                                                
Equity holders of the parent            9 668       4 888      (55 785)         
Non-controlling interest -              -           (449)      (807)            
discontinued operations                                                         
                                       9 668       4 439      (56 592)          
Other comprehensive income/(loss):                                              
- Foreign currency translation          (117)       (164)      49               
differences                                                                     
Total comprehensive income/(loss) for   9 551       4 275      (56 543)         
the period                                                                      
                                                                                
                                       Unaudited   Unaudited   Unaudited        
                                        6 months    6 months   year ended       
ended       ended      30                
                                       31 March    31 March   September         
                                       2012        2011       2011              
                                                                                
Attributable to:                                                                
Equity holders of the parent            9 551       4 724      (55 736)         
Non-controlling interest -              -           (449)      (807)            
discontinued operations                                                         
9 551       4 275      (56 543)          
                                                                                
EARNINGS/(LOSS) PER SHARE (CENTS)                                               
Basic                                   5.8     3.0        (33.7)               
Diluted basic                           5.3     2.8        (31.2)               
Headline                                5.8     3.0        (7.2)                
Diluted headline                        5.3     2.8        (6.7)                
                                                                                

From continued operations (cents)                                               
Basic                                   5.8      3.7       9.9                  
Diluted basic                           5.3      3.5       9.2                  
Headline                                5.8      3.7       10.1                 
Diluted headline                        5.3      3.5       9.3                  
From discontinued operations (cents)                                            
Basic                                   -        (0.7)     (43.6)               
Diluted basic                           -        (0.7)     (40.3)               
Headline                                -        (0.7)     (17.3)               
Diluted headline                        -        (0.7)     (16.0)               
Weighted average number of ordinary     165      165 585   165 585              
shares in issue (`000)*                 584                                     
Fully diluted weighted average number   182      175 999   178 993              
of ordinary shares in issue (`000)**    187                                     
*Excludes treasury shares                                                       
** Treasury shares considered to have dilutive potential                        
CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION                          
                                        Unaudite  Unaudite Unaudite             
                                        d         d        d                    
as at     as at    as at                
                                        31 March  31 March 30                   
                                        2012      2011     Septembe             
                                        R`000     R`000    r                    
2011                 
                                                           R`000                
ASSETS                                                                          
Non-current assets                       62 648    84 461   66 555              
- Property, plant and equipment          50 502    61 713   54 978              
- Investment property                    351       351      351                 
- Intangible assets                      926       10 548   1 125               
- Loans and receivables                  9 360     4 404    8 839               
- Loans to shareholders                  1 499     915      1 200               
- Loans to related parties               -         11       62                  
- Deferred tax assets                    10        6 519     -                  
Current assets                           100 200   122 067  110 957             
- Inventories                            49 013    49 501   41 692              
- Trade and other receivables            43 097    58 364   43 755              
- Loans and receivables                  -         -        4 385               
- Tax receivable                         -         119      103                 
- Cash and cash equivalents              8 090     14 083   17 569              
- Assets classified as held for          -         -        3 453               
sale                                                                            
                                                                                
Total assets                             162 848   206 528  177 512             
                                                                                
EQUITY AND LIABILITIES                                                          
Capital and reserves                     43 953    94 011   34 325              
- Equity attributable to equity          43 953    94 589   34 325              
holders of the parent                                                           
- Non-controlling interest               -         (578)    -                   
Non-current liabilities                  12 360    16 306   16 965              
- Other financial liabilities            6 560     8 284    9 916               
- Share based payments                   971       2 890    2 085               
- Deferred tax liabilities               4 829     5 132    4 964               
Current liabilities                      106 535   96 211   126 222             
- Loans from shareholders                3 770     6 795    6 739               
- Other financial liabilities            4 859     8 800    6 257               
- Current tax payable                    4 610     10 624   7 639               
- Trade and other payables               63 235    48 513   73 606              
- Bank overdraft                         30 061    21 479   30 936              
- Liabilities directly associated                           1 045               
with assets classified as held for       -         -                            
sale                                                                            

