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INTERIM
RESULTS

FOR THE
SIX MONTHS ENDED
31 DECEMBER 2020


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    • CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL PERFORMANCE
    • CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
    • CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION
    • CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
    • CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
    • CONDENSED CONSOLIDATED SEGMENTAL ANALYSIS
    • CONDENSED SEGMENTAL ASSETS (CONTINUING & DISCONTINUED)
    • CONDENSED SEGMENTAL LIABILITIES (CONTINUING & DISCONTINUED)
    • NOTES
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Notes

1. BASIS OF PREPARATION

The Group operates in the mining, energy, resources & infrastructure and power, industrial & water markets and as a result the revenue is not seasonal in nature but is influenced by the nature of the contracts that are currently in progress. Refer to commentary for a more detailed report on the performance of the different operating platforms within the Group.

The condensed consolidated interim financial statements for the period ended 31 December 2020 have been prepared in accordance with International Financial Reporting Standard IAS 34: Interim Financial Reporting, the SAICA Financial Reporting Guides, as issued by the Accounting Practices Committee and Financial Pronouncements as issued by the Financial Reporting Standards Council and the requirements of the Companies Act of South Africa. The condensed consolidated interim financial statements were compiled under the supervision of DF Grobler CA(SA), Group financial director.

The accounting policies applied in the preparation of these results are in accordance with International Financial Reporting Standards (IFRS) and are consistent in all material respects with those applied in the audited consolidated financial statements for the year ended 30 June 2020.

The independent auditor's review has been conducted in accordance with International Standards on Review Engagements 2410, Review of Interim Financial Information Performed by the Independent Auditor, PricewaterhouseCoopers Inc., and their unmodified review report is available for inspection at the Company's registered office. Any reference to future financial performance included in this announcement has not been reviewed or reported on by the Group's external auditors. The auditor's report does not necessarily report on all of the information contained in this announcement/financial results. Shareholders are therefore advised that in order to obtain a full understanding of the nature of the auditor's engagement they should obtain a copy of the auditor's report together with the accompanying financial statements from the registered office.

The information presented in the condensed consolidated interim financial statements represents reviewed results for the six-month periods ended 31 December 2020 and 31 December 2019. The comparative information presented in respect of the year ended 30 June 2020 is not reviewed or audited, however, has been derived from the audited consolidated annual financial statements for the year then ended. A copy of the auditor's report, together with the audited consolidated annual financial statements for the year ended 30 June 2020, is available for inspection at the registered office.

2. REVENUE

R millions 31 December
2020
31 December
2019
30 June
2020
Revenue for the Group's continuing operations has been recognised as follows:      
Construction contracts 10 453 10 548 20 101
Sale of goods - 7 11
Rendering of services 73 157 420
Properties 2 1 3
Other revenue8 244 59 303
10 772 10 772 20 838

Revenue is recognised at a point in time for the sale of goods and over time for all other categories of revenue.

8 Other revenue includes the provision of labour, information technology and other services to joint arrangements.

3. PROFIT/(LOSS) BEFORE INTEREST AND TAXATION

R millions 31 December
2020
31 December
2019
30 June
2020
Items by function
Revenue 10 772 10 772 20 838
Cost of sales (9 632) (9 413) (18 557)
Distribution and marketing expenses (10) (10) (22)
Administration costs (1 258) (1 233) (2 640)
Other operating income 245 303 364
Profit/(loss) before interest and taxation 117 419 (17)

4.NON-CURRENT ASSETS HELD FOR SALE AND DISCONTINUED OPERATIONS

Discontinued operations include the Middle East operation as well as retained assets and liabilities, following the sale of Genrec operations and the Southern African Infrastructure & Building businesses. The loss is due to a R39 million impairment following the decision to sell the investment in a joint venture ("JV") holding the Mooikloof residential development (a retained asset after the sale of the Infrastructure & Building businesses in 2017), which has not made any progress for several years, as well as a negative R39 million exchange rate movement on an intercompany loan to the Middle East. The investment in JV has been classified as a non-current asset held for sale in terms of IFRS 5: Non-current Assets Held for Sale and Discontinued Operations. These operations, as well as the investment in JV, met the requirements in terms of IFRS 5 to be classified as discontinued operations and have been presented as such in the condensed consolidated interim financial statements.

