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Mon 30 Aug 2004, 17:29 WBHO BAYLY HOLMES - OVCON LIMITED - REVIEWED RESUL
WBHO BAYLY HOLMES - OVCON LIMITED - REVIEWED RESULTS FOR THE YEAR ENDED 30 JUNE 
                                    2004                                        
WILSON BAYLY HOLMES - OVCON LIMITED                                             
Building and Civil Engineering contractors                                      
(Registration number 1982/011014/06)                                            
ISIN: ZAE000009932                                                              
Share code: WBO                                                                 
REVIEWED RESULTS FOR THE YEAR ENDED 30 JUNE 2004                                
Consistent performance                                                          
Operating income up 52,6%                                                       
Headline earnings up 17,5%                                                      
Dividends up 21,4%                                                              
Group Balance Sheet                                                             
                                                Reviewed   Audited              
                                                2004       2003                 
R`000      R`000                
ASSETS                                                                          
Non-current assets                              431 565    375 472              
Property, plant and equipment                   266 553    234 302              
Investment in associates                        90 519     116 132              
Investments                                     3 847      90                   
Loans                                           69 709     13 273               
Goodwill                                        937        11 675               
Current assets                                  1 036 782  990 582              
Inventories                                     26 395     28 748               
Contracts in progress                           531 734    562 645              
Accounts receivable                             141 225    90 741               
Bank balances                                   337 428    308 448              
Total assets                                    1 468 347  1 366 054            
EQUITY AND LIABILITIES                                                          
Ordinary share capital and reserves             396 642    360 376              
Non-current liabilities                         75 404     52 302               
Interest bearing debt                           2 813      15 856               
Deferred tax                                    72 591     36 446               
Current liabilities                             996 301    953 376              
Interest bearing debt                           12 594     20 043               
Accounts payable and provisions                 921 185    835 348              
Bank overdrafts                                 14 006     22 107               
Taxation                                        48 516     75 878               
Total equity and liabilities                    1 468 347  1 366 054            
Net tangible asset value per share (cents)      713        628                  
Group Income Statement                                                          
                                              Year to      Year to              
30 June      30 June              
                                   Reviewed                Audited              
                                   2004       % increase/  2003                 
                                   R`000     (decrease)    R`000                
Gross revenue                      2 510 717  4,2          2 408 399            
Operating income before                                                         
depreciation and amortisation      161 657    16,5         138 773              
Less: Depreciation                 44 196    (4,4)         46 227               
Goodwill amortisation              20 482    (29,3)        28 975               
Operating income                   96 979     52,6         63 571               
Investment income                  15 559    (28,8)        21 852               
Income before interest             112 538    31,7         85 423               
Finance charges                    4 001     (7,2)         4 311                
Income before taxation             108 537    33,8         81 112               
Taxation                           30 393     8,9          27 921               
Income after taxation              78 144     46,9         53 191               
Income from associates             20 271     7,7          18 816               
Income attributable to                                                          
shareholders                       98 415     36,7         72 007               
Reconciliation of headline                                                      
earnings                                                                        
Income attributable                                                             
to shareholders                    98 415                  72 007               
Add back                                                                        
Goodwill amortisation              20 482                  28 975               
Profit on sale of fixed assets    (3 123)                 (2 409)               
Headline earnings                 115 774     17,5        98 573                
Shares in issue (000`s)           55 491                  55 491                
Earnings per share (cents)        177,4       36,7        129,8                 
Headline earnings per                                                           
share (cents)                     208,6       17,5        177,6                 
Dividends per share (cents)       51,0        21,4        42,0                  
Group Statement of Changes in Equity                                            
                                              Reviewed    Audited               
                                              2004        2003                  
                                              R`000       R`000                 
Capital and reserves at start of year         360 376     335 101               
Retained income for year                      98 415      72 007                
Changes in foreign translation reserve       (37 178)    (25 646)               
Repayment of share premium                    -          (21 086)               
