annual report 2009 - mazor · annual financial statements 13 shareholder analysis 46...
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Annual Report 2009
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STEELALUMINIUMCOMPASS GLASS
HIGHLIGHTS•Revenue 66.9%
•Operatingprofit17.9%
•NAVpershareto158.6cents
•Acquisitionssuccessfullybeddeddown
•Broadenedgeographicalfootprint
Company Profile 1Chairman and CEO’s Joint Report 2Directorate 6Corporate Information 7Corporate Governance 9Annual Financial Statements 13Shareholder Analysis 46Shareholders’ Diary 47
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THE EQUINOX
1MAZOR GROUP LIMITED • ANNUAL REPORT 2009
COMPANYPROFILEMazor comprises three divisions:
• Mazor Steel which designs, supplies and erects structural
steel frames;
• Mazor Aluminium which designs, manufactures and installs
aluminium structures such as doors, windows, shopfronts,
façades and balustrades for major blue-chip construction
groups; and
• Glass which distributes and manufactures laminated,
toughened safety glass and processed glass.
Notably Mazor Aluminium, capitalising on horizontal integration
opportunities in the group through recent acquisitions, leverages
product from the Glass division and is South Africa’s leading
specialist in the technique of glass façade cladding. Based in the
Western Cape, Mazor targeted growth markets in other regions
across the country, giving impetus to its strategy of geographical
expansion. Initial indications of trading in these new target
regions including Durban and Port Elizabeth are promising. Most
recently Mazor expanded the Glass division into Gauteng and
after initial efforts prospects look positive.
Mazor has to date contributed to many of the Western Cape’s
most prestigious construction projects including the 2010 Green
Point Stadium, the Cape Town International Airport expansion,
Convention Towers, the Westin Grand Hotel, the South African
Large Telescope (‘SALT’) and major shopping centres.
Mazor’s vision is simply tobe sure we have reason tobe proud.We are proud of our 28-year heritage that has seen the group
transition from a family business to a company successfully listed
first on AltX in 2007, and in 2008 on the Main Board of the JSE.
We are proud of our client base which is stable, loyal and
enduring. We are proud to service our clients because we are
confident of the quality of our service and product and we are
proud of our reputation that affirms this. We are proud of our
team, because their commitment and adherence to the highest
standards of quality and strictest standards of ethics mirrors the
values that are the bedrock of our culture since inception. We are
proud that so many stakeholders choose to continue
participating in the group and we are very proud to keep
delivering returns.
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CONVENTION TOWERS2
MAZOR GROUP LIMITED • ANNUAL REPORT 2009
IntroductionThe year under review saw Mazor maintain its growth trajectoryand continue to achieve a number of strategic milestones. Thegroup posted a strong performance with significant year-on-yeargrowth, all the more of an achievement in the tough economicenvironment. In July 2008 the company moved from AltX to theMain Board of the JSE underscoring our intention to compete withlike groups and to advance growth in the appropriate environment.In light of investor reaction to more risk-invested AltX shares in thecurrent weak markets, we believe the timing of the move hasproved beneficial for Mazor.
At the publication of interim results in November 2008 we spoke toour strategy of diversifying into related niche markets such asglass. To this end the acquisition of Compass Glass in July 2008complemented the smaller acquisition in March 2008 ofIndependent Glass. Integration of these acquisitions, andsuccessful expansion and roll-out as intended, has translated intoincreased market share in the high-growth glass sector especiallyin the Cape Peninsula.
Also in line with strategy Mazor continued to secure the morestable large-scale private sector projects such as high-risebuildings, hotels and similar major works, translating into solidoperating margins and profitability. With the group supplying majorconstruction blue-chips, we continued to benefit during the yearfrom the increasing use of steel and glass in construction in linewith their more ‘green’ and efficient results.
CHAIRMANAND CEO’SJOINT REPORT
MONTY KAPLAN RONNIE MAZOR
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3MAZOR GROUP LIMITED • ANNUAL REPORT 2009
The marketPrivate sector investment in infrastructure has been adversely
affected by the global financial crisis, with general uncertainty
delaying the start of contract implementation on a number of
major projects. However, on the upside the impact of the
worldwide credit crunch on stock markets has seen a growing
resurgence in reinvestment in property as an asset class, which
should boost development in the private commercial and
industrial sectors.
Further, Africa continues to pose promising growth prospects.
AcquisitionEffective 1 July 2008 Mazor acquired Compass Glass – a
distributor and manufacturer of laminated and toughened safety
glass and double-glazed units. The acquisition strategically
progressed our newly-established glass division to generate
bottom line growth for the group through high margin product
diversification. The maximum purchase consideration of
R50 million was payable in a combination of cash and shares.
Operational reviewMazor Steel and Mazor Aluminium
The core of our business, these two divisions delivered a robust
performance and benefited from the more efficient utilisation of
available capacity – in Steel through geographical expansion and
in Aluminium through securing larger-scale projects.
Glass division
A general trend in the industry to more façade-oriented
construction, using greater amounts of glass and glass cladding,
helped boost the division’s trading performance.
Compass Glass’ operations were successfully expanded across
the Cape Peninsula enabling Mazor to acquire substantial
market share. Available capacity was utilised in this way and
identified candidates were trained into the relevant roles.
During the year Independent Glass expanded into Gauteng.
After initial teething problems in the new operation the
appropriate personnel were brought in and the outlook has since
improved substantially. With Gauteng relatively less affected than
other regions by the challenging economy and with higher
growth rates projected in the province, prospects for this
operation are now looking promising.
To date the group has explored supply of only the architectural
and construction markets. In light of the strong growth forecasts
for glass Mazor now intends to access previously untapped
markets including the industrial, furniture and motor sectors.
While the motor industry has recently experienced a decline off
an exceptionally high base, this should plateau and then regain
momentum, making entry into the market at the bottom of the
cycle an attractive opportunity.
Key financial achievementsRevenue increased by 66.9% to R295.6 million from
R177.1 million for the previous year. Net profit grew 112% to
R63.6 million from R30 million, generating headline earnings per
share of 52.1 cents compared to the previous year’s HEPS of
28.5 cents. Mazor Steel and Mazor Aluminium both boosted
their contribution to group revenue and profitability, by 60.1%
and 72.5%, and 24.6% and 25.7%, respectively. As a start-up
with no comparative operations in the previous year, the Glass
division performed admirably to post revenue of R41.4 million.
The group achieved lower operating margins due to the start-up
of the glass businesses. These margins are expected to improve
in the coming year.
DividendIn light of Mazor’s performance and in accordance with strategy,
the board has declared a final dividend for the year of 17.5 cents
per share (2008: Nil). The dividend is subject to shareholder
approval at the upcoming Annual General Meeting. It is the
policy of the board to consider a dividend annually.
Share buy-backFollowing the repurchase as announced on 23 February 2009,
further repurchases were made during February 2009. Mazor
has repurchased a total of 11 760 226 ordinary shares, or 9.6%
of the issued share capital, for a total consideration of
R16.9 million. The shares were repurchased by a subsidiary of
the company and are being held as treasury stock. The decision
in this regard was based on a simple feasibility: returns
calculation in light of the current interest rate environment, and
was considered a strategic investment for the company.
BEETotal black shareholding in the group amounts to 14.7%, held by
BEE partner Cloudberry Investments. Mazor has been
independently assessed as a Level 6 contributor to BBBEE. A
strategic objective of the group is to address our BBBEE
platform to advance in all areas of the scorecard, including
ownership at group level and improvement of black
representation from junior management upwards.
ProspectsDespite a soft economic outlook for the country at the moment,
the board of Mazor is confident of another solid performance in
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4MAZOR GROUP LIMITED • ANNUAL REPORT 2009
the year ahead to February 2010. Based on the order book in
hand the first six months of the current financial year are
expected to be strong with outlook for the remainder of the year
slightly clouded by global economic uncertainty. However, it is
anticipated that the successive interest rate cuts in early 2009
should boost private sector spending, with new and delayed
projects expected to roll out around June 2010.
Glass is anticipated to contribute positively with significant
growth forecast over the next 36 months. Overall Mazor will
continue targeting high return-yielding projects.
Being cash flush we will consider applying our substantial cash
holdings to further acquisitions in the year ahead, either for
geographic expansion or additional product diversification. We
will continue looking at other markets outside our traditional field
of fabricating building exteriors. Energy remains an interesting
sector due to the design of buildings at present that is more
energy and therefore cost-efficient and advances in energy
optimisation. We intend to look cross-border too, specifically to
those African countries that represent a favourable risk:return
scenario.
We will maintain a strict overheads structure to mitigate against
a potential negative impact of the current downturn, and will
remain highly selective in the contracts we pursue to help
sustain operating margins. Our collections processes are well
honed as evidenced in our 27-year track record of no bad debts.
We will ensure that attention is continually paid to debtors’ days
in maintaining this record. Our efforts during the year to improve
efficiencies and plant and equipment have started to yield
benefit, and we will continue along this path in the year ahead
for smoother implementation of contracts and higher
productivity.
As a group we face the challenge of establishing a competent
and well-staffed middle management team to bolster existing
resources. Our efforts in this regard have already progressed
with the appointment of good candidates who are being trained
and upskilled. The skills shortage at this level industry-wide still
poses a challenge which we are working to overcome.
ThanksWe welcome to the group our new employees following the
acquisitions and expansion, and thank management and our
entire team for their hard work during the year. Thanks too to our
fellow directors for their advice and input, and importantly to our
customers and shareholders for their critical support.
Monty Kaplan Ronnie Mazor
Chairman CEO
15 May 2009
HARBOUR BRIDGE
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2010 GREENPOINT STADIUM
BMW, THE GATEWAY
MONTCLARE PLACEMONTCLARE PLACE
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6MAZOR GROUP LIMITED • ANNUAL REPORT 2009
DIRECTORATEMonty Kaplan (80) CA(SA)Chairman
Monty is a director of companies with many years’ experience and is currently serving
as a non-executive chairman of Wooltru Ltd, Trematon Capital Investments Ltd and
Ingenuity Property Investments Ltd and as a non-executive director of Afrimat Ltd.
He was previously the CEO of Cape of Good Hope Bank Limited and a director of the
SA Post Office Limited.
Ronnie Mazor (40) BSc Econ – UCTChief Executive Officer
Ronnie worked in the banking and finance industry as a technical analyst for Bank
Leumi in Israel analysing currencies, stocks and bonds. He joined Mazor Steel and
Mazor Aluminium in 1995 and has been instrumental in the Mazor Group’s growth.
Liat Mazor (33) BBSc (Finance) – UCT, CA(SA), CFAGroup Financial Director
Liat qualified as a chartered accountant having graduated from the University of
Cape Town in 1998. She joined Arthur Andersen in 1999 where she completed her
articles. In 2002, she joined Credit Suisse First Boston in London where she was a risk
analyst covering emerging markets’ fixed income derivatives. She joined the Mazor
Group in 2004.
Shlomo Mazor (67)Executive director
Shlomo co-founded Mazor Steel and Mazor Aluminium together with his wife Judy.
Shlomo brought to the business his technical expertise which were acquired over
23 years working as a boilermaker, welder and rigger in Israel. Shlomo has an in-depth
knowledge of the product and continues to ensure that quality is achieved throughout
the Mazor Group.
