Reviewed condensed consolidated results. for the year ended 28 February PSV touches your life in some way each day

Transcription

1 PSV HOLDINGS LIMITED (Incorporated in the Republic of South Africa) (Registration number 1988/004365/06) JSE code: PSV ISIN: ZAE ( PSV or the company or the Group )) Reviewed condensed consolidated results for the year ended 28 February 2011 PSV touches your life in some way each day

2 Condensed consolidated statement of comprehensive income as at 28 February 2011 R Revenue Cost of sales Gross profit Operating expenses* Operating profit/(loss) 671 (71 842) Financial income Financial expenses Loss before taxation (7 036) (83 256) Taxation (charge)/ credit (1 270) 174 Loss for the year from continuing operations (8 306) (83 082) Loss for the year attributable to ordinary shareholders (8 306) (83 082) Basic earnings per share (cents) (3.36) (34.02) Headline earnings per share (cents) (3.17) 5.20 Normalised earnings per share (cents) (1.62) 8.10 Diluted earnings per share (cents) (3.30) (33.31) Diluted headline earnings per share (3.11) 5.09 Reconciliation of earnings Loss after tax (8 306) (83 082) (Profit)/loss on disposal of assets (520) 125 Impairment of goodwill and specific intangibles Deferred tax reversed on impairment of intangibles 0 (2 833) Impairment of non current assets Headline earnings (7 828) Interest on deferred purchase consideration Amortisation of intangible assets Deferred taxation on amortisation of intangible assets (818) (1 177) Share based payments Deferred taxation on share based payments (233) (674) Straight lining of rentals Normalised earnings (4 028) Weighted average number of shares in issue Fully diluted number of shares in issue *Operating expenses includes impairment charges, depreciation, amortisation and is net of sundry income

3 Condensed statement of financial position at 28 February 2011 R ASSETS Non current assets Property, plant and equipment Intangible assets Goodwill Deferred taxation assets Loans receivable Current assets Inventories Trade and other receivables Taxation receivable Cash and cash equivalents Non current assets held for sale Total assets EQUITY AND LIABILITIES Shareholders equity Ordinary shareholders interest Stated capital (Share capital) Share based payment reserve Accumulated loss ( ) ( ) Foreign currency translation reserve (3 099) (3 099) Non current liabilities Borrowings Purchase consideration payable Deferred tax liabilities Current liabilities Trade and other payables Current portion of long term liabilities Taxation payable Bank overdrafts Short term loan Non current liabilities held for sale Total equity and liabilities NAV per share NTAV per share

4 Condensed consolidated statement of cash flows as at 28 February 2011 R Cash flows from operations Cash flows utilised in investing activities (16 098) (22 177) Cash flows from/(utilised in) financing activities (11 440) Increase/(decrease) in cash and cash equivalents (9 070) Cash at acquisition of subsidiary Cash and cash equivalents at beginning of the year (12 128) (3 058) Cash and cash equivalents at end of the year (10 361) (12 128) Condensed statement of changes in equity at 28 February 2011 R 000 Retained loss Foreign currency translation reserve Share premium Nondistributable reserves Share based payment reserve Share capital Total Balance at 28 February 2009 (38 039) (3 106) Issue of shares Share issue costs (5) (5) Deferred equity Engineered Linings vendor (9 917) (9 917) Odd lot share buyback (345) (345) Share based payment transactions Loss for the year (83 082) (83 082) Transfer of vested shares from share based payment reserve (1 966) Foreign translation reserve PSV Zambia 7 7 Balance at 28 February 2010 ( ) (3 099) Share based payment transactions Transfer of vested shares from share based payment reserve (2 240) Net loss for the year (8 306) (8 306) Balance at 28 February 2011 ( ) (3 099)

5 Segmental report at 28 February Pumps, Spares and Valves Engineering Linings and Industrial Supplies Specialised Services Shared Services Revenue Gross Profit Operating expenses Profit/(loss)before tax (54) (698) (17 461) (7 036) Depreciation/amortisation Capital expenditure Gross assets Gross liabilities Total Segmental report at 28 February Pumps, Spares and Valves Engineering Linings and Industrial Supplies Specialised Services Shared Services Revenue Gross Profit Operating expenses Profit/(loss)before tax (30 047) Depreciation/amortisation Capital expenditure Gross assets Gross liabilities *Comparative segmental analysis has been restated to be consistent with the current year. Total

