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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.