MONTY KAPLAN
RONNIE MAZOR
LIAT MAZOR
SHLOMO MAZOR
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7MAZOR GROUP LIMITED • ANNUAL REPORT 2009
SHERYL OZINSKY
ALLAN GROLL
ABU VARACHHIA
Sheryl Ozinsky (49) BSc Environmental Biology,Honours – Marine BiologyIndependent non-executive
Sheryl was employed for four years in the marketing department of the Waterfront Company
to help position the V&A Waterfront as South Africa’s premier visitor and retail destination.
In 1998 Sheryl became manager of Cape Town Tourism.
Sheryl currently runs her own consulting business. Her clients include the City of Cape Town,
Sustainable Energy Africa, and others.
Allan Groll (54)Independent non-executive
Allan is a Cape Town-based investor with a wide range of local property and business interests.
He was until recently a non-executive director of Spearhead Property Holdings Ltd, and held
directorships at other listed companies including Wescape Ltd and Furnco Ltd. Allan currently
serves as an executive director of Wooltru Ltd and Trematon Capital Investments Ltd and a
non-executive director of Ingenuity Property Investments Ltd.
Abu Varachhia (50) BSc Quantity Surveying – UCTNon-executive
Abu qualified as a quantity surveyor at the University of Cape Town. He has been a director of
LDM Quantity Surveyors since 1990. LDM has been involved with some of the largest and
most prestigious construction contracts in South Africa.
He currently also serves as a non-executive director of Ingenuity Property Investments Ltd and has
held numerous other special appointments throughout his career. These include, amongst others,
Vice-president of the South African Council for the Quantity Surveying Profession, Chairman of the
Black Technical and Allied Careers Organisation, Chairperson of the Built Environment Advisory
Committee for the 2004 Olympic Bid and non-executive director of Spearhead Property Holdings
Ltd.
CORPORATE INFORMATIONRegistered office8 Monza RoadKillarney Gardens, 7441(PO Box 60635, Table View, 7439)Telephone: +27 21 556 1555Date of incorporation: 26 June 2007
Registered auditorsMazars Moores Rowland27th Floor1 Thibault SquareCape Town, 8001(PO Box 2817, Cape Town, 8000)Telephone: +27 21 405 4000
Commercial bankerFirst National Bank Limited(Registration number 1929/001225/06)Corner Cumberland and Industry RoadsPaarden Eiland, 7405(PO Box 14, Paarden Eiland, 7420)Telephone: +27 21 511 7063
Company secretaryLiat Mazor CA(SA)8 Monza RoadKillarney Gardens7441(PO Box 60635, Tableview, 7439)Telephone: +27 21 556 1555
SponsorBridge Capital Advisors (Pty) Limited2nd Floor, 27 Fricker RoadIllovo BoulevardIllovo, 2196(PO Box 651010, Benmore, 2010)Telephone: +27 11 268 6231
AttorneysWebber Wentzel 10 Fricker RoadIllovo BoulevardIllovo, 2196(PO Box 61771, Marshalltown, 2107)Telephone: +27 11 530 5000
Transfer secretariesComputershare Investor Services (Pty) LimitedGround Floor, 70 Marshall StreetJohannesburg, 2001(PO Box 61051, Marshalltown, 2107)Telephone: +27 11 370 5000
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CONVENTION TOWERS
BOULEVARD PARK
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9MAZOR GROUP LIMITED • ANNUAL REPORT 2009
CORPORATE GOVERNANCEThe group is committed to sound corporate governanceprinciples and adheres to the Code of Corporate Practices andConduct (‘the Code’) set out in the King II Report. In doing so thedirectors seek to identify and mitigate significant risks, ensuringsustainable business practices underpinned by transparentcommunication with all stakeholders. The board continuallymonitors compliance with the Code through a formal checklist toensure ongoing improvement of operational and corporatepractices.
The boardIn line with King II recommendations the board comprises sevendirectors with a majority of non-executive directors (four), three ofwhom are independent. The board remains chaired byindependent non-executive Chairman Mr M Kaplan.
The responsibilities of the Chairman and CEO are strictlyseparated, echoed in the separation of duties of the remainingexecutive directors and non-executive directors, to ensure thatno director can exercise unfettered powers of decision-making.The Chairman provides leadership and guidance to the boardand encourages proper deliberation on all matters requiring theboard’s attention while obtaining input from other directors. TheCEO and other executive directors are responsible for devisingand overseeing strategy and operational decisions in respect ofthe day-to-day operations, which are implemented bymanagement. Non-executive directors contribute theirindependent and objective knowledge and experience to boarddeliberations. All non-executive directors are sufficiently qualifiedto contribute significant industry skill and expertise.
Non-executive directors have unfettered access to managementat any time. Directors further have access to the externalauditors. All directors are entitled, at the group’s expense, toseek independent professional advice on any matters pertainingto the group where they deem this to be necessary.
In accordance with the articles of association one-third ofdirectors retire each year by rotation. Their reappointment will besubject to shareholders’ approval at the Annual General Meeting.At the upcoming Annual General Meeting Ms L Mazor andMs SM Ozinsky will retire and being eligible, will stand forre-election. The executive directors have fixed-term servicecontracts. None of the non-executive directors has a servicecontract with the company.
The board is governed by a Board Charter detailing itscomposition, appointment, responsibilities and processes, aswell as the fiduciary duties and role of each director. The Chartertasks the board with:
• setting strategy; • monitoring succession planning; • determining investment policy; • reviewing performance against preapproved budgets;• developing a corporate code of conduct;• identifying key risk areas; and• reviewing processes and procedures to ensure the
effectiveness of internal systems of control.
Further duties set out in the Charter include ensuring:
• the application of good corporate governance principles;• internal control procedures protecting the company’s assets
and reputation are in place; and• adequate technology and systems are applied to run the
business effectively.
In terms of the Charter the board is required to regularly assessits own performance and effectiveness and that of the Chairmanand individual directors. Going forward the board intendsconducting an annual self-evaluation exercise as outlined in theCharter.
To assist the board in discharging its collective responsibilities,certain functions have been delegated to the audit andremuneration and nomination committees. It is the intention foreach committee to conduct an annual self-evaluation exercise asset out in the Charter and each committee’s charter.
In line with King II recommendations the board meets at leastfour times a year and ad-hoc meetings are convened whenrequired.
Details of directors’ attendance at board and committeemeetings during the year are set out below. The number inbrackets represents the total number of meetings:
Remuneration Audit & nomination
Board committee committeeDirectors meetings meetings meetings
M Kaplan**#~ (Chairman) 4(4) 3(3) 1(1)R Mazor (CEO) 4(4) 3(3)^ 1(1)^L Mazor (Financial Director) 4(4) 3(3)^ 1(1)^A Groll** 4(4) 3(3) 1(1)S Mazor 4(4)SM Ozinsky** 1(4) 1(3) 0(1)A Varachhia* 4(4)
# Audit committee chairman * Non-executive~ Remuneration and nomination ** Independent non-executive
committee chairman ^ Attended by invitation
Board processesCompany secretaryThe company secretary is responsible for updating the board onlegislative and/or regulatory developments on an ongoing basis.All directors have unrestricted access to the advice and servicesof the company secretary and to company records, information,documents and property.
Regulatory and legislative complianceThe company secretary liaises closely with the group’s sponsorto ensure the group complies with all applicable regulations andlegislation.
Share dealingsDirectors are required to declare their shareholdings, additionaldirectorships, potential conflicts of interest and any dealings insecurities of the company to the Chairman and the companysecretary, who together with the sponsor ensure that suchdealings are published on SENS.
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10MAZOR GROUP LIMITED • ANNUAL REPORT 2009
In addition, all directors and management with access tofinancial information and any other price-sensitive informationare prohibited from dealing in the shares of the company during‘closed periods’, as defined by the JSE. Directors andmanagement are notified by e-mail when the company isentering a ‘closed period’.
New appointmentsThe board together with the remuneration and nominationcommittee is responsible for identifying and nominating newdirectors. The appointment process is conducted in a formal andtransparent manner. In making new appointments, thecommittee and the board take into account the blend of skillsand experience, as well as social and business concerns such asbroad-based BEE.
At present the group has not instituted a formal inductionprogramme as no new appointments have been made sincelisting. Going forward the board will seek to implement a formalprocess where relevant which will include introductions to seniormanagement, site visits, providing copies of the latest interimfinancial results announcements and annual financial statementsand an overview of the company’s accounting systems.
Succession planningMazor continually seeks to identify suitable candidates within thegroup to train and mentor for succession to senior managementand the board.
Board committeesAll committees have satisfied their responsibilities during the yearin compliance with their charters.
The chairmen of the committees or another committee membernominated by them attend the company’s Annual GeneralMeeting.
Audit committeeThe audit committee is chaired by Mr M Kaplan and furthercomprises Mr A Groll and Ms SM Ozinsky. In line with therequirements of the recently enacted Corporate LawsAmendment Act all members of the committee are independentnon-executive directors.
The committee meets twice a year which the board deemsadequate for the proper execution of its functions. Specialmeetings are convened as required. (Attendance at meetings isset out on page 9.) Management and the external auditorsattend meetings by invitation.
The committee is responsible for reviewing and amending thegroup’s internal controls, risks management systems andcontrols, financial reporting and audit recommendations. Furtherthe committee is tasked with appointing and recommending theexternal auditor.
A formal audit committee charter is reviewed annually andincludes further duties such as:
• evaluating management’s accountability regarding thesecurity of computer systems and contingency plans in theevent of a systems breakdown;
• reviewing significant accounting and reporting issues;• reviewing the external auditor’s performance and audit scope;• determining the independence of the external auditor;• developing a formal risk management policy; and• reviewing systems in place to monitor the group’s regulatory
compliance.
In compliance with the Listings Requirements, the auditcommittee confirms that during the financial year ended, thegroup financial director, Ms L Mazor adequately performed herduties. The audit committee is satisfied that Ms L Mazorpossesses the required expertise and experience to adequatelyperform her duties.
Remuneration and nomination committeeThe committee is chaired by independent non-executiveChairman Mr M Kaplan and comprises further of independentnon-executive directors Mr A Groll and Ms SM Ozinsky. The CEOand Financial Director attend meetings by invitation and areexcluded from deliberations in respect of their ownremuneration. (Attendance at meetings is set out on page 9.)
The formal remuneration and nomination committee charter setsout the committee’s composition, duties and responsibilities. Interms of the charter the committee is responsible for determiningthe remuneration packages of executive directors and anycriteria necessary to measure their performance, reviewingannual bonuses as well as recommending allocations toexecutive directors and senior employees in terms of thecompany’s share scheme.
Remuneration philosophy Remuneration is benchmarked against industry norms and isperformance-related. The employee’s level of experience andqualifications are also taken into consideration when determiningremuneration.
Directors’ emoluments are set out in note 23 to the annualfinancial statements.
Accounting and auditingExternal auditThe external auditors are responsible for reporting on whetherthe annual financial statements are fairly presented incompliance with IFRS. The preparation of the annual financialstatements remains the responsibility of the directors.