Total equity and liabilities             162 848   206 528  177 512             
                                                                                
Net asset value per share (cents)        27.8      59.9     21.7                
Net tangible asset value per share       27.2      53.2     21.0                
(cents)                                                                         
Total number of ordinary shares in       157 892   157 892  157 892             
issue (`000)*                                                                   

 *Excludes treasury shares                                                      
Including the SIC 12 consolidation of Solethu                                   
CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME                        
Unaudited    Unaudited    Audited        
                                        6 months     6 months    year           
                                       ended        ended       ended           
                                       31 March     31 March    30              
2012         2011        September       
                                       R`000        R`000       2011            
                                                                 R`000          
Revenue                                 127 763      80 457      225 982        
Cost of sales                           (92 485)     (49 044)    (162 930)      
Gross profit                            35 278       31 413      63 052         
Other income                            1 979        25          123            
Other expenses                          (22 522)     (17 725)    (35 673)       
Net profit before investment revenue,                13 713      27 502         
finance costs and taxation              14 735                                  
Investment revenue                      654          208         622            
Finance costs                           (4 756)      (3 332)     (7 885)        
Profit before taxation                  10 633       10 589      20 239         
Taxation                                (3 517)      (6 297)     (7 762)        
Profit for the period                   7 116        4 292       12 477         
Discontinued operations                                                         
(Loss)/Profit for the year from         -            (1 638)     (35 055)       
discontinued operations                                                         
Loss from disposal of discontinued      -            -           (37 936)       
operations                                                                      
Profit/(Loss) for the period            7 116        2 654       (60 514)       
                                                                                
Attributable to:                                                                
Equity holders of the parent            7 116        3 103       (59 707)       
Non-controlling interest -              -            (449)       (807)          
discontinued operations                                                         
                                       7 116        2 654       (60 514)        
Other comprehensive income/(loss):                                              
- Foreign currency translation          (117)        (164)       49             
differences                                                                     
Total comprehensive income/(loss) for   6 999        2 490       (60 465)       
the period                                                                      

Attributable to:                                                                
Equity holders of the parent            6 999        2 939       (59 658)       
Non-controlling interest -              -            (449)       (807)          
discontinued operations                                                         
                                       6 999        2 490       (60 465)        
EARNINGS/(LOSS) PER SHARE (CENTS)                                               
Basic                                   6.7     2.9        (56.3)               
Diluted basic                           3.9     1.8        (33.4)               
Headline                                6.6     2.9        (15.0)               
Diluted headline                        3.9     1.8        (8.9)                
                                                                                

                                                                                
                                                                                
                                                                                

                                                                                
                                       Unaudited  Unaudited  Audited            
                                        6 months   6 months  year               
ended      ended     ended               
                                       31 March   31 March  30                  
                                       2012       2011      September           
                                       R`000      R`000     2011                
R`000              
From continued operations                                                       
Basic                                   6.7        4.0       11.8               
Diluted basic                           3.9        2.5       7.0                
Headline                                6.6        4.0       12.1               
Diluted headline                        3.9        2.5       7.2                
From discontinued operations                                                    
Basic                                   -          (1.1)     (68.0)             
Diluted basic                           -          (0.7)     (40.3)             
Headline                                -          (1.1)     (27.1)             
Diluted headline                        -          (0.7)     (16.0)             
Weighted average number of ordinary     106 104    106 104   106 104            
shares in issue (`000)*                                                         
Fully diluted weighted average number   182 187    174 966   178 993            
of ordinary shares in issue (`000)**                                            
*Excludes treasury shares                                                       
** Treasury shares considered to have dilutive potential                        
SEGMENTAL REPORT                                                                
Analysis per reportable      Administra  Rail      Consolida   Total            
segment                      tive        construct ting       R`000             
investment  ion       Entries                       
                            and plant   R`000     R`000                         
                            hire                                                
                            R`000                                               
Unaudited - 6 months ended                                                      
31 March 2012                                                                   
Revenue - external           438         127 325   -          127               
                                                             763                
Revenue - intersegment       8 293       -         -          8 293             
(Loss)/Profit before tax     (3 126)     13 759    -          10 633            
Total assets                 73 064      105 536   -          178               
                                                             600                