Dividend paid                                (24 971)     -                     
Capital and reserves at end of year           396 642     360 376               
Group Segment Information                                                       
                                              Reviewed    Audited               
2004        2003                  
                                              R`000       R`000                 
Revenue                                                                         
- Local                                       2 002 046   1 644 596             
- International                               508 671     763 803               
2 510 717   2 408 399                                                           
Operating income before goodwill amortisation                                   
- Local                                       83 198      86 362                
- International                               34 263      6 184                 
                                              117 461     92 546                
Group Cash Flow Statement                                                       
                                              Reviewed    Audited               
2004        2003                  
                                              R`000       R`000                 
Cash flow from operating activities                                             
Operating profit before working capital                                         
changes                                       131 920     109 685               
Working capital changes                       68 617     (49 890)               
Cash generated from operations                200 537     59 795                
Investment income                             15 559      21 852                
Financing costs                              (4 001)     (4 311)                
Taxation                                     (21 610)    (8 174)                
Repayment of share premium                    -          (21 086)               
Dividend paid                                (24 971)     -                     
Net cash inflow/(outflow) from                                                  
operating activities                          165 514     48 076                
Cash flow from investing activities                                             
Change in investments                        (3 757)     (4 596)                
Change in loans                              (56 436)    (69)                   
Acquisition of subsidiary                    (1 376)     (21 140)               
Change in associates                         25 613     (8 230)                 
Purchase of equipment                        (87 290)    (59 706)               
Proceeds from sale of fixed assets            15 305      8 862                 
Net cash inflow/(outflow) from investing                                        
activities                                   (107 941)   (84 879)               
Cash flow from financing activities                                             
Change in net debt                           (20 492)     22 174                
Net cash inflow/(outflow) from financing                                        
activities                                   (20 492)     22 174                
Net increase/(decrease) in cash and                                             
cash equivalents                              37 081     (14 629)               
Cash and cash equivalents at                                                    
beginning of year                             286 341     291 489               
Cash acquired on acquisition of subsidiary    -           9 481                 
Cash and cash equivalents at end of year      323 422     286 341               
Comments                                                                        
Financial review                                                                
We are pleased to report that the group has once again achieved a satisfactory  
result with headline earnings per share increasing by 17,5%.                    
The current increase in earnings has been achieved despite a moderate growth in 
turnover of 4,2%. This follows the same pattern as last year when there was a   
healthy increase in turnover from building contracts which was off-set by a     
decline in turnover on roads and earthworks contracts. In addition, the volume  
of foreign work, mostly road contracts, also declined. Fortunately, the foreign 
work has been more profitable and the proportion of operating profit from this  
source was much higher than last year.                                          
The strength of the Rand has had some upside for us. The real interest rate     
differential, whilst bolstering the Rand, has been sufficiently low in South    
African terms to stimulate retail demand. In turn, this has triggered investment
in new shopping centres and the refurbishment of other centres and this has been
a major source of work for the company during the year. On the other hand, we   
have a number of US dollar denominated contracts whose results would have been  
better had the Rand been weaker.                                                
Cash flows during the year recorded an increase of R37 million after capital    
expenditure of R87 million, an increase of R27 million compared to 2003.        
Roads and Earthworks division - Results much improved                           
A number of large contracts were either completed during the year or are in the 
final stages. Having completed the R360 million road contract in Swaziland from 
the Oshoek border to the outskirts of Mbabane we have just been advised that we 
have been awarded the contract for the construction of the next section of this 
highway which will by-pass Mbabane. The contract is worth R500 million and will 
take three years to complete.                                                   
Our portion of the work on the N4 Platinum toll road has been completed although
there is still some work to be carried out by our joint venture partners. We    
have recently been awarded a R200 million contract for the upgrade of a         
provincial road in the Eastern Cape and are also one of the joint venture       
partners constructing the R550 million Berg River dam.                          
Work continues on the Buhemba gold mine contract in Tanzania. The remoteness of 
the site has been a challenge and the strength of the Rand has also impacted    
upon its earnings.                                                              
Our Lesotho road contract was completed and handed over during the year.        