The audit committee evaluates the independence andeffectiveness of the external auditors and considers whether anynon-audit services rendered by such auditors substantively impairtheir independence. If this is found to be the case, appropriatecorrective action will be taken in regard to those services.
Internal auditIn light of the size of the group, the board considers a dedicatedinternal audit function to be impractical at present. Internal auditresponsibilities are currently managed by the audit committeeand executive management. A formal function will be consideredwhen the size and nature of the group demands it.
Internal control and riskmanagementInternal controlThe board is responsible for the group’s systems of internalcontrol and risk management and is assisted in this regard by theaudit committee. These systems of internal control are designedto provide reasonable but not absolute assurance as to theintegrity and reliability of the annual financial statements, tosafeguard and maintain accountability of the group’s assets andto identify and minimise significant fraud, potential liability, loss
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11MAZOR GROUP LIMITED • ANNUAL REPORT 2009
and material misstatement while complying with applicablestatutory laws and regulations.
There are inherent limitations to the effectiveness of any systemof internal control, including the possibility of human error andthe circumvention or overriding of controls. The system istherefore designed to manage rather than eliminate risk of failureand opportunity risk.
Nothing has come to the attention of the board to indicate thatthere has been a material breakdown in the internal systems ofcontrol during the year.
Risk managementThe board together with the audit committee is responsible foroverseeing risk management activities and ensuring that therequisite risk management culture, policies, practices andsystems are implemented and functioning effectively.
StakeholdercommunicationThe group is committed to timely, consistent and transparentcommunication with all stakeholders. In doing so Mazor strivesto provide a balanced and understandable assessment of thegroup’s position.
In all manners of communication including financial reporting,formal announcements, media releases, annual meetings,presentation and dialogue with investors and analysts the groupseeks to be clear, open, prompt and balanced, communicatingin substance rather than form.
Company announcements are published on SENS and postedon the company’s website. Financial results announcements arealso posted to shareholders. Further, the CEO and FinancialDirector are available to answer queries from stakeholders,including industry analysts, at all times and wherever possibleengage with the financial media to ensure accurate reporting.
Going concernThe annual financial statements contained in this annual reporthave been prepared on a going concern basis as the directorshave every reason to believe that the company and the group haveadequate resources to continue in operation for the year ahead.
Code of ethics A formal Code of Ethics (‘the Code’) is in place which sets outstandards of integrity and ethics in dealings with suppliers,customers, business partners, stakeholders, government andsociety at large. Every employee is required to subscribe to theCode and strict adherence is a condition of employment. Mazoracknowledges that integrity in dealings with all stakeholders is aprerequisite of a sustainable business.
The Code further sets out the group’s commitment to avoidinguntruths, concealment or overstatement in all forms ofcommunication including advertising, financial reporting andinvestor relations. Outside of South Africa the Code requires the
group and all employees to respect the traditions and cultures ofeach country in which it operates.
Compliance with the Code is monitored and employees areencouraged to report any suspected contravention of the Codeor perceived unethical behaviour. The Financial Director is taskedwith initiating and supervising the investigation into reportedbreaches of the Code.
SustainabilityThe directors acknowledge sustainable transformation as abusiness imperative and ensure the group adheres to theDepartment of Trade and Industry’s BBBEE Codes of GoodPractice.
BBBEEDirect black shareholding in the group totals 14.7%, held byCloudberry Investments. Mazor has been independentlyassessed as a Level 6 contributor to BBBEE. The group intendsto broaden BEE participation at group level on identification of aviable opportunity in this regard.
Preferential procurementIn terms of discretionary spend the group seeks to secureproducts and services from black-owned and managedenterprises as far as is commercially viable.
Employment equityAs set out in the Code Mazor has a policy of equal opportunityand non-discrimination in employment ensuring nodiscrimination on the basis of race, gender or creed.
Skills development and trainingThe Code outline’s the group’s commitment to assistingemployees at all levels to develop relevant skills andcompetencies. Mazor aims to assist employees in achieving theirfull potential and in doing so endeavours to provide training for allstaff.
Safety, health and environmentMazor maintains a safe and healthy working environment byensuring strict compliance with the South African OccupationalHealth and Safety Act, 1993 (‘the Act’) and regulations. Thecommitment to providing a safe and healthy work environment isset out in the Code. Going forward Mazor will seek to developand implement a formal health and safety policy.
HIV/AIDS Mazor is concerned about HIV/AIDS in South Africa. The groupis currently developing a formal policy in this regard andassessing possible awareness programmes to be implementedin due course.
EnvironmentThe group is committed to the preservation and conservation ofthe environment as set out in the Code. In doing so it seeks toidentify means of limiting the use of finite resources andacknowledges its responsibility for land occupied by the group,waste management and usage of energy.
Corporate social investment (CSI)The Code outlines Mazor’s commitment to CSI. The group aimsto contribute to the economic well-being and socialdevelopment of the communities in which it operates through jobcreation and donations and educational and culturalcontributions.
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THE ONE & ONLY
THE ONE & ONLY
Directors’ Responsibility 13Company Secretary’s Report 13Independent Auditor’s Report 14Directors’ Report 15Group Balance Sheet 18Group Income Statement 19Group Cash Flow Statement 20Group Statement of Changes in Equity 20Group Notes to the Annual Financial Statements 21Company Balance Sheet 42Company Income Statement 42Company Cash Flow Statement 43Company Statement of Changes in Equity 43Company Notes to the Annual Financial Statements 44
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13MAZOR GROUP LIMITED • ANNUAL REPORT 2009
The directors are responsible for the preparation, integrity and
fair presentation of the financial statements of the group and the
company. The financial statements, presented on pages 15 to
45 have been prepared in accordance with International
Financial Reporting Standards (‘IFRS’) and the Companies Act in
South Africa, and include amounts based on judgements and
estimates made by management. The directors have also
prepared the other information included in the annual report and
are responsible for both its accuracy and its consistency with the
financial statements.
The directors acknowledge that they are ultimately responsible for
the system of internal financial control established by the group
and place considerable importance on maintaining a strong
control environment. To enable directors to meet these
responsibilities, the board sets standards for internal control aimed
at reducing the risk of error or loss in a cost-effective manner. The
standards include effective accounting procedures and adequate
segregation of duties to ensure an acceptable level of risk. These
controls are monitored throughout the group and all employees
are required to maintain the highest ethical standards in ensuring
the group’s business is conducted in a manner that in all
reasonable circumstances is above reproach. Whilst operating
risk cannot be fully eliminated, the group endeavours to minimise
I, Liat Mazor, company secretary of Mazor Group Limited, certify
that, to the best of my knowledge and belief, all returns required
of a public company have, in respect of the year ended
28 February 2009, been lodged with the Registrar of Companies
and that all such returns are true, correct and up to date.
L Mazor
Company Secretary
Cape Town
15 May 2009
it by ensuring that appropriate infrastructure, controls, systems
and ethical behaviour are applied and managed within
predetermined procedures and constraints.
The directors are of the opinion that the system of internal
control provides reasonable assurance that the financial records
may be relied on for the preparation of the financial statements.
However, any system of internal control can provide only
reasonable, and not absolute, assurance against material
misstatement or loss.
Approval of the group andcompany annual financialstatementsThe annual financial statements of the group and the company
for the year ended 28 February 2009, were approved by the
board of directors on 15 May 2009 and signed on its behalf by:
M Kaplan R Mazor
Chairman Chief Executive Officer
DIRECTORS’ RESPONSIBILITYFOR THE ANNUAL FINANCIAL STATEMENTS
COMPANY SECRETARY’SREPORT
BMW, THE GATEWAY
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14MAZOR GROUP LIMITED • ANNUAL REPORT 2009
14MAZOR GROUP LIMITED • ANNUAL REPORT 2009
We have audited the group annual financial statements and
annual financial statements of Mazor Group Limited, which
comprise the consolidated and separate balance sheets as at
28 February 2009, and the consolidated and separate income
statements, the consolidated and separate statements of
changes in equity and consolidated and separate cash flow
statements for the year then ended, and a summary of significant
accounting policies and other explanatory notes, and the
directors’ report, as set out on pages 15 to 45.
Directors’ responsibility forthe financial statements The company’s directors are responsible for the preparation and
fair presentation of these financial statements in accordance with
International Financial Reporting Standards, and in the manner
required by the Companies Act of South Africa. This
responsibility includes: designing, implementing and maintaining
internal control relevant to the preparation and fair presentation
of financial statements that are free from material misstatement,
whether due to fraud or error; selecting and applying appropriate
accounting policies; and making accounting estimates that are
reasonable in the circumstances.
Auditor’s responsibility Our responsibility is to express an opinion on these financial
statements based on our audit. We conducted our audit in
accordance with International Standards on Auditing. Those
standards require that we comply with ethical requirements and
plan and perform the audit to obtain reasonable assurance
whether the financial statements are free from material
misstatement.
An audit involves performing procedures to obtain audit
evidence about the amounts and disclosures in the financial
statements. The procedures selected depend on the auditor’s
judgement, including the assessment of the risks of material
misstatement of the financial statements, whether due to fraud
or error. In making those risk assessments, the auditor considers
internal control relevant to the entity’s preparation and fair
presentation of the financial statements in order to design audit
procedures that are appropriate in the circumstances, but not for
the purpose of expressing an opinion on the effectiveness of the
entity’s internal control. An audit also includes evaluating the
appropriateness of accounting policies used and the
reasonableness of accounting estimates made by management,
as well as evaluating the overall presentation of the financial
statements.
We believe that the audit evidence we have obtained is sufficient
and appropriate to provide a basis for our audit opinion.
Opinion In our opinion, these financial statements present fairly, in all
material respects, the consolidated and separate financial
position of Mazor Group Limited as at 28 February 2009, and its
consolidated and separate financial performance and
consolidated and separate cash flows for the year then ended in
accordance with International Financial Reporting Standards,
and in the manner required by the Companies Act of
South Africa.
Mazars Moores Rowland
Registered Auditor
Partner: Conrad Burger
Registered Auditor
Cape Town
15 May 2009
INDEPENDENT AUDITOR’SREPORTTO THE MEMBERS OF MAZOR GROUP LIMITED
THE EQUINOX
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15MAZOR GROUP LIMITED • ANNUAL REPORT 2009
The directors have pleasure in submitting their report and the
annual financial statements of the company and the group for
the year ended 28 February 2009.
Nature of businessThe company listed on the AltX Board of the JSE Limited (JSE) in
November 2007. On 14 July 2008, the company moved to the
‘Construction and Materials’ sector of the Main Board of the
JSE. The company is the holding company of a number of
subsidiary companies principally engaged in construction
activities and glass benefication in the Republic of South Africa.
Group resultsGross revenue increased by R118.5 million to R295.6 million
(2008: R177.1 million), generating an operating profit of
R74.8 million (2008: R63.4 million) which represents an increase
of R11.4 million over the previous year. Revenue and operating
profit were 54.8% and 18.2% higher respectively than forecast in
the prelisting prospectus. Headline earnings for the year
amounted to R63.6 million (2008: R30.2 million), an increase of
R33.4 million. Headline earnings increased by 18% over the
forecast in the prospectus. The consolidated income statement
is set out on page 19.
Interest in subsidiariesDetails of subsidiary companies are reflected on page 44.