Unaudited - 6 months ended                                                      
31 March 2011                                                                   
Revenue - external           -           80 457    -          80 457            
Revenue - intersegment       7 450       14        -          7 464             
Profit/(loss) before tax     370         17 849    (7 630)    10 589            
Total assets - continued     39 654      87 712    -          127               
operations                                                    366               

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 - continued     79 608      110 722   -          190               
operations                                                    330               
                                                                                
                                                                                
                                                                                

Geographical analysis        South       Outside   Consolida   Total            
                            Africa      South     ting       R`000              
                            R`000       Africa    entries                       
R`000     R`000                         
Unaudited - 6 months ended                                                      
31 March 2012                                                                   
Revenue - external           84 706      43 057    -          127               
763                
Revenue - intersegment       1 933       -         -          1 933             
(Loss)/Profit before tax     (5 107)     15 740    -          10 633            
Total assets                 126 154     52 446    -          178               
600                
                                                                                
Unaudited - 6 months ended                                                      
31 March 2011                                                                   
Revenue - external           30 474      49 983    -          80 457            
Revenue - intersegment       1 597       -         -          1 597             
(Loss)/Profit before tax     (7 121)     25 340    (7 630)    10 589            
Total assets - continued     95 410      31 956    -          127               
operations                                                    366               
                                                                                
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 - continued     117 555     72 775    -          190               
operations                                                    330               
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          
makers, being the Group`s 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.                                                             
CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION                          
                                        Unaudited  Unaudited  Audited           
as at      as at      as at             
                                        31 March   31 March   30                
                                        2012       2011       September         
                                        R`000      R`000      2011              
R`000             
ASSETS                                                                          
Non-current assets                       76 707     83 546     77 875           
- Property, plant and equipment          50 502     61 713     54 978           
- Investment property                    351        351        351              
- Intangible assets                      926        10 548     1 125            
- Loans and receivables                  9 252      4 404      8 839            
- Loans to related parties               15 666     11         12 582           
- Deferred tax assets                    10         6 519       -               
Current assets                           101 893    122 219    112 455          
- Inventories                            49 013     49 501     41 692           
- Trade and other receivables            43 097     58 364     43 755           
- Loans and receivables                  1 692      -          5 883            
- Tax receivable                         -          119        103              
- Cash and cash equivalents              8 091      14 235     17 569           
- Assets classified as held for          -          -          3 453            
sale                                                                            
                                                                                
Total assets                             178 600    205 765    190 330          
                                                                                
EQUITY AND LIABILITIES                                                          
Capital and reserves                     6 158      59 423     (916)            
- Equity attributable to equity          6 158      60 001     (916)            
holders of the parent                                                           
- Non-controlling interest               -          (578)      -                
Non-current liabilities                  42 426     56 926     45 709           
- Loans from related parties             30 066     40 620     28 744           
- Other financial liabilities            6 560      8 284      9 916            
- Share based payments                   971        2 890      2 085            
- Deferred tax liabilities               4 829      5 132      4 964            
Current liabilities                      130 016    89 416     145 537          
- Loans from related parties             27 192     -          25 996           
- Other financial liabilities            4 859      8 800      6 257            
- Current tax payable                    4 669      10 624     7 697            
- Trade and other payables               63 235     48 513     73 606           
- Bank overdraft                         30 061     21 479     30 936           
- Liabilities directly associated                   -          1 045            
with assets classified as held for       -                                      
sale                                                                            
                                                                                
Total equity and liabilities             178 600    205 765    190 330          
                                                                                
Net asset value per share (cents)        5.8        56.5       (0.9)            
Net tangible asset value per share       4.9        46.6       (1.9)            
(cents)                                                                         
Total number of ordinary shares in       106 104    106 104    106 104          
issue (`000)*                                                                   
                                                                                