4.1 (LOSS)/PROFIT FROM DISCONTINUED OPERATIONS

R millions 31 December
2020
31 December
2019
30 June
2020
Revenue 25 161 182
(Loss)/profit before interest, depreciation and amortisation (119) (48) 19
Depreciation and amortisation – – –
(Loss)/profit before interest and taxation (119) (48) 19
Interest expense – (1) (1)
Interest income 2 3 5
(Loss)/profit before taxation (117) (46) 23
Taxation – (7) (7)
(Loss)/profit after taxation (117) (53) 16
Income from equity accounted investments – – –
(Loss)/profit from discontinued operations (117) (53) 16
Attributable to:
– Owners of Murray & Roberts Holdings Limited (117) (38) 32
– Non-controlling interests – (15) (16)
  (117) (53) 16

4.2 CASH FLOWS FROM DISCONTINUED OPERATIONS INCLUDE THE FOLLOWING:

R millions 31 December
2020
31 December
2019
30 June
2020
Cash flow from operating activities (21) (40) (429)
Cash flow from investing activities – 21 21
Cash flow from financing activities – – –
Net decrease in cash and cash equivalents (21) (19) (408)

5. WEIGHTED AVERAGE NUMBER OF SHARES

  31 December
2020
31 December
2019
30 June
2020
Number of ordinary shares in issue ('000) 444 736 444 736 444 736
Reconciliation of weighted average number of shares in issue ('000)
Weighted average number of ordinary shares in issue 444 736 444 736 444 736
Less: Weighted average number of shares held by the Letsema BBBEE trusts (31 696) (31 696) (31 696)
Less: Weighted average number of shares held by the subsidiary companies (17 688) (16 219) (15 785)
Weighted average number of shares used for basic per share calculation 395 352 396 821 397 255
Add: Dilutive adjustment 9 866 8 073 5 725
Weighted average number of shares used for diluted per share calculation 405 218 404 894 402 980

6. RECONCILIATION OF HEADLINE (LOSS)/EARNINGS

R millions 31 December
2020
31 December
2019
30 June
2020
(Loss)/profit attributable to owners of Murray & Roberts Holdings Limited (167) 163 (352)
Profit on disposal of property, plant and equipment (5) (6) (49)
Loss on disposal of property, plant and equipment 31 1 1
Impairment of property, plant and equipment – – 12
Impairment of goodwill – – 63
Impairment of non-current assets held for sale 39 – –
Fair value gain on investment in associate (1) – –
Taxation effects on adjustments (8) 2 8
Headline (loss)/earnings (111) 160 (317)
Adjustments for discontinued operations:
Loss/(profit) from discontinued operations 117 38 (32)
Impairment of non-current assets held for sale (39) – –
Headline (loss)/earnings from continuing operations (33) 198 (349)
Headline (loss)/earnings per share from continuing and discontinued operations (cents)
– Diluted (28) 40 (80)
– Basic (28) 40 (80)
Headline (loss)/earnings per share from continuing operations (cents)
– Diluted (8) 49 (88)
– Basic (8) 50 (88)

7. GOODWILL

R millions 31 December
2020
31 December
2019
30 June
2020
At beginning of period 1 125 958 958
Acquisition of businesses~ 9 47 11
Impairment of goodwill – – (63)
Foreign exchange movements (12) (1) 219
1 122 1 004 1 125

The Group tests goodwill annually for impairment or more frequently if there are indicators that goodwill might be impaired. No goodwill has been impaired in the current period.

~ Business acquisitions in the current period are not considered significant.