With effect from 1 July 2008, the group acquired 100% of the
issued share capital of Compass Glass (Pty) Ltd. The results of
Compass Glass (Pty) Ltd have been consolidated from that date.
The aggregate net profits for the year of the subsidiaries of the
group amounted to R60.8 million. This includes a net loss
incurred by Early Glass (Pty) Ltd of R4.26 million for the year. No
losses were incurred by other subsidiaries in the current or prior
year.
The loss in Early Glass is predominantly due to the costs incurred
in establishing a presence and seizing market share in the glass
industry together with the costs of geographical expansion
through the opening of a new plant in Gauteng. Early Glass is
expected to be profitable in the year ahead.
Borrowing powersThe articles of association place no restriction on the directors’
borrowing powers.
Share capitalFull details of the authorised, issued and unissued share capital
of the company at 28 February 2009 are set out in note 22 to the
financial statements.
347 222 shares were issued to Mr SP Simons on 30 July 2008 at
R2.88 per share as part of the cost of the Compass Glass (Pty)
Ltd acquisition.
The unissued ordinary shares are under the control of the
directors, subject to the regulations of the JSE, until the next
Annual General Meeting. Shareholders, therefore, will be asked
to consider an ordinary resolution at this Annual General Meeting
placing under the control of the directors the unissued ordinary
shares.
Share incentive schemesMazor Group Limited has two share incentive schemes namely
the Mazor Group Limited Share Incentive Scheme and the Mazor
Group Limited BEE Share Incentive Scheme. Employees are
eligible to participate in the schemes only if and to the extent that
offers are made to them or options are granted to them.
No share options have been issued to date but offers have been
accepted for 372 875 shares. These shares can be released
from the scheme within one to four years.
Share incentive schemes are consolidated for the purposes of
the group annual financial statements.
AcquisitionsIn line with one of the group’s listing strategies of diversifying its
product range, the group acquired, through a subsidiary, Early
Glass (Pty) Ltd, the businesses of Independent Glass CC and
Independent Glass George CC with effect from 3 March 2008. In
June 2008, the operations of Early Glass were expanded with
the opening of a division in Gauteng.
In July 2008, in order to further expand Mazor’s newly-developed
glass division, the group acquired the entire issued share capital
of and the claims against Compass Glass (Pty) Ltd for a
maximum purchase consideration of R50 million payable in a
combination of cash and shares. The final purchase price paid
amounted to R35.6 million. The acquisition resulted in goodwill
amounting to R8.1 million. This figure is lower than the goodwill
figure as reflected in the interim results for the six months ended
31 August 2008 due to a contingent consideration on the
Compass Glass acquisition that did not materialise.
DIRECTORS’ REPORT
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16MAZOR GROUP LIMITED • ANNUAL REPORT 2009
16MAZOR GROUP LIMITED • ANNUAL REPORT 2009
Share repurchasesDuring the year, Mazor Aluminium (Pty) Ltd purchased
11 760 226 shares in the group for a purchase consideration of
R16.9 million. The shares comprising 9.6% of the issued share
capital of the group are being held as treasury stock.
Directorate and secretaryDetails concerning the company’s directors, secretary, business
and postal addresses are set out on pages 6 and 7.
The executive directors have concluded fixed-period service
contracts. The non-executive directors do not have service
agreements.
Directors retiring by rotation at the Annual General Meeting in
accordance with the articles of association of the company are
Ms L Mazor and Ms S Ozinsky. Both are eligible and offer
themselves for re-election.
The frequency of board meetings is determined by the board.
The board meets at least on a quarterly basis and also when
required to attend to specific business.
Directors’ shareholdingAt 28 February 2009, the present directors held a total of
67 601 303 ordinary shares.
2009 2008
Ordinary shares Direct Indirect Direct Indirect
M Kaplan 37 603 37 603
A Groll 2 639 469 2 639 469
A Varachhia 9 430 000 9 430 000
S Ozinsky 25 000 25 000
S Mazor 7 469 231 7 469 231
R Mazor 5 000 000 19 000 000 5 000 000 19 000 000
L Mazor 5 000 000 19 000 000 5 000 000 19 000 000
17 469 231 50 132 072 17 469 231 50 132 072
The shares are all held beneficially.
There has been no change in the interests of directors in share
capital since the year-end.
Directors’ remunerationDetails of directors’ remuneration are set out on pages 34 and 35.
Property, plant andequipmentFull details of the property, plant and equipment are reflected on
page 28.
Special resolutionsDuring the year under review the following special resolution was
passed and registered with the registrar:
1. Authorisation given to directors to approve and implement
the acquisition by the company (or by a subsidiary of the
company) of shares issued by the company by way of a
general authority.
Post-balance sheet eventsOn 15 May 2009, a dividend of 17.5 cents per share was
declared subject to shareholder approval at the upcoming
Annual General Meeting.
Subsequent to year-end, Mazor Aluminium (Pty) Ltd acquired
524 496 of the issued shares in Mazor Group Limited. The
company acquired a further 521 769 of its shares through a
share buy-back. The average price paid for the shares was
R1.23.
WESTIN GRAND
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17MAZOR GROUP LIMITED • ANNUAL REPORT 2009
Group AnnualFinancial Statements
CONVENTION TOWERS
THE EQUINOXBOULEVARD PARK
HARBOUR BRIDGECONVENTION TOWERS
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2009 2008Note(s) R R
AssetsNon-current assetsProperty, plant and equipment 2 53 976 358 10 359 399 Goodwill 3 8 141 200 – Deferred tax 10 2 295 585 –
64 413 143 10 359 399
Current assetsInventories 4 18 638 757 5 656 627 Construction contracts and receivables 5 39 684 115 23 547 784 Trade and other receivables 6 17 704 001 1 788 666 Cash and cash equivalents 7 110 707 407 130 281 677
186 734 280 161 274 754
Total assets 251 147 423 171 634 153
Equity and liabilitiesEquityShare capital 22 1 108 1 221 Share premium 22 65 724 599 81 786 100 Retained income 127 976 641 64 373 269
193 702 348 146 160 590
LiabilitiesNon-current liabilitiesOther financial liabilities 8 3 341 129 829 199 Deferred tax 10 945 075 775 515
4 286 204 1 604 714
Current liabilitiesOther financial liabilities 8 2 513 985 1 496 066 Current tax payable 18 484 453 10 430 377 Trade and other payables 9 32 160 433 11 942 406
53 158 871 23 868 849
Total liabilities 57 445 075 25 473 563
Total equity and liabilities 251 147 423 171 634 153
18MAZOR GROUP LIMITED • ANNUAL REPORT 2009
18MAZOR GROUP LIMITED • ANNUAL REPORT 2009
Group Balance Sheetat 28 February 2009
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19MAZOR GROUP LIMITED • ANNUAL REPORT 2009
19MAZOR GROUP LIMITED • ANNUAL REPORT 2009
Group Income Statementfor the year ended 28 February 2009
2009 2008Note(s) R R
Revenue 11 295 631 803 177 145 317 Cost of sales 12 (198 790 823) (106 180 890)
Gross profit 96 840 980 70 964 427 Other income 481 898 437 739 Operating expenses (22 484 933) (7 943 845)
Operating profit 13 74 837 945 63 458 321 Loss on non-current assets held-for-sale – (244 797)Share-based payment: BEE credentials 28 – (13 860 000)
Profit before investment revenue and finance costs 74 837 945 49 353 524 Investment revenue 15 14 164 901 6 472 469 Finance costs 16 (634 384) (376 062)
Profit before taxation 88 368 462 55 449 931 Taxation 17 (24 765 090) (25 457 357)
Net profit 63 603 372 29 992 574
Number of shares in issue 122 847 222 122 500 000Weighted average number of shares 122 144 601 106 164 384Earnings per share (cents) 25 52.1 28.3Diluted earnings per share (cents) 25 52.1 28.3
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20MAZOR GROUP LIMITED • ANNUAL REPORT 2009
20MAZOR GROUP LIMITED • ANNUAL REPORT 2009
Group Cash Flow Statementfor the year ended 28 February 2009
2009 2008Note(s) R R
Cash flows from operating activitiesCash generated from operations 18 54 669 871 50 350 918 Interest income 14 164 901 6 472 469 Finance costs (634 384) (376 062)Tax paid 19 (17 681 253) (25 051 002)Dividends paid – (60 000 000)
Net cash flow from operating activities 50 519 135 (28 603 677)
Cash flows from investing activitiesPurchase of property, plant and equipment 20 (23 901 442) (3 896 691)Proceeds on disposal of plant and equipment 834 538 145 486 Acquisition of subsidiaries 21 (32 690 806) – Acquisition of treasury shares (16 924 030) – Decrease in other financial assets – 48 812 059 Sale of non-current asset held-for-sale – 5 155 203
Net cash flow from investing activities (72 681 740) 50 216 057
Cash flows from financing activitiesProceeds on share issue 862 416 81 787 121 Increase/(Repayment) of other financial liabilities 1 725 919 (2 600 841)
Net cash flow from financing activities 2 588 335 79 186 280
(Decrease)/Increase in cash and cash equivalents for the year (19 574 270) 100 798 660 Cash and cash equivalents at beginning of year 130 281 677 29 483 017
Cash and cash equivalents at the end of the year 110 707 407 130 281 677
Group Statement of Changes in Equityfor the year ended 28 February 2009
Share Share Retained Total capital premium income equity
R R R R
Balance at 1 March 2007 200 – 80 520 695 80 520 895 Changes in equity Profit for the year 29 992 574 29 992 574 Issue of shares 1 221 88 448 779 88 450 000 Listing expenses (6 662 679) (6 662 679)Return of members’ contributions (200) (200)Dividend paid (60 000 000) (60 000 000)Share-based payment: BEE credentials 13 860 000 13 860 000
Balance at 1 March 2008 1 221 81 786 100 64 373 269 146 160 590
Changes in equityProfit for the year 63 603 372 63 603 372 Issue of shares 4 999 995 999 999 Listing expenses (137 583) (137 583)Treasury shares acquired (117) (16 923 913) (16 924 030)
Balance at 28 February 2009 1 108 65 724 599 127 976 641 193 702 348
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21MAZOR GROUP LIMITED • ANNUAL REPORT 2009
21MAZOR GROUP LIMITED • ANNUAL REPORT 2009
Notes to the Annual Financial Statementsfor the year ended 28 February 2009
1 Accounting policies
Presentation of annual financial statementsThe consolidated and company financial statements have
been prepared in accordance with International Financial
Reporting Standards (‘IFRS’), the interpretations adopted by
the International Accounting Standards Board (‘IASB’)
and the International Financial Reporting Interpretations
Committee (‘IFRIC’), and the Companies Act of
South Africa, 1973.
The financial statements have been prepared on the
historical cost basis except for specific financial assets
which are stated at fair value. Those categories to which the
fair value basis of accounting has been applied are indicated
in the individual accounting policy notes below.
The financial statements have been prepared on the going
concern basis and these accounting policies set out below
have been consistently applied throughout the group to all
the periods presented, unless otherwise stated.
Basis for consolidationThe consolidated financial statements incorporate the
financial statements of the holding company and its
subsidiaries. All financial results are consolidated with similar
items on a line-by-line basis.
Intergroup transactions and balances are eliminated on
consolidation.
