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Unaudited condensed consolidated results for the six months ended 31 August 2022

Published: 2022-11-24 08:05:57 ET
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                                         UNAUDITED CONDENSED
                                         CONSOLIDATED RESULTS
                                         FOR THE 6 MONTHS ENDED 31 AUGUST 2022

                                         STEFANUTTI STOCKS HOLDINGS LIMITED
                                         (“Stefanutti Stocks” or “the company” or “the group”)
                                         (Registration number 1996/003767/06)
                                         Share code: SSK ISIN: ZAE000123766


FINANCIAL RESULTS
                                                                                                       UNAUDITED                   RESTATED
                                                                                                       31 AUGUST                  31 AUGUST                         %
                                                                                                             2022                       2021                   CHANGE
Contract revenue – Continuing operations                           (R’000)                                2 870 570                 3 154 809                          (9)
Operating profit before investment income – Continuing operations  (R’000)                                   54 029                      8 930                        505
Loss for the period – Continuing operations                        (R’000)                                  (33 503)                  (97 909)                         66
Profit/(loss) for the period – Discontinued operations             (R’000)                                   42 752                   (90 566)                        147
Profit/(loss) for the period – Total operations                    (R’000)                                    9 249                  (188 475)                        105
Earnings per share – Total operations                               (cents)                                    5,53                    (112,69)                       105
Headline earnings per share – Total operations                      (cents)                                  (25,02)                     (67,12)                       63

BASIS OF PREPARATION AND ACCOUNTING POLICIES                                            KUSILE POWER PROJECT UPDATE
The unaudited condensed consolidated results for the period ended 31 August             As previously highlighted to shareholders in numerous announcements and
2022 (the period) have been prepared in accordance with framework concepts              updates since late 2018, the group continues to pursue a number of contractual
and the measurement and recognition requirements of International Financial             claims and compensation events on the Kusile power project.
Reporting Standards (IFRS), the SAICA Financial Reporting Guides, as
issued by the Accounting Practices Committee and the Financial Reporting                Since August 2021, the group has secured payment of a combined total of
Pronouncements issued by the Financial Reporting Standards Council. The report          R110 million for measured work and the Dispute Adjudication Board (“DAB”)
contains the information required by International Accounting Standard IAS 34:          rulings. Substantial variations are still being agreed with Eskom. The outcome
Interim Financial Reporting and is in compliance with the Listings Requirements         thereof will determine whether further certification will be secured for measured
of the JSE Limited and the requirements of the South African Companies                  works or whether the variations will be referred to the DAB.
Act 71 of 2008. The accounting policies as well as the methods of computation           Stefanutti Stocks and Eskom (“the parties”) have entered into an “Interim
used in the preparation of the results for the period ended 31 August 2022 are in       Arrangement for the Purposes of Agreeing or Determining the Contractor’s Claims
terms of IFRS and are consistent with those applied in the audited annual financial     and Facilitating the Dispute Resolution Process” in February 2020, for all delay
statements for the year ended 28 February 2022.                                         events up to the end of December 2019. This process involves the appointment
There is no significant difference between the carrying amounts of financial            of independent experts (“the experts”) to evaluate the causes, duration and
assets and liabilities and their fair values. The fair value measurement for land       quantification of delays.
and buildings are categorised as a level 3, based on the valuation method of
                                                                                        Further to the above, the parties and the DAB have signed a memorandum of
income capitalisation using unobservable inputs such as market capitalisation
                                                                                        understanding (“MOU”) as set out below:
rates and income/expenditure ratio. Plant and equipment and transport and motor
vehicles included within non-current assets held for sale have been categorised         • The DAB will issue decisions confirming entitlements, which entitlements the
as a Level 3 fair value based on significant unobservable inputs to the valuation         experts have agreed to, which will then be binding on the parties;
technique used. These assets are measured using the comparable sales method.            • The DAB will rely on the experts for the narrowing of the issues and information
This entails the use of quoted prices for identical or similar assets in the market.
                                                                                          to be considered in its assessments;
The results are presented in Rand, which is Stefanutti Stocks’ functional currency.
                                                                                        • The DAB will continue to make interim decisions on the narrowed issues and
The company’s directors are responsible for the preparation and fair presentation
of the results which have been compiled under the supervision of the Chief                information, in a progressive manner which will be binding on the parties;
Financial Officer, Y du Plessis, CA(SA).                                                • The DAB will issue such interim decisions for duration and quantification; and