8. CONTRACTS-IN-PROGRESS AND CONTRACT RECEIVABLES

R millions 31 December
2020
31 December
2019
30 June
2020
Contracts-in-progress (cost incurred plus recognised profits, less recognised losses and amounts invoiced) 1 560 1 984 1 817
Uncertified claims and variations less payments received on account of R303 million (FY2020: R357 million) 1 083 802 1 084
Amounts receivable on contracts (net of impairment provisions) 2 409 3 105 2 699
Retentions receivable (net of impairment provisions) 522 263 439
5 574 6 154 6 039
Advance payments received and excess billings (4 986) (3 527) (3 543)
Uncertified claims and variations included in advance payments received and excess billings 17 43 –
605 2 670 2 496
Disclosed as:
Amounts due from contract customers – current 5 574 6 154 6 039
Amounts due to contract customers – current (4 969) (3 484) (3 543)
605 2 670 2 496

UPDATE ON THE GROUP’S CLAIM PROCESSES

Since the end of the previous financial year, the Group's uncertified revenue remained unchanged at R1,1 billion. It has become more difficult to settle claims expediently with clients considering the uncertainty brought about by COVID-19 pandemic. The Group, however, remains confident that revenue recognised as uncertified will be certified and paid once attendant commercial matters have been resolved.

9. OTHER NON-CURRENT ASSETS

R millions 31 December
2020
31 December
2019
30 June
2020
Other non-current assets comprise of the following:
Investment at fair value through profit or loss (note 10.1) 1 332 1 427 1 225
Intangible assets excluding goodwill 424 448 506
Other non-current receivables 2 106 20
Net investment in the lease 36 90 76
Other investments 2 2 2
1 796 2 073 1 829

10. FINANCIAL INSTRUMENTS

The Group's financial instruments consist mainly of deposits with banks, local money market instruments, short-term investments, accounts receivable and payable and interest-bearing borrowings.

The fair value of the Group's financial instruments approximate their carrying values as at 31 December 2020.

R millions 31 December
2020
31 December
2019
30 June
2020
Categories of financial instruments
Financial assets
Financial assets designated as fair value through profit or loss (level 3) 1 335 1 427 1 225
Amortised cost 8 097 7 879 8 085
Financial liabilities
Amortised cost 6 592 6 544 7 208

10.1 FINANCIAL ASSETS DESIGNATED AS FAIR VALUE THROUGH PROFIT OR LOSS

R millions 31 December
2020
31 December
2019
30 June
2020
Investment in infrastructure service concession (level 3) 9
At beginning of period 1 225 1 434 1 434
Dividends received – (205) (328)
Fair value adjustment recognised in the statement of financial performance 107 198 119
1 332 1 427 1 225
9

The investment is reflected at fair value through profit or loss as the investment meets the requirements of IAS28.18 with regards to venture capital organisations or similar entities, as the transaction did not result in a change of control. The fair value of the Bombela Concession Company Proprietary Limited ("BCC") is calculated using discounted cash flow models and a market discount rate of 16,25% (FY2020: 16,25%). The discounted cash flow models are based on forecast patronage, operating costs, inflation and other economic fundamentals, taking into consideration the operating conditions experienced in the current financial period. The future profits from the concession are governed by a contractual agreement and are principally based on inflationary increases in the patronage revenue and operating costs of the current financial period.

Operating cost includes an operating fee that is payable to the Bombela Operating Company (Pty) Ltd ("BOC"), the company responsible for the operation and maintenance of Gautrain. The fee payable to BOC, although predictable, is subject to annual inflationary increases and is subject to review every fifth year where increases of more than inflation are considered. The next review is due in 2023.

Operating cost also includes a Railway Usage Fee ("RUF") which constitutes a fee for the use of the system owned by Gauteng Province. The fee is 50% of the concessionaire's excess free cash flow above an 18% real rate of return. The fee reduces to 35% should the concessionaire comply with certain Socio-Economic Development ("SED") obligations. Historically, the SED obligations have been achieved and the valuation is based on the SED obligations being achieved. If these obligations are not achieved, then the result would be a decrease in the value of the concession investment of R284 million (FY2020: R282 million).