*Excludes treasury shares                                                      
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS                                  
                                        Unaudited   Unaudited  Audited          
                                         6 months    6 months  year             
ended       ended     ended             
                                        31 March    31 March  30                
                                        2012        2011      September         
                                        R`000       R`000     2011              
R`000             
Cash flows from operating activities     (6 013)     18 327    33 262           
- Cash generated from operations         4 674       22 276    40 831           
- Interest income                        654         863       875              
- Finance costs                          (4 756)     (3 496)   (3 662)          
- Taxation paid                          (6 585)     (1 316)   (4 782)          
Cash flows from investing activities     3 725       (11 137)  (21 788)         
- Purchase of property, plant and        (1 643)     (13 490)  (24 936)         
equipment                                                                       
- Proceeds from disposal of property,    5 368       3 048     3 963            
plant and equipment                                                             
- Purchase of intangible assets          -           (695)     (782)            
- Proceeds from disposal of              -           -         (33)             
discontinued operations                                                         
Cash flows from financing activities     (6 213)     (12 077)  (22 741)         
- Repayment of other financial           (6 994)     (6 649)   (15 928)         
liabilities                                                                     
- Advance of other financial             -           3 528     11 938           
liabilities                                                                     
- (Repayment)/Advance of loans by        (3 201)     (4 582)   (8 903)          
related parties                                                                 
- Advance of loans and other             3 982       -         (7 079)          
receivables                                                                     
- Net proceeds from share issue          -           -         -                
- Dividends paid                         -           (4 374)   (2 769)          
                                                                                
Total cash movement for the period       (8 501)     (4 887)   (11 267)         
Cash at the beginning of the period      (13 367)    (2 132)   (2 132)          
Exchange rate movements on cash and      (102)       (225)     32               
cash equivalents                                                                
Total cash at the end of the period      (21 970)    (7 244)   (13 367)         
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY                           
Share    Treasur  Other   Retaine  Non-     Total        
                       capital  y        reserve d        control  equity       
                       and      shares   s R`000 earning  ling     R`000        
                       share    R`000            s R`000  interes               
premium                            t R`000               
                       R`000                                                    
Balance at 1 October    70 369   (39      5 615   24 535   (129)    61 232      
2010                             158)                                           
Total comprehensive     -        -        (450)   3 389    (449)    2 490       
loss                                                                            
- Profit for the        -        -        -       3 103    (449)    2 654       
period                                                                          
- Realised revaluation  -                 (333)   333      -        -           
through depreciation             -                                              
- Deferred tax on       -                 93      (93)     -        -           
revaluation through              -                                              
depreciation                                                                    
- Realised revaluation  -        -        (64)    64       -        -           
through disposal                                                                
- Deferred tax on       -                 18      (18)     -        -           
revaluation through              -                                              
disposal                                                                        
- Foreign currency      -                 (164)   -        -        (164)       
translation                      -                                              
differences                                                                     
Share option expenses   -        -        75      -        -        75          
Dividends               -        -        -       (4 374)  -        (4 374)     
Balance at 31 March     70 369   (39      5 240   23 550   (578)    59 423      
2011                             158)                                           
Total comprehensive     -        -        (82)    (62      (358)    (62         
loss                                              515)              955)        
- Loss for the period   -        -        -       (62      (358)    (63         
810)              168)         
- Realised revaluation  -                 (198)   198      -        -           
through depreciation             -                                              
- Deferred tax on       -                 55      (55)     -        -           
revaluation through              -                                              
depreciation                                                                    
- Realised revaluation  -        -        (211)   211      -        -           
through disposal                                                                
- Deferred tax on       -                 59      (59)     -        -           
revaluation through              -                                              
disposal                                                                        
- Foreign currency      -                 213     -        -        213         
translation                      -                                              
differences                                                                     
- Share option          -        -        75      -        -        75          
expenses                                                                        
Disposal of             -        -        889     (889)    936      936         
controlling interest                                                            
in subsidiaries                                                                 
Dividends               -        -        -       1 605    -        1 605       
Balance at 30           70 369   (39      6 122   (38      -        (916)       
September 2011                   158)             249)                          
Total comprehensive     -        -        (471)   7 470    -        6 999       
loss                                                                            
- Profit for the        -        -        -       7 116    -        7 116       
period                                                                          
- Realised revaluation  -        -        (164)   164      -        -           
through depreciation                                                            
- Deferred tax on       -        -        46      (46)     -        -           
revaluation through                                                             
depreciation                                                                    
- Realised revaluation  -        -        (328)   328      -        -           
through disposal                                                                
- Deferred tax on       -        -        92      (92)     -        -           
revaluation through                                                             
disposal                                                                        
- Foreign currency      -        -        (117)   -        -        (117)       
translation                                                                     
differences                                                                     
- Share capital issued  602      (602)    -       -        -        -           
- Share option          -        -        75      -        -        75          
expenses                                                                        
Balance at 31 March     70 971   (39      5 726   (30      -        6 158       
2012                             760)             779)                          

