1. |
Basis of preparation
The Group operates in the construction, engineering and mining environment 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 interim report for the six months ended 31 December 2011 has been prepared in accordance with
the framework concepts and the measurement and recognition requirements of International Financial
Reporting Standards (“IFRS”), the AC 500 standards as issued by the Accounting Practices Board or its
successor, IAS 34: Interim Financial Reporting and in compliance with the requirements of the Companies
Act, No. 71 of 2008 of South Africa. This report was compiled under the supervision of AJ Bester (CA) SA,
Group financial director.
The accounting policies used in the preparation of these results are in accordance with IFRS and are
consistent in all material respects with those used in the audited annual financial statements for the year ended 30 June 2011.
This review has been conducted in accordance with International Standards on Review Engagements 2410,
Review of Interim Financial Information Performed by the Independent Auditor, Deloitte & Touche, and their
unmodified review opinion 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 auditors. |
2. |
Loss before interest and taxation
Loss before interest and taxation includes the following signficant items:
R millions |
31 December
2011 |
|
31 December
2010 |
|
30 June
2011 |
|
Gautrain/Competition Commission penalties |
- |
|
(510) |
|
(1 150) |
|
GPMOF |
(600) |
|
- |
|
(582) |
|
Middle East operations |
(231) |
|
(165) |
|
(164) |
|
Other impairments |
- |
|
(120) |
|
(79) |
|
|
(831) |
|
(795) |
|
(1 975) |
|
Items by nature |
|
|
|
|
|
|
Cost of sales |
(15 939) |
|
(14 105) |
|
(28 428) |
|
Distribution and marketing expenses |
(127) |
|
(129) |
|
(271) |
|
Administration expenses |
(1 171) |
|
(1 028) |
|
(3 138) |
|
Other operating income |
284 |
|
176 |
|
624 |
|
|
(16 953) |
|
(15 086) |
|
(31 213) |
|
|
3. |
Loss from discontinued operations
The Group disposed of its mining roof bolt & Alert Steel Polokwane businesses and Johnson Arabia crane hire while Clough disposed
of its marine operations during the six months ended 31 December 2011. Refer to note 7 for further details
on these disposals.
The remaining discontinued operations comprise of the Group’s properties and interests in steel reinforcing
bar manufacture and trading operations.
R millions |
31 December
2011 |
|
31 December
2010 |
|
30 June
2011 |
|
Revenue |
1 151 |
|
1 266 |
|
2 646 |
|
Profit/(loss) before interest, depreciation and amortisation |
9 |
|
(417) |
|
(641) |
|
Depreciation and amortisation |
(3) |
|
(41) |
|
(69) |
|
Profit/(loss) before interest and taxation |
6 |
|
(458) |
|
(710) |
|
Net interest expense |
(20) |
|
(25) |
|
(58) |
|
Taxation (expense)/credit |
(5) |
|
117 |
|
118 |
|
Loss from equity accounted investments |
- |
|
(2) |
|
(16) |
|
Loss from discontinued operations |
(19) |
|
(368) |
|
(666) |
|
Non-controlling interests relating to discontinued operations |
21 |
|
42 |
|
79 |
|
Cash flows from discontinued operations include the following: |
|
|
|
|
|
|
Cash outflow from operating activities |
(236) |
|
(328) |
|
(129) |
|
Cash inflow from investing activities |
957 |
|
204 |
|
574 |
|
Cash outflow from financing activities |
(335) |
|
(178) |
|
(466) |
|
Net increase/(decrease) in cash and cash equivalents |
386 |
|
(302) |
|
(21) |
|
|
4. |
Reconciliation of headline loss
R millions |
31 December
2011 |
|
31 December
2010 |
|
30 June
2011 |
|
Loss attributable to owners of Murray & Roberts Holdings Limited |
(528) |
|
(636) |
|
(1 735) |
|
Investment property fair value adjustments |
- |
|
- |
|
5 |
|
Profit on disposal of businesses |
(64) |
|
(16) |
|
(17) |
|
Profit on disposal of property, plant and equipment |
(30) |
|
(13) |
|
(49) |
|
Impairment of goodwill and other assets |
- |
|
184 |
|
398 |
|
Fair value adjustment and (profit)/loss on disposal of assets held-for-sale |
(29) |
|
5 |
|
32 |
|
Adjustments relating to business acquisitions |
- |
|
(8) |
|
(62) |
|
Other |
- |
|
- |
|
1 |
|
Non-controlling interests effects on adjustments |
18 |
|
(2) |
|
(5) |
|
Taxation effects on adjustments |
10 |
|
(39) |
|
(61) |
|
Headline loss |
(623) |
|
(525) |
|
(1 493) |
|
Adjustments for discontinued operations: |
|
|
|
|
|
|
Loss from discontinued operations |
19 |
|
368 |
|
666 |
|
Non-controlling interests |
(21) |
|
(42) |
|
(79) |
|
Investment property fair value adjustments |
- |
|
- |
|
(5) |
|
Profit on disposal of businesses |
59 |
|
16 |
|
17 |
|
Profit on disposal of property, plant and equipment |
- |
|
3 |
|
1 |
|
Impairment of goodwill and other assets |
- |
|
(181) |
|
(324) |
|
Fair value adjustment and profit/(loss) on disposal of assets held-for-sale |
29 |
|
(5) |
|
(34) |
|
Adjustments relating to business acquisitions |
- |
|
- |
|
1 |
|
Non-controlling interests effects on adjustments |
(20) |
|
2 |
|
6 |
|
Taxation effects on adjustments |
(3) |
|
42 |
|
74 |
|
Headline loss from continuing operations |
(560) |
|
(322) |
|
(1 170) |
|
|
5. |
Contracts-in-progress and contract receivables
R millions |
31 December
2011 |
|
31 December
20105 |
|
30 June
2011 |
|
Contracts-in-progress (cost incurred plus recognised profits, less |
|
|
|
|
|
|
recognised losses) |
1 435 |
|
1 482 |
|
557 |
|
Uncertified claims and variations less payments received on account |
|
|
|
|
|
|