RESTRUCTURING PLAN UPDATE                                                               • At the end of the process the DAB will issue a final binding decision in terms
                                                                                          of the contract with respect to duration and quantification, at which point either
The group hereby provides shareholders with an update on the Restructuring Plan
                                                                                          party may issue a notice of dissatisfaction and refer the dispute to arbitration.
as reported in the Consolidated Annual Financial Statements of Stefanutti Stocks
for the year ended 28 February 2022, issued on 27 June 2022 and the SENS                To date, the group has submitted the following provisional claims to the experts
announcements issued on 18 July 2022 and 25 October 2022.                               after taking into account all payments received to date on the project:
As previously reported, the Restructuring Plan has been approved by both the            1. an overarching preliminary and general cost claim of R337 million; and
company’s board of directors and the Lenders and envisages, inter alia:
                                                                                        2. a subcontractor overarching preliminary and general cost claim of R194 million.
• the sale of non-core assets;
• the sale of underutilised plant and equipment;                                        It is intended that the group will submit the remaining claims relating to construction
• the sale of identified operations;                                                    costs, commissioning costs and interest and finance costs to the experts by
                                                                                        December 2022. The experts will review all claims, draft agreements and narrow
• a favourable outcome from the processes relating to the contractual claims and
                                                                                        issues of difference for referral to the DAB for a decision as per the MOU.
  compensation events on certain projects; and
• evaluation of an optimal business model going forward and associated capital          The group envisages that the DAB will issue its final binding decision during the
  structure analysis including the potential of raising new equity.                     second quarter of 2023, noting that either party has the right to appeal as set
                                                                                        out above.
The group is currently in negotiations with the Lenders to extend the capital
repayment profile of the loan, as well as its duration to February 2024 due to          At this stage, the group’s claims team is unable to quantify the value of the potential
further delays, beyond the group’s control, in resolving contractual claims and         awards as the claims must follow due process. Therefore, these provisional claims
compensation events on certain projects, the slower than anticipated sale of            have not been recognised in the financial statements.
identified operations and the non-implementation of the Materials Handling and
Tailings Management sub-divisions transaction. The benefit of the extended              OVERVIEW OF RESULTS
restructuring period provides a greater degree of confidence in anticipated cash        A number of non-core assets, underutilised plant and equipment and identified
flows, which will ultimately result in a reduction of the previously stated residual    operations earmarked for sale have been reclassified in terms of IFRS 5:
loan balance of R420 million.                                                           Non-current Assets Held for Sale and Discontinued Operations. Current market
The loan bears interest at prime plus 5,4%, including arranging and facility fees,      conditions resulted in the delay of these disposals. The group remains committed
and is secured by special and general notarial bonds over movable assets,               to the sale processes as envisaged in the Restructuring Plan.
continuous covering mortgage bonds over immovable assets and various                    Contract revenue from continuing operations decreased to R2,9 billion (restated
cessions. The loan does not contain any financial covenants but rather imposes          Aug 2021: R3,2 billion) with an improved operating profit of R54 million (restated
certain information and general undertakings.                                           Aug 2021: R9 million). Excluding the restructuring costs and abnormal legal fees,
The Lenders continue to provide guarantee support for current and future projects       the operating profit would have been R82 million (Aug 2021: R84 million adjusted
being undertaken by the group.                                                          for restructuring costs, abnormal legal fees as well as fair value adjustments).
The purpose of the Restructuring Plan is to put in place an optimal capital structure   Earnings and headline earnings per share for total operations is 5,53 cents profit