6 BASIS OF PREPARATION The condensed consolidated financial statements have been prepared in accordance with the recognition and measurement criteria of International Financial Reporting Standards ( IFRS ), its interpretations adopted by the International Accounting Standards Board ( IASB ), IAS34 : Interim Financial Reporting, the AC500 standards as issued by the Accounting Practices Board or its successor, and in compliance with the Listing Requirements of the JSE Limited and the requirements of the South African Companies Act. The accounting policies followed are consistent with those used in the prior year and are in terms of IFRS. REPORT OF THE INDEPENDENT AUDITORS The provisional annual financial statements of PSV for the year ended 28 February 2011 have been reviewed by the company s independent auditor, KPMG Inc. In their review report dated 31 May 2011, which is available for inspection at the company s registered office, KPMG Inc. state that their review was conducted in accordance with the International Standards on Review Engagements 2410, Review of Interim Information Performed by the Independent Auditor of the Entity, which applies to a review of provisional financial information, and have issued an unmodified conclusion on the provisional annual financial statements with an emphasis of matter as follows: Without qualifying our review report we draw attention to the going concern note below which indicates that the Group incurred losses for the year ended 28 February 2011 and is in breach of its loan covenants with Investec Bank LTD ( Investec ). These conditions, along with other matters as set forth indicate the existence of a material uncertainty that may cast significant doubt on the ability of the company and its subsidiaries to continue as going concerns. COMMENTARY NATURE OF BUSINESS PSV is an industrial engineering holding company comprising three operating business segments: Pumps, Spares and Valves; Engineering Linings and General Industrial Supplies; and Specialised Services (including petrochemical and cryogenic activities). OPERATIONAL REVIEW The Group experienced its toughest financial year since inception. Gross margins decreased to 19,9% (2010: 24,2%) and EBITDA margins decreased to 3,0% (2010: 9,6%).The trading performance is attributable to poor economic trading conditions, our Mather + Platt subsidiary performing below expectation, as well as high shared services costs. As a result, the Group was also required to impair deferred tax assets in terms of IAS12: Income Taxes by R3,9 million further contributing to the year s results. The Group recently relocated to an industrial park in order to integrate all its subsidiaries into one location. The sale of the old head office property required an accounting impairment of the carrying value of the property and the underlying assets situated on the property by an additional R1 million. The integration will enable the Group to further streamline headcount and eliminate duplicated costs in all aspects of the business. This process has already commenced and operational costs have successfully started to reduce. In line with this strategy, the Group is investigating the possibility of divisionalising the business to further reduce administration and compliance costs. SEGMENTAL REVIEW The Pumps, Spares and Valves segment was again affected by poor market conditions. Segmental revenue decreased to R91 million (2010: R112 million) and segmental margins decreased to 21% (2010: 31%). Whilst Mather + Platt did not perform as expected, both APE Pumps and PSV Services managed to improve margins and maintain order books at historic levels. Mather + Platt has subsequently been restructured. Remedial action has included the replacement of senior management, the workshop being merged with PSV Services and APE Pumps and two thirds of the workforce being either retrenched or dismissed. With this restructuring, the company is expected to generate profits in the new financial year. The Engineering Linings and Industrial Supplies segment reflected a 34% increase in revenue to R180 million (2010: R135 million). Gross margins reduced to 20% (2010: 27%) in order to obtain higher turnover levels. Groupline Projects achieved its best financial year in its 21 year history as it took advantage of the surge in infrastructural spend by ESKOM. The Group s general industrial supply company, Omnirapid, continued to exhibit impressive growth as its after tax profits increased by over 177%. Engineered Linings managed to maintain historic turnover levels but was forced to decrease margins to remain competitive.