(recognised in terms of IAS 11: Construction Contracts |
2 203 |
|
1 842 |
|
1 968 |
|
Uncertified claims and variations |
2 675 |
|
1 842 |
|
2 302 |
|
Less: Payments received on account |
(472) |
|
- |
|
(334) |
|
Amounts receivable on contracts (net of impairment provisions) |
2 539 |
|
2 413 |
|
2 340 |
|
Retentions receivable (net of impairment provisions) |
285 |
|
307 |
|
425 |
|
|
6 462 |
|
6 044 |
|
5 290 |
|
Amounts received in excess of work completed |
(2 985) |
|
(3 013) |
|
(2 244) |
|
|
3 477 |
|
3 031 |
|
3 046 |
|
Disclosed as: |
|
|
|
|
|
|
Amounts due from contract customers |
6 462 |
|
6 044 |
|
5 290 |
|
Amounts due to contract customers |
(2 985) |
|
(3 013) |
|
(2 244) |
|
|
3 477 |
|
3 031 |
|
3 046 |
|
5 During the financial year ended 30 June 2011 the Group elected to disclose the uncertified claims and
variations less payments received on account separately from contracts-in-progress. Furthermore, the
under claims and over claims per contract were disclosed on a net basis to determine the net position per
contract whilst in previous periods these amounts were disclosed separately in amounts due to and from
contract customers. This resulted in a reclassification of R13 million in December 2010 between amounts
due to and from contract customers, however, the net amount remained unchanged.
The reclassification had no impact on the net working capital of the Group, nor its working capital
movement. The Group is of the view that the revised contracts-in-progress and contract receivables
disclosure provides more useful information to users of the financial statements as the uncertified claims
and variations recognised is easily identifiable.
The Group operates in the construction, engineering and mining environment and engages in construction
contracts with various clients. The contracts end of site position is continuously re-estimated based on the latest
available information. As a result it is impractical for the nature and amount of the change in estimate to be
disclosed at each reporting period. |
6. |
Contingent liabilities
Contingent liabilities are related to disputes, claims and legal proceedings in the ordinary course of business.
The Group does not account for any potential contingent liabilities where a back to back arrangement exists
with clients or subcontractors.
R millions |
31 December
2011 |
|
31 December
2010 |
|
30 June
2011 |
|
Operating lease commitments |
1 968 |
|
2 148 |
|
2 155 |
|
Contingent liabilities |
1 238 |
|
555 |
|
983 |
|
Financial institution guarantees |
9 740 |
|
9 260 |
|
10 408 |
|
The Competition Commission ( the “Commission”) engaged the construction industry in April 2011 and
submitted applications through the April 2011 Fast-Track process. As previously reported, the Fast-Track
process might highlight further transgressions, unknown to the Board. The Commission has subsequently
presented unreported projects falling into this category for the Group to investigate. Based on current
information, the Board is of the view that an increase in the penalty provision raised in the previous financial
year is not necessary. |
7. |
Business disposals/acquisitions
The Group disposed of the following discontinued operations in the six months ended 31 December 2011:
– |
The mining roof bolt and Alert Steel Polokwane businesses in July 2011 and October 2011 respectively with
combined proceeds of R94 million received; |
– |
Johnson Arabia crane hire in October 2011 with proceeds of R109 million received; and |
– |
Clough’s marine business in December 2011 with proceeds of R654 million received (net of borrowings). |
The Group did not make any material acquisitions in the six months ended 31 December 2011. These immaterial
acquisitions resulted in a cash outflow of R14 million.
|
8. |
Liquidity & debt restructuring
The Group has restructured South African term debt and bank facilities, the new debt package of
approximately R4,3 billion (previously R3,4 billion) includes facilities ranging from on-demand to four-year
facilities, achieving the objective of extending the average tenure of the Group’s debt structure. The facilities
are supported by cross guarantees from Group companies and have been secured by the pledging of
Clough shares. |
9. |
Dividend
The Board has resolved not to declare a dividend until the Group’s liquidity and trading position has
improved further. |
10. |
Related party transactions
There have been no significant changes to the nature of related party transactions since 30 June 2011. |
11. |
Events after reporting date
Subsequent to the period under review, the Gorgon Pioneer Material Offloading Facility (“GPMOF”)
project experienced further weather delays, as well as unexpected safety related stoppages, which have
been treated as non-adjusting events after the reporting period. The impact of these delays is currently
estimated at R220 million which will be accounted for in the second half of the financial year. The Group is in
the process of evaluating the recoverability of any costs incurred as a result of these delays.
The directors are not aware of any other matter or circumstance arising after the period ended 31 December
2011, not otherwise dealt with in the Group’s interim results, which significantly affects the financial position
at 31 December 2011 or the results of its operations or cash flows for the period then ended. |