Subsidiaries
Subsidiaries are entities in which the group has an interest of
more than half of the voting rights or the power to govern the
financial and operating policies relevant to the entity.
Subsidiaries are consolidated from the acquisition date until
the disposal date or any other date where there is a change
in shareholding or control such that the entity becomes or
ceases to be classified as a subsidiary.
The cost of an acquisition is measured as the fair value of
assets transferred, equity instruments issued and liabilities
incurred or assumed, plus any costs directly attributable at
the date of acquisition. The excess of the cost of the
acquisition over the fair value of the group’s share of net
identifiable assets is recorded as goodwill.
Special purpose entities
The group has established special purpose entities (‘SPEs’)
for the purpose of offering shares and share options to
employees of the group. The group does not have direct or
indirect ownership of these entities. A SPE is consolidated if,
based on an evaluation of substance of its relationship with
the group and the SPE’s risks and rewards, the group
concludes that it controls the SPE.
The SPEs which are controlled by the group have been
established under the terms that impose strict limitations on
the decision-making powers of the SPEs’ trustees and
management and that result in the group receiving the
majority of the benefits related to the SPEs’ operations and
net assets.
Statements and interpretationsAt the date of authorisation of these financial statements,
the following new and amended standards or interpretations
were in issue but not yet effective.
Accounting standard/interpretationIFRS 2: Share-based payments (effective date: financial
years commencing on or after 1 January 2009)
The amendment clarifies that vesting conditions are only
performance conditions or service conditions. All other
conditions are non-vesting conditions. Non-vesting
conditions are accounted for in the same manner as market
conditions. It further clarifies that if either party can choose
not to satisfy a non-vesting condition, then the arrangement
is treated as a cancellation upon non-fulfilment of that
condition.
IFRS 3: Business combinations (effective date: financial
years commencing on or after 1 July 2009)
The revised standard is a revision of the acquisition method
(previously called the ‘purchase method’). Specifically, it
deals with the steps that should be taken when applying the
acquisition method. It also deals with the measurement of
assets and liabilities acquired at the date of acquisition, and
the measurement of any non-controlling interest and
goodwill recognised.
IAS 1: Presentation of financial statements (effective date:
financial years commencing on or after 1 January 2009)
This amendment affects the presentation of owner changes
in equity and of comprehensive income and does not impact
on the recognition, measurement and disclosure of specific
transactions as required by any other IFRSs. An entity is
required to present a ‘statement of comprehensive income’,
which replaces the income statement. All non-owner
changes in equity may be presented in either one statement
of comprehensive income or two statements (i.e. an income
statement and a statement of comprehensive income).
The expected impact of the standard is an adjustment to the
titles used in some of the financial statement components.
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22MAZOR GROUP LIMITED • ANNUAL REPORT 2009
22MAZOR GROUP LIMITED • ANNUAL REPORT 2009
Notes to the Annual Financial Statementsfor the year ended 28 February 2009 continued
1 Accounting policies (continued)
IAS 10: Events after the reporting period (effective date:
financial years commencing on or after 1 January 2009)
The amendment clarified that if dividends are declared
(appropriately authorised and no longer at the discretion of
the entity) after the reporting period but before the financial
statements are authorised for issue, the dividends may not
be recognised as a liability as no obligation exists at the
reporting date, thus clarifying that in such cases a liability
cannot be raised even if there is a constructive obligation.
IAS 23: Borrowing costs (effective date: financial years
commencing on or after 1 January 2009)
The option to immediately expense borrowing costs has
been removed. The standard now requires an entity to
capitalise borrowing costs that are directly attributable to
the acquisition, construction or production of a qualifying
asset.
IAS 27: Consolidated and separate financial statements
(effective date: financial years commencing on or after
1 January 2009)
The amendment requires that investments in subsidiaries,
jointly controlled entities and associates accounted for in
accordance with IAS 39 (AC 133) Financial instruments:
Recognition and measurement in the parent’s separate
financial statements should continue to be measured in
accordance with IAS 39 (AC 133) when classified as held for
sale (or included in a disposal group classified as held for
sale), and not in accordance with IFRS 5 (AC 142) Non-
current Assets held for Sale and Discontinued Operations.
IAS 32: Financial instruments: Presentation (effective
date: financial years commencing on or after 1 January 2009)
The amendment permits the classification of certain financial
instruments as equity, which would ordinarily be classified as
financial liabilities, as long as certain requirements are met.
One of the requirements is that the instruments need to be
the most subordinate class of instruments.
IAS 39: Financial instruments: Recognition and
measurement (effective date: financial years commencing
on or after 1 January 2009)
IAS 39 (AC 133) prohibits the classification of financial
instruments into or out of the fair value through profit or loss
category after initial recognition. The amendments set out a
number of changes in circumstances that are not
considered to be reclassifications for this purpose.
The amendments have also removed references to the
designation of hedging instruments at the segment level.
IFRS 8: Operating segments (effective date: financial years
commencing on or after 1 January 2009)
The new standard requires a ‘management approach’,
under which segment information is presented on the same
basis as that used for internal reporting purposes.
IAS 36: Impairment of assets (effective date: financial
years commencing on or after 1 January 2009)
The amendment requires disclosures of estimates used to
determine the recoverable amount of cash-generating units
containing goodwill or intangible assets with indefinite useful
lives. Specifically, the following disclosures are required
when discounted cash flows are used to estimate fair value
less costs to sell:
• the period over which management has projected cash
flows;
• the growth rate used to extrapolate cash flow
projections; and
• the discount rate(s) applied to the cash flow projections.
IFRIC 15: Agreements for the construction of real
estates (effective date: financial years commencing on or
after 1 January 2009)
IFRIC 15 specifies whether an agreement for the
construction of real estate is within the scope of IAS 11
(AC 109) Construction contracts or IAS 18 (AC 111)
Revenue, and thus impacts the related recognition of
revenue.
The group expects to adopt the above standards and
interpretations for the first time from the effective date of the
standard or interpretation.
Except for IAS 1: Presentation of financial statements, it is
unlikely that the above standards and interpretations will
have a significant impact on the results of operations or the
financial position of the group.
Significant judgements and estimatesIn preparing the annual financial statements, management is
required to make estimates and assumptions that affect the
amounts represented in the annual financial statements and
related disclosures. Use of available information and the
application of judgements is inherent in the formation of
estimates. Actual results in the future could differ from these
estimates, which may be material to the annual financial
statements.
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23MAZOR GROUP LIMITED • ANNUAL REPORT 2009
23MAZOR GROUP LIMITED • ANNUAL REPORT 2009
Notes to the Annual Financial Statementsfor the year ended 28 February 2009 continued
Significant judgements include:
• Accounting for construction contracts
The group makes estimates and assumptions
concerning the future, particularly as regards the
calculation of the profitability of construction contracts.
The resulting accounting estimates can, by definition,
only approximate the actual results. Estimates and
judgements are continually evaluated and are based on
historical experience and other factors, including
expectations of future events that are believed to be
reasonable under the circumstances.
• Impairment of trade receivables
Estimates are based on management’s assessment of
the likelihood of collecting receivables outstanding for
longer than 120 days.
• Property, plant and equipment
Property, plant and equipment are depreciated on a
straight-line basis over its estimated useful life to residual
value. Residual values and useful lives are based on
management’s best estimates and actual future
outcomes may differ from these estimates.
• Loans and receivables
The group assesses its loans and receivables for
impairment at each balance sheet date. In determining
whether an impairment loss should be recorded in the
income statement, the group makes judgements as to
whether there is observable data indicating a measurable
decrease in the estimated future cash flows from the
financial asset.
Property, plant and equipmentProperty, plant and equipment is initially recognised at cost.
The cost of property, plant and equipment includes amounts
incurred initially to acquire or construct an item of property,
plant and equipment and amounts incurred subsequently to
add to or replace part of the asset. Replacement costs
include the cost of major inspections. If a replacement cost
is recognised in the carrying amount of an item of property,
plant and equipment, the carrying amount of the replaced
part is derecognised. Day-to-day servicing costs, such as
labour and consumables, are expensed in the income
statement.
Property, plant and equipment are subsequently measured
at cost less accumulated depreciation and any impairment
losses.
Depreciation is provided on all property, plant and
equipment to write down the cost amount, less residual
value, on a straight-line basis over their useful lives asfollows:
Item Useful lifePlant and equipment 2 to 20 yearsFurniture and fittings 3 to 5 yearsMotor vehicles 4 to 8 yearsCommunication equipment 2 yearsOffice and computer equipment 2 to 7 yearsComputer software 5 yearsTools 2 to 4 years
Where part of an item of property, plant and equipment issignificant in relation to the cost of the item, that part isdepreciated separately. The depreciation charge isrecognised as an expense in the income statement. Theresidual values, useful lives and depreciation methodsapplied to property, plant and equipment are reviewed, andadjusted if necessary, on an annual basis. These changesare accounted for as a change in estimate.
An item of property, plant and equipment is derecognisedupon disposal or when no economic benefit is expectedfrom its use or disposal. The gain or loss arising from thederecognition of an item of property, plant and equipment isincluded in the income statement and is calculated as thedifference between the net proceeds, if any and the carryingamount of the item at the date of derecognition.
Business combinations – goodwillThe initial accounting of a business combination on the dateof acquisition follows the purchase method of accounting.The purchase method of accounting involves allocating thecost of the business combination to the fair value of theassets acquired and liabilities and contingent liabilitiesassumed.
The cost of the business combination is the total of the fairvalues of all assets given, liabilities incurred and equityinstrument shares issued to acquire the business, includingdirectly attributable costs.
GoodwillGoodwill is initially measured at cost, being the excess of thebusiness combination over the company’s interest of the netfair value of the identifiable assets, liabilities and contingentliabilities. Subsequently, goodwill is measured at cost lessany accumulated impairment losses.
The excess of the company’s interest in the net fair value ofthe identifiable assets, liabilities and contingent liabilities overthe cost of the business combination is immediatelyrecognised in profit or loss.
Goodwill is reviewed for impairment annually, or morefrequently if events or changes in circumstances indicatethat the carrying amount may be impaired.
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24MAZOR GROUP LIMITED • ANNUAL REPORT 2009
24MAZOR GROUP LIMITED • ANNUAL REPORT 2009
Notes to the Annual Financial Statementsfor the year ended 28 February 2009 continued
1 Accounting policies (continued)
Financial instruments
Initial recognitionThe group classifies financial instruments, or theircomponent parts, on initial recognition as a financial asset, afinancial liability or an equity instrument in accordance withthe substance of the contractual arrangement. Financialassets and financial liabilities are recognised on the group’sbalance sheet when the group becomes party to thecontractual provisions of the instrument.
Trade receivablesTrade receivables are recognised and carried at originalinvoice amount less an allowance for any uncollectibleamounts. An allowance for estimated irrecoverable amountsis recognised in the income statement when there isobjective evidence that the asset is impaired.
Trade payablesTrade payables are recognised and carried at original invoiceamount less repayments.
Cash and cash equivalentsCash and cash equivalents comprise cash at bank and cashon hand and other short-term deposits with an originalmaturity of three months or less. Cash and cash equivalentsare short-term highly liquid investments that are readilyconvertible to a known amount of cash and are subject to aninsignificant risk of changes in value. These are initially andsubsequently recorded at fair value.