* The shares were issued to the RACEC Employee Share Trust ("the Trust"),       
RACEC Employee Share Purchase Scheme ("the Scheme") and Solethu, being          
special purpose entities, which are consolidated as part of the Group.          
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL RESULTS                           
Statement of compliance                                                         
The accounting policies applied in the preparation of these 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 2011. 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 condensed consolidted financial statements have been prepared under the   
supervision of Mr Sean Wilkins CA(SA), the chief financial officer of the       
Group.                                                                          
The interim results have not been audited or reviewed by the Group`s            
auditors.                                                                       
Basis of measurement                                                            
These unaudited condensed financial statements have been prepared on the        
historical cost basis, modified for certain items measured at fair value.       
Discontinued operations                                                         
During the 2011 financial year, RACEC disposed of all its Electrical services   
segment subsidiaries.  RACEC Electrification Proprietary Limited, RACEC Power   
Proprietary Limited and Northern Electric (Cape) Proprietary Limited were       
disposed of on 1 August 2011 and Greenbro Proprietary Limited and Greenglo      
Geysers Proprietary Limited on 30 September 2011.                               
                                             Unaudited      Audited             
                                            6 months       year ended           
ended           30                  
                                             31 March      September            
                                             2011           2011                
                                             R`000          R`000               
The results of the discontinued operations                                      
for the period as follows:                                                      
Revenue                                      69 762                 108         
                                                           504                  
Cost of sales                                (60 246)              (104         
                                                           974)                 
Gross profit                                 9 516                              
                                                           3 530                
Other income                                 -                                  
                                                           130                  
Other expenses                               (15 720)                (37        
                                                           232)                 
Net (loss)/profit before investment revenue, (6 204)                 (33        
finance costs and taxation                                  572)                
Investment revenue                           655                                
                                                           939                  
Finance costs                                (164)                              
                                                           (919)                
(Loss)/Profit before taxation                (5 713)                 (33        
                                                           552)                 
Taxation                                     4 075                              
                                                           (1 503)              
Trading (loss)/profit after taxation         (1 638)                 (35        
                                                           055)                 
Loss from disposal of discontinued           -                       (37        
operations                                                  936)                
- Gross                                     -                       (37         
                                                           936)                 
- Taxation                                  -                                   
                                                           -                    
Net (loss)/profit for the period             (1 638)                 (72        
                                                           991)                 
(Loss)/Profit attributable to:                                                  
Equity holders of the parent                 (1 189)                 (72        
                                                           184)                 
Non-controlling interest                     (449)                              
(807)                
                                            (1 638)                 (72         
                                                           991)                 
                                                                                