and access to liquidity to position the group for long-term growth.                     per share (Aug 2021: 112,69 cents loss per share) and 25,02 cents loss per share
The Restructuring Plan is anticipated to be implemented over the financial years        (Aug 2021: 67,12 cents loss per share) respectively.
ending February 2023 and February 2024 and, to the extent required, shareholder
                                                                                        The group’s order book is currently R6,3 billion of which R1,6 billion arises from
approval will be sought for certain aspects of the Restructuring Plan. The group
will continue to update shareholders on the progress of the various aspects of the      work beyond South Africa’s borders.
Restructuring Plan.
                                                                                        Safety
The directors consider it appropriate that the group’s results for the period be        Management and staff remain committed to the group’s health and safety
prepared on the going-concern basis, taking into consideration:                         policies and procedures, and together strive to constantly improve the group’s
• the current order book;                                                               safety performance. The group’s Lost Time Injury Frequency Rate (LTIFR) at
• imminent project awards;                                                              August 2022 was 0,00 (Feb 2022: 0,03) and the Recordable Case Rate (RCR)
• continuing operations executing the group’s order book profitably;                    was 0,25 (Feb 2022: 0,28).
• the availability of short- and mid-term projects;
                                                                                        Broad-Based Black Economic Empowerment (B-BBEE)
• reaching a favourable outcome on contractual claims and compensation
                                                                                        The group is a level 1 B-BBEE contributor measured in terms of the Construction
  events on certain projects;
                                                                                        Sector scorecard with a Black Economic Interest score of 72,76%.
• a successful completion of current negotiations with the Lenders relating to the
  extension of the loan and capital repayments to February 2024;                        Industry related matters
• continued support from the Lenders; and                                               The group continues to be negatively affected through disruptive and unlawful
• successfully implementing the Restructuring Plan.                                     activities by certain communities and informal business forums in several areas
The funding provided by the Lenders has assisted with the group’s liquidity,            of South Africa.
even though total liabilities continue to exceed total assets at 31 August 2022.
The group believes it remains commercially solvent based on the cash flow               Dividend declaration
projections included in the Restructuring Plan. However, uncertainties surrounding      Notice is hereby given that no dividend will be declared (Aug 2021: Nil).
the contingent liabilities as stated in note 26 of the group’s Consolidated Annual
Financial Statements for the year ended 28 February 2022, continue to indicate          Subsequent events
that a material uncertainty exists that may cast doubt on the group’s ability to        Other than the matters noted herein, there were no other material reportable events
continue as a going concern in the short term.                                          which occurred between the reporting date and the date of this announcement.


Further information
These results have been compiled under the supervision of the Chief Financial Officer, Y du Plessis, CA(SA).
This announcement is an extract of the full unaudited condensed consolidated announcement. This extract has not been reviewed by the auditors. This extract, which
is the responsibility of the directors, does not contain full or complete details and any investment decision by investors and/or shareholders should be based on the
consideration of the full announcement, the webcast together with the investor presentation which is available on the company’s website at www.stefstocks.com.
The full announcement is available for inspection, at no charge at the registered office of the company and at the office of Bridge Capital Advisors (Pty) Ltd, during
normal business hours. Copies of the full announcement may also be requested by contacting the company secretary, William Somerville at w.somerville@mweb.co.za.
The full announcement is also available at https://senspdf.jse.co.za/documents/2022/jse/isse/ssk/FY2023H1.pdf

Published on 24 November 2022
Corporate advisor and sponsor
Bridge Capital Advisors Proprietary Limited
10 Eastwood Road, Dunkeld, 2196
(PO Box 651010, Benmore, 2010)

                                                                                                                                   www.stefanuttistocks.com