For purposes of the cash flow statement, cash and cashequivalents comprise cash and cash equivalents definedabove, net of outstanding bank overdrafts.
Other financial liabilitiesOther financial liabilities are initially measured at fair value,which is the cash consideration received less transactioncosts. Subsequently, borrowings are measured at amortisedcost using the effective interest rate method. The amortisedcost method results in the accrual of interest in each year byapplying the effective interest rate implicit to the outstandingbalance on the borrowings. Borrowings are reduced whenrepayment is made.
Other financial assetsThese financial assets are initially at fair value plus directtransaction costs.
At subsequent reporting dates these are measured atamortised cost using the effective interest rate method, lessany impairment loss recognised to reflect irrecoverableamounts.
Impairment lossesThe company assesses at each balance sheet date whetherthere is any indication that an asset may be impaired. If anysuch indication exists, the company estimates therecoverable amount of the asset.
If there is any indication that an asset may be impaired, therecoverable amount is estimated for the individual asset.The recoverable amount of an asset is the higher of its fairvalue less costs to sell and its value in use.
In assessing value in use, the estimated future cash flowsare discounted to their present value using a pre-taxdiscount rate that reflects current market assessment of thetime value of money and the risks specific to the asset. If therecoverable amount of an asset is less than its carryingamount, the carrying amount of the asset is reduced to itsrecoverable amount. That reduction is an impairment loss.
In general, an impairment loss of assets carried at cost lessany accumulated depreciation or amortisation is recognisedimmediately in the income statement. Any impairment lossof a revalued asset is treated as a revaluation decrease.
The company assesses at each balance sheet date whetherthere is any indication that an impairment loss recognised inprior periods for assets may no longer exist or may havedecreased. If any such indication exists, the recoverableamounts of those assets are estimated. The increasedcarrying amount of an asset attributable to a reversal of animpairment loss does not exceed the carrying amount thatwould have been determined had no impairment loss beenrecognised for the asset in prior years.
In general, a reversal of an impairment loss of assets carriedat cost less accumulated depreciation or amortisation otherthan goodwill is recognised immediately in the incomestatement. Any reversal of an impairment loss of a revaluedasset is treated as a revaluation increase.
LeasesLeases of assets where the company assumes substantiallyall the benefits and risks of ownership are classified asfinance leases. Leases of assets under which all the risksand benefits of ownership are effectively retained by thelessor are classified as operating leases.
Operating lease payments are recognised as an expense ona straight-line basis over the lease term. The differencebetween the amounts recognised as an expense and thecontractual payments are recognised as an operating leaseliability. This liability is not discounted.
TaxCurrent tax assets and liabilitiesCurrent tax for current and prior years is, to the extentunpaid, recognised as a tax payable in the balance sheet.
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25MAZOR GROUP LIMITED • ANNUAL REPORT 2009
25MAZOR GROUP LIMITED • ANNUAL REPORT 2009
Notes to the Annual Financial Statementsfor the year ended 28 February 2009 continued
If the amount already paid in respect of current and prioryears exceeds the amount due for those years, the excess isrecognised as a tax receivable in the balance sheet.
Current tax liabilities and current tax assets are measured atthe amount expected to be paid to (recovered from) the taxauthorities, using the tax rates and tax laws that have beenenacted or substantively enacted at the balance sheet date.
Deferred tax assets and liabilitiesA deferred tax liability is recognised for all taxable temporarydifferences, except to the extent that the deferred tax liabilityarises from the initial recognition of goodwill or the initialrecognition of an asset or liability in a transaction that at thetime of the transaction, affects neither accounting profit(accounting loss) nor taxable profit (tax loss).
A deferred tax asset is recognised for all unused tax lossesand deductible temporary differences to the extent that it isprobable that taxable profit will be available against whichthe unused tax losses and deductible temporary differencescan be utilised. A deferred tax asset is not recognised whenit arises from the initial recognition of an asset or liability in atransaction that at the time of the transaction, affects neitheraccounting profit (accounting loss) nor taxable profit (taxloss).
Deferred tax assets and liabilities are measured at the taxrates that are expected to apply to the year when the assetis realised or the liability is settled, based on tax rates (andtax laws) that have been enacted or substantively enacted atthe balance sheet date. The measurement of deferred taxassets and liabilities reflect the tax consequences that wouldfollow from the manner in which the group expects torecover or settle the carrying amounts of its assets andliabilities at the balance sheet date.
The carrying amount of deferred tax assets in the balancesheet are reviewed annually and reduced to the extent that itis no longer probable that sufficient taxable profits will beavailable to allow all or part of the asset to be recovered.
Deferred tax assets and liabilities are off-set for presentationin the balance sheet where the group has a legallyenforceable right to do so and the income taxes relate to thesame tax authority.
Tax expensesCurrent and deferred taxes are recognised as income or anexpense and included in the income statement. The currenttax payable is based on taxable profit. Taxable profit differsfrom profit reported in the income statement when there areitems of income or expense that are taxable or deductible inother years and it also excludes items that are never taxableor deductible under existing tax legislation.
Secondary taxation on companies (STC)STC is provided in respect of declared dividends, net ofdividends received or receivable, and is recognised as a partof the current taxation charge in the income statement in theyear the related dividend is declared.
InventoriesInventories are stated at the lower of cost and net realisablevalue. Cost is determined on a first in, first out basis andcomprises all the costs of purchase, costs of conversionand other costs incurred in bringing the inventories to theirpresent location and condition.
Net realisable value is the estimated selling price in theordinary course of business, less estimated costs ofcompleting and the estimated cost necessary to make thesale.
When inventories are sold, the carrying amounts of theseinventories are recognised as an expense in the year inwhich the related revenue is recognised.
Construction contracts and receivablesWhere the outcome of a construction contract can beestimated reliably, contract revenue and contract costs arerecognised by reference to the stage of completion at thebalance sheet date, as measured by costs incurred at thebalance sheet date compared to the estimated total costs ofthe contract.
Variations in contract work, claims and incentive paymentsare included to the extent that they have been agreed withthe customer.
When the outcome of a construction contract cannot beestimated reliably, contract revenue is recognised to theextent that contract costs incurred are recoverable.Contract costs are recognised as an expense in the year inwhich they are incurred.
When it is probable that the total contract costs will exceedtotal contract revenue, the expected loss is recognised asan expense immediately in the income statement.
Contract revenue comprises the initial amount of revenueagreed in the contract and variations in contract work,claims and incentive payments to the extent that it isprobable that they will result in revenue and they are capableof being reliably measured.
Contract costs comprise the costs that relate directly to thespecific contract, costs that are attributable to contractactivity in general and can be allocated to the contract andsuch other costs as are specifically chargeable to thecustomer under the terms of the contract.
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26MAZOR GROUP LIMITED • ANNUAL REPORT 2009
26MAZOR GROUP LIMITED • ANNUAL REPORT 2009
Notes to the Annual Financial Statementsfor the year ended 28 February 2009 continued
1 Accounting policies (continued)
Employee benefitsShort-term employee benefitsThe cost of short-term employee benefits, (those payablewithin 12 months after the service is rendered, such aswages, salaries, paid annual leave and sick leave, bonuses,and non-monetary benefits such as medical aid, cars andhousing), are recognised in the year in which the service isrendered and are not discounted.
The expected cost of accrued leave is recognised as anexpense as the employees render service that increase theirentitlement or, in the case of non-accumulating leave, whenthe absence occurs. Accrued leave is measured as theamount that the group expects to pay as a result of unusedentitlement that has accumulated to the employee at thebalance sheet date.
The expected cost of bonus payments is recognised as anexpense when there is a legal or constructive obligation tomake such payments as a result of past performance.
RevenueRevenue is recognised when it is probable that theeconomic benefits associated with the transaction will flowto the group and the amount can be measured reliably.
Revenue is measured at the fair value of the considerationreceived or receivable and represents the amountsreceivable for goods and services provided in the normalcourse of business, net of trade discounts and value addedtax.
Sale of goodsRevenue from the sale of goods is recognised when thegroup has transferred to the buyer the significant risks andrewards of ownership of the goods, the group retains neithercontinuing managerial involvement to the degree usuallyassociated with ownership nor effective control over thegoods sold, the amount of revenue can be measuredreliably, it is probable that the economic benefits associatedwith the transaction will flow to the group and the costsincurred or to be incurred in respect of the transaction canbe measured reliably.
Contract revenueRevenue from construction contracts is recognised inaccordance with the accounting policy for constructioncontracts and receivables.
Other incomeOther income earned by the group which is not included inrevenue, is recognised on the following basis:
– Interest income is recognised in the income statement,using the effective interest rate method.
Cost of salesWhen inventories are sold, the carrying amount of thoseinventories is recognised as an expense in the period inwhich the related revenue is recognised. The amount of anywrite-down of inventories to net realisable value and alllosses of inventories are recognised as an expense in theperiod the write-down or loss occurs. The amount of anyreversal of any write-down of inventories, arising from anincrease in net realisable value, is recognised as a reductionin the amount of inventories recognised as an expense in theperiod in which the reversal occurs.
The related cost of providing services recognised as revenuein the current period is included in cost of sales.
Contract costs comprise:
• costs that relate directly to the specific contract;
• costs that are attributable to contract activity in generaland can be allocated to the contract; and
• such other costs as are specifically chargeable to thecustomer under the terms of the contract.
Borrowing costsBorrowing costs arise on the borrowing of funds and arerecognised as an expense in the income statement, in thefinance costs line item, in the year in which they are incurred.
Translation of foreign currenciesThe functional currency of the group is South African Rands.
Foreign currency transactions are recorded, on initialrecognition, in Rands by applying to the foreign currencyamount the spot exchange rate between the Rand and theforeign currency at the date of the transaction. At eachbalance sheet date, foreign currency monetary assets andliabilities are translated using the spot exchange rate at thebalance sheet date (closing rate).
Foreign exchange gains and losses arising on the settlementof monetary items or on translating monetary items at ratesdifferent from those at which they were translated on initialrecognition during the year or in previous financialstatements are recognised in the income statement in theyear in which they arise.
Cash flows arising from transactions in a foreign currencyare recorded in Rands by applying to the foreign currencyamount the exchange rate between the Rand and theforeign currency at the date of the cash flow.
Share-based payment transactionsGoods or services received or acquired in a share-basedpayment transaction where the company settles theconsideration for those goods or services by issuing sharesor share options are classified as equity settled share-based
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27MAZOR GROUP LIMITED • ANNUAL REPORT 2009
27MAZOR GROUP LIMITED • ANNUAL REPORT 2009
Notes to the Annual Financial Statementsfor the year ended 28 February 2009 continued
payments. These include share-based paymenttransactions where employees receive remuneration forservices rendered to the company in the form of shares orshare options.
Shares and share options issued as part of a blackeconomic empowerment transaction are also included inthe classification of equity-settled share-based paymenttransactions.
Goods or services received or acquired in a share-basedpayment transaction are recognised when the goods or asthe services are received. A corresponding increase inequity is recognised if the goods or services were received inan equity-settled share-based payment.