Revenue based on patronage is underpinned by the Gauteng Province. The Patronage Guarantee is the difference between the Minimum Required Total Revenue ("MRTR") and the Actual Total Revenue ("ATR") in each month. Revenue below the MRTR is a BCC risk. A 1% shortfall in patronage revenue below the MRTR reduces the value of the concession investment by approximately R12 million (FY2020: R12 million). The impact of COVID-19 for the financial year ended 30 June 2021 is included in the discounted cash flow model. Thereafter, it is assumed that patronage will return to pre-COVID-19 levels and owing to the Patronage Guarantee, no further revenue reductions were forecast for the subsequent years. In this regard, annual revenue, prior to COVID-19, was predictable in nature and was in excess of MRTR. Furthermore, to date, the Gauteng Province has honoured its Patronage Guarantee. The impact of COVID-19 is lessened by a business interruption policy taken out by BCC. Management has taken a view, based on Senior Counsel's opinion, that it is probable the policy will be honoured and a discounted value of R100 million is included in the fair value calculation.

A decrease of 1% in the discount rate would result in an increase in the value of the concession investment of approximately R40 million (FY2020: R42 million).

11. CONTINGENT LIABILITIES

As a contracting Group, Murray & Roberts is in the ordinary course of its business involved in various disputes, a number of which arise when operations and projects are closed out and finalised. Depending on the merits, disputes can translate into claims and legal proceedings, which Murray & Roberts always rigorously defends. Where Murray & Roberts, in consultation with its legal advisors and counsel, believes the claims are predicated on weak and/or spurious grounds, and Murray & Roberts has sound and strong defences, no provision is made for any such claim, and they are aggregated and disclosed as contingent liabilities. The Board does not believe that adverse decisions in any pending proceeding or claims against the Group will have a material adverse effect on the financial condition or future of the Group. Refer to note 15 for events after reporting date, impacting guarantees disclosed at 31 December 2020.

R millions 31 December
2020
31 December
2019
30 June
2020
Contingent liabilities 5 504 3 397 4 782
Financial institution guarantees 9 073 8 373 7 970

12. DIVIDEND

On an annual basis, the board of directors of the Company ("Board") considers a dividend post-year end. As a result of the significant growth in the Group’s order book and ongoing uncertainty brought about by COVID-19, the Board will prioritise retaining sufficient capacity to deliver the order book. No interim dividend has been declared.

13. SUPPLEMENTARY INFORMATION

  31 December
2020
31 December
2019
30 June
2020
Net asset value per share (Rands) 11 12 13
Dividends per share (cents) – – –

 

14. RELATED PARTY TRANSACTIONS

There have been no significant changes to the nature of related party transactions since 30 June 2020 or any transactions outside the normal course of business.

15. EVENTS AFTER REPORTING DATE

The directors are not aware of any matter or circumstance arising after the period ended 31 December 2020, not otherwise dealt with in the Group's interim results, which significantly affects the financial position at 31 December 2020 or the results of its operations or cash flows for the period then ended.

On 21 July 2020, a call on two guarantees for the completed Al Mafraq project was made without cause by a client in the Middle East. On 16 January 2021, without formal notice, the call on the two guarantees issued by a Dubai-based bank was implemented by the bank. The bank debited the joint venture bank account with AED474 million, placing the joint venture account into overdraft of an equivalent amount, and paid the funds over to the client. The bank has no direct access to the funds of Murray & Roberts Limited, and will have to pursue a claim under Murray & Roberts Limited parent guarantees through an inter-jurisdictional legal process. The parent guarantees are limited to a third of the amount paid out by the bank. The payout under these securities is not expected to have any income statement impact, nor any direct cash flow implications for the Group.

 




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