The major classes of assets and liabilities classified as held for sale         
were                                                                            
as follow:                                                                      
Unaudited       Audited                 
                                       6 months ended  year ended               
                                        31 March        30 September            
                                        2011            2011                    
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 association with   -                            1 045      
assets classified as held for sale                                              
4. Proceeds from the disposal of discontinued operations                        
                                        Audited                                 
                                       year ended                               
30 September                            
                                        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                     4 371                             
Electrification Proprietary Limited                                             
- Loan account with Greenbro                     493                            
Proprietary Limited /Greenglo purchases                                         
Proprietary Limited                                                             
- Cash flow                                       (33)                          
Reconciliation of earnings/(loss) to headline earnings/(loss)                   
                                     Continued operations                       
Unaudited    Unaudited     Audited        
                                     6 months      6 months     year ended      
                                     ended         ended         30             
                                     31 March       31 March    September       
2012           2011         2011           
                                     R`000          R`000        R`000          
Reconciliation between earnings and                                             
headline earnings:                                                              
- Profit/(Loss) after tax             7 116         4 292                       
                                                                12 477          
- Impairment losses on property,      -             -                           
plant and equipment                                              289            
- Loss on disposal of property, plant 455           24                          
and equipment                                                    161            
- Profit on disposal of property,     (458)         -                           
plant and equipment                                              -              
- Tax effect of adjustments           (63)          (7)                         
                                                                (126)           
Headline earnings                     7 050         4 309         12 801        
                                                                                
Discontinued operations                    
- Loss after tax                      -                (1 189)                  
                                                                   (72 184)     
- Impairment losses on property,      -                -                        
plant and equipment                                                 123         
- Impairment loss on Intangible       -                -                        
assets                                                              5 557       
- Loss on disposal of property, plant -                3                        
and equipment                                                       14          
- Profit on disposal of property,     -                (2)                      
plant and equipment                                                 (11)        
- Loss on disposal of subsidiaries    -                -                        
37 936       
- Tax effect of adjustments           -                -                        
                                                                   (158)        
Headline loss                         -                (1 188)        (28       
723)         
                                                                                
                                     Total                                      
- Profit/(Loss) after tax             7 116            3 103         (59        
707)         
- Impairment losses on property,      -                -                        
plant and equipment                                                 412         
- Impairment loss on Intangible       -                -                 5      
assets                                                              557         
- Loss on disposal of property, plant -                27                       
and equipment                                                       175         
- Profit on disposal of property,     455              (2)                      
plant and equipment                                                 (11)        
- Loss on disposal of subsidiaries    (458)            -               37       
                                                                   936          
- Tax effect of adjustments           (63)             (7)                      
(284)        
Headline earnings/(loss)              7 050            3 121         (15        
                                                                   922)         
COMMENTARY                                                                      
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 for the six months to 31    
March 2012 of the on-going operations with the corresponding prior period,      
the Group`s revenue increased by R47.3 million, representing an increase of     
58%.                                                                            
The gross margin percentage achieved for the six months to 31 March 2012 was    
28%, which is comparable to the overall margin achieved for the financial       
year ended 30 September 2011.  The gross margin for the corresponding prior     
six months includes a once off mile stone receipt of R9.0 million from one of   
our African contracts.                                                          
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.                                                                      
DIVIDENDS                                                                       
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 period ending 31 March 2012.            
SUBSEQUENT EVENTS                                                               
The are no events after the reporting period that require disclosure.           
DIRECTORATE                                                                     
During the period under review, as from 28 February 2012, Mr. Stephen           
Smithyman is no longer representing Mr. Q Zulu as an alternative on RACEC`s     
board of directors.                                                             
By order of the Board                                                           
M Uys                                                                           
Non-Executive Chairman                                                          
8 June 2012                                                                     
G Harrod                                                                        
Chief Executive Officer                                                         
Directors:                                                                      
M Uys* (Chairman), G Harrod (Chief Executive Officer), C Harrod*, C Gooden*,    
S Wilkins (Chief Financial Officer), B Petersen*, Q Zulu*,                      
* Non-executive                                                                 
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)                                                             
Designated Adviser:                                                             
Merchantec Capital (PO Box 41480, Craighall, 2024)                              
Auditors:                                                                       
Grant Thornton Cape Inc. (Docex 158, Cape Town)                                 
These results may be viewed on the Internet on http://www.racec.co.za.          
Date: 08/06/2012 16:06:00 Produced by the JSE SENS Department.                  
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