When the goods or services received or acquired in a share-based payment transaction do not qualify for recognition asassets, they are recognised as expenses in the incomestatement. Transactions with employees is recognised as asalary cost in the income statement.
For equity-settled share-based payment transactions, thegoods or services received are measured, and thecorresponding increase in equity, directly, at the fair value ofthe goods or services received, unless that fair value cannotbe estimated reliably.
If the fair value of the goods or services received cannot beestimated reliably, their value and the correspondingincrease in equity, indirectly, are measured by reference tothe fair value of the equity instruments granted.
In black economic empowerment transactions, where thefair value of the shares or share options granted exceeds thefair value of the consideration received for those shares orshare options, the transaction is measured at the fair valueof the shares or share options issued. Any differencebetween this fair value and the fair value of the identifiablegoods or services received is recognised directly in theincome statement as an expense.
If the share-based payments vest immediately the servicesreceived are recognised in full. If the share-based paymentsgranted do not vest until the employee or counterpartycompletes a specified period of service or achieves aspecified performance condition, the company accounts forthose services as they are rendered by the employee orcounterparty during the vesting period on a straight-linebasis.
Share capitalAn equity instrument is any contract that evidences aresidual interest in the assets of any entity after deducting allof its liabilities.
As regards treasury shares, the share capital is reduced forthe par value of the shares reacquired and the sharepremium is utilised, so far as allowed by law, for anyadditional consideration paid to reacquire the company’sshares. Any further consideration paid for the reacquisitionof the company’s shares is recognised against the retainedearnings in the statement of changes in equity.
DistributionsDistributions declared by the group to holders of the group’sinterests are recognised in the statement of changes andequity. Distributions that have not been declared at thebalance sheet date are not accounted for in the current year.Such distributions are disclosed where the declarationoccurred after the balance sheet date, but before thesefinancial statements are approved for issue.
Segment reportingA reportable segment is a distinguishable business orgeographical component of the group that providesproducts or services that are different from those of othersegments. Segment results, assets and liabilities includeitems directly attributable to a segment, as well as those thatcan be allocated on a reasonable basis.
Business segments are defined according to the operationalactivities undertaken by each segment. Geographicalsegments are defined according to the geographical area inwhich each segment is located.
Inter-segment transfersSegment revenue, segment expenses and segment resultsinclude transfers between business segments and betweengeographical segments. Such transfers are accounted for atarm’s length prices. These transfers are eliminated onconsolidation.
Comparative figuresComparative figures are reclassified or restated wherenecessary, to afford a more meaningful comparison ofresults as set out in the affected notes to the financialstatements.
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28MAZOR GROUP LIMITED • ANNUAL REPORT 2009
28MAZOR GROUP LIMITED • ANNUAL REPORT 2009
Notes to the Annual Financial Statementsfor the year ended 28 February 2009 continued
2 Property, plant and equipment2009 2008
Accumulated Carrying Accumulated CarryingCost depreciation value Cost depreciation value
R R R R R R
Plant and equipment 46 435 069 3 518 209 42 916 860 7 045 746 1 555 189 5 490 557Furniture and fittings 815 282 275 385 539 897 289 336 181 873 107 463Motor vehicles 11 536 230 2 561 687 8 974 543 6 417 243 2 093 651 4 323 592Office and computer equipment 1 761 190 1 081 858 679 332 1 018 130 862 251 155 879Computer software 406 309 189 567 216 742 131 030 79 585 51 445Communication equipment – – – – – –Tools 1 014 920 507 653 507 267 563 695 333 232 230 463Leasehold improvements 148 466 6 749 141 717 – – –
Total 62 117 466 8 141 108 53 976 358 15 465 180 5 105 781 10 359 399
Reconciliation of property, plant and equipment – 2009Opening Acquisition balance of subsidiaries Additions Disposals Depreciation Total
R R R R R R
Plant and equipment 5 490 557 21 809 484 17 579 839 – (1 963 020) 42 916 860Furniture and fittings 107 463 292 943 233 003 – (93 512) 539 897Motor vehicles 4 323 592 1 700 065 4 985 564 (889 551) (1 145 127) 8 974 543Office and computer equipment 155 879 347 071 408 489 (1) (232 106) 679 332Computer software 51 445 192 219 83 060 – (109 982) 216 742Communication equipment – – – – –Tools 230 463 463 021 (1 633) (184 584) 507 267Leasehold improvements – – 148 466 – (6 749) 141 717
Total 10 359 399 24 341 782 23 901 442 (891 185) (3 735 080) 53 976 358
Reconciliation of property, plant and equipment – 2008Opening Acquisition balance of subsidiaries Additions Disposals Depreciation Total
R R R R R R
Plant and equipment 2 728 212 3 093 769 (1) (331 423) 5 490 557Furniture and fittings 119 907 33 121 – (45 565) 107 463Motor vehicles 4 667 542 541 117 (101 234) (783 833) 4 323 592Office and computer equipment 271 770 30 525 (3) (146 413) 155 879Computer software 80 793 1 800 – (31 148) 51 445Communication equipment 6 – (6) – –Tools 182 651 196 359 (4 695) (143 852) 230 463Leasehold improvements – – – – – –
Total 8 050 881 3 896 691 (105 939) (1 482 234) 10 359 399
Pledged as securityCarrying value for assets pledged as security for the financial liabilities described in note 8:
2009 2008R R
Motor vehicles 5 401 565 3 546 887Plant and equipment – 978 253
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29MAZOR GROUP LIMITED • ANNUAL REPORT 2009
29MAZOR GROUP LIMITED • ANNUAL REPORT 2009
Notes to the Annual Financial Statementsfor the year ended 28 February 2009 continued
2009 2008R R
3 GoodwillCost 8 141 200 –Accumulated impairment – –
Carrying value 8 141 200 –
The carrying value of goodwill is reconciled as follows:Carrying value at beginning of year – –Goodwill recognised on acquisitions (Refer Note 21) 8 141 200 –Goodwill impaired during the year – –
Carrying value at end of year 8 141 200 –
The directors have considered the impact of IFRS 3: Business combinations in relation tothe purchase price allocation. The impact of intangible assets included in goodwill wasinsignificant.
In the interim results for the six months ended August 2008, goodwill was reflected atR22.78 million. This amount was higher due to a contingent consideration on the CompassGlass (Pty) Ltd acquisition which did not materialise.
4 InventoriesRaw materials 14 087 575 5 656 627Work in progress* 265 286 –Finished goods* 4 285 896 –
18 638 757 5 656 627
* These amounts refer to the glass businesses only
5 Construction contracts and receivablesContract debtors 10 471 187 2 829 818Contract retentions 5 002 143 4 504 099Uncompleted contracts: amounts due by customers 24 210 785 16 213 867
39 684 115 23 547 784
Uncompleted contractsCosts incurred to date 177 615 466 83 661 761Profit recognised to date 97 611 270 54 466 175
275 226 736 138 127 936Work certified to date (251 015 951) (121 914 069)
Amounts due from customers 24 210 785 16 213 867
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30MAZOR GROUP LIMITED • ANNUAL REPORT 2009
30MAZOR GROUP LIMITED • ANNUAL REPORT 2009
Notes to the Annual Financial Statementsfor the year ended 28 February 2009 continued
2009 2008R R
6 Trade and other receivablesTrade receivables 15 884 260 –Impairment of trade receivables (466 441) –Prepayments and deposits 745 108 452 892Value added taxation 156 507 42 852Staff debtors 59 179 50 408Rebates and government grants 911 219 389 552Other receivables 414 169 852 962
17 704 001 1 788 666
The carrying values of these receivables approximate their fair values due to the short-termnature of the instruments.
The company’s maximum exposure to credit risk through trade receivables is R15 981 967(2008: R903 370). These receivables are however insured.
7 Cash and cash equivalentsCash on hand 5 026 2 000Bank balances 26 215 456 21 853 296Short-term deposits 84 486 925 108 426 381
110 707 407 130 281 677
8 Other financial liabilitiesHeld at amortised costWesbank 5 855 114 2 325 265A division of FirstRand Bank LimitedInstalment sale agreements bearing interest at rates of prime minus 1.5% (2008: primeminus 1.5%) per annum and repayable in monthly instalments of R255 250 (2008:R184 879). These liabilities are secured by motor vehicles, plant and equipment asdisclosed in note 2.
5 855 114 2 325 265
Non-current liabilitiesAt amortised cost 3 341 129 829 199Current liabilitiesAt amortised cost 2 513 985 1 496 066
5 855 114 2 325 265
The fair value of the instalment sale agreements approximate amortised cost as they bearinterest at market-related rates.
9 Trade and other payablesTrade payables 25 142 510 8 334 324Value added taxation 1 452 368 1 014 920Sundry payables 184 589 23 881Accrued leave pay 483 339 236 304Accrued bonus 354 833 358 377Other accruals 2 823 159 1 243 582Operating lease payables 1 719 635 731 018
32 160 433 11 942 406
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31MAZOR GROUP LIMITED • ANNUAL REPORT 2009
31MAZOR GROUP LIMITED • ANNUAL REPORT 2009
Notes to the Annual Financial Statementsfor the year ended 28 February 2009 continued
2009 2008R R
10 Deferred taxDeferred taxation assetsAsset at beginning of year – –Acquisition of subsidiaries 1 155 785 –Current year charge to the income statement 1 139 800 –
Asset at the end of the year 2 295 585 –
Arising from the following temporary differences:Capital allowances (906 792) –Provisions and accruals 150 490 –Rental accruals 165 667 –Tax losses 2 886 220 –
2 295 585 –
Deferred taxation liabilitiesLiability at beginning of year (775 515) (1 571 595)Current year charge to the income statement (169 560) 796 080
Liability at the end of the year (945 075) (775 515)
Arising from the following temporary differences:Capital allowances (1 430 812) (1 146 711)Provisions and accruals 182 150 166 511Rental accruals 315 832 204 685Prepayments (12 245) –
(945 075) (775 515)
11 RevenueContract revenue 252 852 913 176 058 135Sale of goods 38 714 459 –Trading interest income 4 064 431 1 087 182
295 631 803 177 145 317
12 Cost of salesCost of sales 194 886 794 104 821 073Trading interest paid 3 904 029 1 359 817
198 790 823 106 180 890
13 Operating profitOperating profit is arrived at after taking into account the following:Audit fees 450 000 65 211Loss/(profit) on disposal of property, plant and equipment 56 647 (39 547)Foreign exchange gain (428 683) (2 280)Depreciation– Plant and equipment 2 147 604 475 275– Motor vehicles 1 145 127 783 833– Office and computer equipment 435 601 223 126Staff costs (note 14) 51 986 849 33 775 737Operating lease rentals– Property 6 950 312 4 442 858– Equipment 54 987 6 994
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32MAZOR GROUP LIMITED • ANNUAL REPORT 2009
32MAZOR GROUP LIMITED • ANNUAL REPORT 2009
Notes to the Annual Financial Statementsfor the year ended 28 February 2009 continued
2009 2008R R
14 Staff costsWages and salaries 48 090 537 31 457 458Medical aid 455 566 193 592Provident fund – defined contribution fund 615 806 –Workmen’s compensation 544 206 442 388Skills development 316 225 186 125Other contributions 1 964 509 1 496 174
51 986 849 33 775 737
15 Investment revenueInterest revenueBank 14 161 950 6 466 124Loans 1 150 1 423Other 1 801 4 922
14 164 901 6 472 469
16 Finance costsBank 566 524 372 661Other 67 860 3 401
634 384 376 062
17 TaxationMajor components of the tax expenseCurrentLocal income tax – current year 25 735 329 19 903 938Local income tax – prior year – 349 499Secondary tax on companies – 6 000 000
25 735 329 26 253 437
DeferredOriginating and reversing temporary differences 710 221 (796 080)Tax losses (1 680 460) –
(970 239) (796 080)
24 765 090 25 457 357
Reconciliation of the tax expenseReconciliation between applicable tax rate and average effective tax rate.Applicable tax rate 28.00% 29.00%Disallowable charges 0.02% (1.79%)Share-based payment – 7.25%Prior year underprovision – 0.63%Secondary tax on companies – 10.82%
Effective tax rate 28.02% 45.91%
Estimated tax losses available for set-off against future taxable income 10 307 928 –Potential tax relief at current taxation rates 2 886 220 –
The income tax rate of 29% in 2008 was reduced to 28% in 2009.