7 The Specialised Services segment also experienced a 14% reduction in turnover. The segment managed to increase gross margins by 27% to 19% (2010: 15%). Petrologic experienced problems in its production line, which resulted in a reduction in turnover, although it managed to increase its gross margin percentage. Petrologic has a new management team in place whose vision and determination to produce service excellence is already yielding excellent results and is transforming this company into a market leader. Cryoshield has integrated well into the Group. Cryoshield produced its best set of financial results in its history despite tough trading conditions. Rand Air and Gas, the Group s other cryogenic business, was negatively affected as the gas industry remained in deep recession. This company s turnover declined and gross margins also came under pressure. Management is confident that the market conditions will improve. FINANCIAL REVIEW Despite the second half of the year being exceptionally difficult, the Group was able to achieve an operational profit. Turnover for the year increased by 1,7% to R378,5 million (2010: R372,2 million) although the gross profit margin decreased to 19,9% (2010: 24,2%). Operational costs increased compared to the prior financial year. Most of the increase is attributable to shared services. Additional senior staff, inflationary increases in salary and overheads, the expensing of costs previously capitalised to investments and substantial costs relating to the restructuring of Mather + Platt are the primary reasons for the increase. The Group remains robust despite the economic downturn and continues to generate positive cash flows from operations. The Group s cash flow cycle and working capital ratios remained consistent with the previous year primarily attributable to effective working capital management procedures in place. The Group finished the year with a net overdraft of R10,4 million (2010: R12,1 million). The Group s HEPS is a loss of 3,2 cps (2010: profit of 5,2 cps). The decline is as a result of the tough trading conditions experienced during the year. However, the Group s EPS improved to a loss of 3,4 cps (2010: loss of 34 cps) A detailed assessment of the carrying value of the Group s goodwill was undertaken at year end. In terms of this assessment, the goodwill attributable to the Group s various cash generating units was in line with the values reflected in the Statement of Financial Position. In terms of the assessment, it was therefore decided not to impair the goodwill. It should be noted that the cost of running the Group s head office has not been apportioned to the cash generating units in assessing the carrying value of goodwill. GOING CONCERN The Group incurred a loss for the year ended 28 February 2011, amounting to R (2010: R ), after impairment charges, and at year end was unable to meet the terms and conditions of the loan covenants with its main banker Investec. The Group however had positive cash flows. Investec has indicated that it has no intention of reducing the Group s facilities at the present moment although it reserves its rights in this regard. Notwithstanding the aforementioned, management is currently in discussions with Investec regarding the facility. An update on these discussions will be communicated to shareholders on the release of the audited results. Initiatives taken by the directors during the year to restore the business to profitability include: Restructuring the business of the loss making subsidiary, Mather + Platt, to the extent that subsequent to year end the subsidiary is operating profitably with positive cash flows; Reduction of costs mainly through the retrenchment of certain senior members of management, rationalization of shared services and the centralization of several operations into a single industrial park: and Entering into negotiations with third parties, which are substantially complete, for the sale of certain subsidiaries, the proceeds of which are expected to enhance the capital base of the Group. In an attempt to further reduce costs management is considering the possibility of divisionalising the Group s subsidiaries on a phased basis. The Board is of the view that these initiatives should enable the group to improve its capital base and trade profitably. The Group is expected to be able to meet the terms and conditions of its loan covenants during the 2012 financial year. Accordingly the financial statements are prepared on the going concern basis. The Board is confident that the implementation of the above measures together with an improvement in trading conditions should be more than sufficient to ensure that the Group s current facilities are not changed by Investec. In the unlikely event

8 that Investec deem it necessary to change the terms of the above-mentioned facilities, there is a material uncertainty that may cast significant doubt on the ability of the company and its subsidiaries to continue as going concerns and be able to realise their assets and discharge their liabilities in the normal course of business. PROSPECTS The management of PSV expect the operating environment to remain difficult for the first half of the new financial year. Various factors suggest that the forthcoming year will reflect an improvement in the overall financial performance of the Group. These factors include inter alia the integration of the Group, the reduction in shared service costs, the further substantial restructuring of Mather + Platt and the finalisation of the Turbo Agency group of Companies ( Turbo ) acquisition into PSV. As with all Group companies, Turbo Agencies is characterized by strong management, a trading history in excess of 20 years and a strong profit track record. The horizontal and vertical integration possibilities are impressive. Turbo Agencies will enable the Group to establish a credible footprint in Africa and assist Group companies to market their products and services in new unchartered territories. Turbo Agencies was acquired for a purchase consideration of R24 million and will be funded through a combination of a 5 year interest bearing vendor loan and the issue of shares on achievement of stringent profit warranties. DIVIDENDS The Group will continue to retain and utilise cash generated to fund working capital requirements and potential acquisitions and as such, no dividends were declared or proposed. The board will review the dividend policy annually. COMPANY SECRETARY During the course of the year, the Group s company secretary Megan Saayman resigned and was temporarily replaced by Sheenagh Reynolds and the Financial Director Tony Dreisenstock. On 10 January 2011 PSV announced the appointment of Monika Pretorius as the company secretary of PSV Holdings with immediate effect. PSV wishes Monika well in this role. ANNUAL GENERAL MEETING The annual general meeting will be held at PSV Holdings Office Park, Corner Barbara and North Reef Roads, Elandsfontein, Johannesburg. Further details on the company s annual general meeting will be contained in PSV s annual report to be posted to shareholders on or about 5 August For and on behalf of the board AJD da Silva AR Dreisenstock Chief Executive Officer Financial Director 31 May 2011 DIRECTORSS Executive Directors: P Robinson* (Deputy Chairman), AJD da Silva (Chief Executive Officer), AR Dreisenstock (Financial Director), DJ Kelly*. Non-Executive Directors: CE Chimombe-Munyoro (Non-Executive Chairperson), E Dube (Alternate), MM Patel**, GS Nzalo** *British **Independent Non-Executive Directors Company secretary: M Pretorius REGISTERED OFFICE: PSV Holdings Office Park Corner Barbara and North Reef Roads Elandsfontein Johannesburg Postnet Suite 229, Private Bag X19, Gardenview, 2047 T (local): T (international): F: TRANSFER SECRETARIES: Computershare Investor Services (Pty) Limited, 70 Marshall Street, Johannesburg, South Africa, PO Box 61051, Marshalltown, South Africa, 2107 DESIGNATED ADVISER: Vunani Corporate Finance Maxx Corporate Communications