Unfortunately, we were unable to reach agreement regarding the settlement of    
certain claims and it is likely that these will be decided by arbitration. No   
reliance has been made on these claims in arriving at the results shown.        
The division has not been as busy in Botswana as in previous years but there are
good prospects of increasing our order book in this country.                    
The group has been awarded a number of larger contracts in Mocambique and now   
has work on hand worth over R500 million in this country. The largest is the    
contract for the upgrading of the EN1 Highway between Zandamela and Maxixe worth
R200 million.                                                                   
Building contracts continue to perform well                                     
The building division achieved another successful year with steady growth in    
both turnover and profits. The flow of work has been reasonable but conditions  
remain competitive, particularly on the larger projects.                        
Another notable feature has been the increase in high-density residential       
projects, especially in the coastal areas. The value of work being carried out  
at the Oubaai golf estate continues to grow and we are also engaged on a major  
residential project at Simbithi Eco-Estate on the North Coast. Apartments are   
also under construction in Clifton and the Strand in Cape Town. The Eastern Cape
division has also gained its fair share of residential building work.           
The construction and upgrading of shopping centres continues to be a major      
source of work and we were engaged on 11 projects of this nature during the     
year, two of the largest being the Clearwater Mall near Roodepoort worth R300   
million and the Capegate regional centre in Cape Town worth R260 million.       
Our subsidiary company, Suncon (Pty) Limited, in Botswana has grown rapidly     
during the year on the back of a building boom in Gaborone. However, this is    
unlikely to be sustained and we are expecting a quieter year in 2005.           
Property developments                                                           
The group has had a fairly active year insofar as property developments are     
concerned. Our stake in the Rustenburg Mall was sold during the year at a       
reasonable profit and we have exited from our investment in the Gwen Lane       
property in Sandton at a loss. We have a 20% stake in the first phase of the    
Simbithi Eco-Estate in Ballito which is almost sold out and have the option to  
increase our stake in the future phases. We also have a 50% stake in St Francis 
Links, a golf estate to be built close to St Francis Bay.                       
Probuild results pleasing                                                       
Despite a downturn in the residential property sector in Melbourne, our         
Australian associate, Probuild Constructions, again achieved increases in       
turnover and profit in both Australian dollar and Rand terms. A branch of the   
company has been successfully established in Sydney and an interest was acquired
in a small civil engineering contracting company in Brisbane.                   
Prospects                                                                       
We enter the new financial year with a degree of cautious optimism. Our order   
book is at a high level of R2,75 billion (2003: R1,80 billion) and is of a      
reasonably good quality but we do operate in an industry where circumstances can
change rapidly. Barring any unforeseen circumstances we should again achieve    
increased earnings per share in real terms next year.                           
Accounting policy and consistency                                               
The accounting policies and methods of computation as disclosed in the group`s  
financial statements for this year are consistent with those applied in 2003 and
comply with the South African Statements of Generally Accepted Accounting       
Practice.                                                                       
These results have been reviewed by our auditors, BDO Spencer Steward           
(Johannesburg) Inc. and their unqualified review opinion is available for       
inspection at the company`s registered office                                   
Dividend declaration                                                            
Notice is hereby given that a final dividend of 34 cents per share in respect of
the year ended 30 June 2004 has been declared payable to all shareholders       
recorded in the register of the company on Friday, 22 October 2004, the record  
date. The last day to trade cum-dividend will be Friday, 15 October 2004 and the
shares will trade ex-dividend on Monday, 18 October 2004. Payment of the        
dividend will be made on Monday, 25 October 2004.                               
Share certificates may not be dematerialised or rematerialised between Monday,  
18 October 2004 and Friday, 22 October 2004, both dates inclusive.              
On behalf of the board                                                          
M S Wylie                                                                       
Chairman                                                                        
A J MacKenzie                                                                   
Director                                                                        
30 August 2004
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