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33MAZOR GROUP LIMITED • ANNUAL REPORT 2009
33MAZOR GROUP LIMITED • ANNUAL REPORT 2009
Notes to the Annual Financial Statementsfor the year ended 28 February 2009 continued
2009 2008R R
18 Cash generated from operationsProfit before taxation 88 368 462 55 449 931Adjustments for:Depreciation 3 735 080 1 482 234Loss/(Profit) on sale of assets 56 647 (39 547)Loss on sale of non-current assets and disposal groups – 244 797Interest received (14 164 901) (6 472 469)Finance costs 634 384 376 062Share-based payment: BEE credentials – 13 860 000Changes in working capital:Increase in inventories (7 287 119) (4 030 098)Increase in trade and other receivables (8 814 875) (1 199 072)Increase in construction contracts and receivables (16 136 331) (9 217 817)Increase/(Decrease) in trade and other payables 8 278 524 (103 103)
54 669 871 50 350 918
19 Tax paidBalance at beginning of the year (10 430 377) (9 227 942)Current tax for the year recognised in the income statement (25 735 329) (26 253 437)Balance at end of the year 18 484 453 10 430 377
(17 681 253) (25 051 002)
20 Investment in plant and equipment– To maintain operations 1 901 405 975 582– To expand operations 22 000 037 2 921 109
23 901 442 3 896 691
21 AcquisitionsCompass Glass (Pty) LtdOn 1 July 2008, the group acquired 100% interest in Compass Glass (Pty) Ltd. Thecompany contributed revenue of R20.76 million and attributable profit of R1.34 millionduring the period.
The fair value of the assets and liabilities at the acquisition date were as follows:Property, plant and equipment 24 341 782Inventory 5 695 011Trade and other receivables 7 100 460Long-term financial liabilities (31 858 086)Trade and other payables (11 939 503)Taxation and deferred taxation 1 155 785Cash and cash equivalents 2 989 336
(2 515 215)Goodwill 8 072 651
Purchase price 5 557 436
Claims acquired 30 054 157
Total purchase consideration 35 611 593
Early Glass (Pty) LtdGoodwill 68 549
Purchase price 68 549
Cash flow on acquisitionsAcquisition of businesses 35 680 142Cash acquired (2 989 336)
32 690 806
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34MAZOR GROUP LIMITED • ANNUAL REPORT 2009
34MAZOR GROUP LIMITED • ANNUAL REPORT 2009
Notes to the Annual Financial Statementsfor the year ended 28 February 2009 continued
2009 2008R R
22 Share capitalAuthorised500 000 000 ordinary shares of 0.00001 cent each 5 000 5 000Issued
1 108 1 221
122 847 222 (2008: 122 500 000) fully paid up ordinary shares of 0.00001 cent each 1 229 1 225Treasury shares (121) (4)
Share premium (net of share issue expenses) 65 724 599 81 786 100
65 725 707 81 787 321
During the year, 347 222 shares with a fair value of R1 million were issued to Mr SP Simons.The shares were issued based on the 30-day volume-weighted average price on 30 June 2008.The issue was part of the settlement of the acquisition consideration of Compass Glass (Pty) Ltd. Mr Simons is the managing director of Compass Glass (Pty) Ltd and held 10% ofthe issued share capital of Compass Glass (Pty) Ltd prior to the acquisition.
The directors are authorised, until the forthcoming Annual General Meeting, to issue theunissued shares for any purpose and upon such terms and conditions as they see fit.
Less than 1% of the issued share capital of the group has been issued to employees interms of the share incentive schemes.
372 875 ordinary shares will be taken up by the employees in the next one to four years atR4.00 a share in terms of the Mazor Group Limited Share Incentive Scheme and the MazorGroup Limited BEE Share Incentive Scheme.
The share premium is stated after eliminating the treasury shares. This had the effect ofreducing share premium by R18 473 909 (2008: R1 549 996).
23 Directors’ emolumentsNon-executive directorsPaid by the holding company– Directors’ fees 300 000 65 000Executive directorsPaid by subsidiaries– Salaries 3 122 713 2 493 540– Bonus 262 160 199 920– Medical 83 950 42 434– Other benefits 467 371 436 423
4 236 194 3 237 317
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35MAZOR GROUP LIMITED • ANNUAL REPORT 2009
35MAZOR GROUP LIMITED • ANNUAL REPORT 2009
Notes to the Annual Financial Statementsfor the year ended 28 February 2009 continued
23 Directors’ emoluments (continued)2009
Other fees/ TotalSalaries Bonus Medical benefits emoluments
R R R R R
DirectorExecutiveR Mazor 1 618 963 139 910 59 839 182 301 2 001 013L Mazor 972 000 84 000 24 111 110 008 1 190 119S Mazor 531 750 38 250 175 062 745 062
3 122 713 262 160 83 950 467 371 3 936 194
Non-executiveM Kaplan 125 000 125 000A Groll 90 000 90 000A Varachhia 60 000 60 000S Ozinsky 25 000 25 000
– – – 300 000 300 000
Total 3 122 713 262 160 83 950 767 371 4 236 194
2008Other fees/ Total
Salaries Bonus Medical benefits emoluments
DirectorExecutiveR Mazor 1 250 040 124 920 26 708 164 906 1 566 574L Mazor 715 500 75 000 15 726 102 150 908 376S Mazor 528 000 169 367 697 367
2 493 540 199 920 42 434 436 423 3 172 317
Non-executiveM Kaplan 20 000 20 000A Groll 15 000 15 000A Varachhia 15 000 15 000S Ozinsky 15 000 15 000
– – – 65 000 65 000
Total 2 493 540 199 920 42 434 501 423 3 237 317
Executive directors have concluded fixed-period service agreements between one to three years.
Executive directors do not receive directors’ fees.
Non-executive directors do not have service contracts with group companies.
2009 2008R R
24 Commitments under operating leasesCommitmentsThe minimum lease rentals to be paid under non-cancellable leases at 28 February 2009 are:Buildings:– Payable within 1 year 7 564 078 4 045 906– Payable in 2 to 5 years 21 929 892 14 456 543– Payable thereafter – –
Lease terms are between three to five years with three to five-year renewal options and escalation rates of 9% – 10% per annum.No contingent rent is payable.
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36MAZOR GROUP LIMITED • ANNUAL REPORT 2009
36MAZOR GROUP LIMITED • ANNUAL REPORT 2009
Notes to the Annual Financial Statementsfor the year ended 28 February 2009 continued
2009 2008R R
25 Earnings per shareEarnings per share is calculated by dividing earnings by the weighted average number ofshares in issue.
Appropriate adjustments are made in calculating headline earnings per share.
Shares in issue 122 847 222 122 500 000Weighted average number of shares 122 144 601 106 164 384
Weighted average number of sharesShares in issue at the beginning of the period 122 500 000 100 000 000Shares issued on listing – 6 164 384Shares issued to SP Simons 201 674 –
122 701 674 106 164 384Less: Treasury shares under the control of the directors (557 073) –
Weighted average number of shares 122 144 601 106 164 384
Reconciliation between earnings and headline earnings:Earnings attributable to ordinary shareholders 63 603 372 29 992 574Adjusted for:(Profit)/Loss on disposal of property, plant and equipment 56 647 (39 547)Tax effect thereof (15 861) 11 469Loss on non-current assets held for sale – 244 797Tax effect thereof – 8 004Fair value adjustment of investment property – –
Headline earnings 63 644 158 30 217 297
Reconciliation between headline earnings and core headline earnings:Headline earnings 63 644 158 30 217 297Adjusted for:Share-based payments: BEE credentials – 13 860 000Non-recurring item* – 6 000 000
Core headline earnings 63 644 158 50 077 297
Earnings per share (cents) 52.1 28.3Diluted earnings per share (cents) 52.1 28.3Headline earnings per share (cents) 52.1 28.5Core headline earnings per share (cents) 52.1 47.2
* Dividend tax in respect of group restructure
26 Related partiesDuring the year, group companies, in the ordinary course of business, entered into variousintergroup purchase and sale transactions.
These transactions are no less favourable than those arranged with third parties.
Transactions and balances between the group companies have been eliminated onconsolidation and are not disclosed.
Details of transactions and balances with other related parties are as set out below:
Nature of relationship Nature of transactionEntities with common directors/shareholders/beneficiariesThe Li-Ron Trust Rent paid 3 091 981 2 836 680Ron-li (Pty) Ltd Rent paid 953 924 875 160
Details of directors’ remuneration are disclosed under note 23.
Other material transactions with directorsMs L Mazor and Mr R Mazor each held a 45% indirect shareholding in the share capital ofCompass Glass (Pty) Ltd which was acquired by the group in July 2008.
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37MAZOR GROUP LIMITED • ANNUAL REPORT 2009
37MAZOR GROUP LIMITED • ANNUAL REPORT 2009
Notes to the Annual Financial Statementsfor the year ended 28 February 2009 continued
27 Financial risk managementThe group has exposure to the following risks from its use of financial instruments:– liquidity risk;– credit risk; and– market risk.
The group’s overall risk management programme focuses on the unpredictability of financial markets and seeks to minimisepotential adverse effects on the company’s financial performance. This note presents information about the group’s exposure toeach of the above risks, the group’s objectives, policies and processes for measuring and managing risk, and the group’smanagement of capital. Further quantitative disclosures are included throughout these consolidated financial statements.
The board of directors has overall responsibility for the establishment and oversight of the group’s risk management framework.The board has established the audit and risk committee, which is responsible for developing and monitoring the group’s riskmanagement policies. The committee reports regularly to the board of directors on its activities.
Liquidity riskPrudent liquidity risk management implies maintaining sufficient cash and marketable securities, the availability of funding throughan adequate amount of committed credit facilities and the ability to close out market positions.
The group’s risk to liquidity is a result of the funds available to cover future commitments. The group manages liquidity risk throughan ongoing review of future commitments and credit facilities. The group has maintained a cash positive position for many years.
The following table analyses the group’s financial liabilities into relevant maturity groupings based on the remaining period at thebalance sheet to the contractual maturity date. The amounts disclosed in the table are the contractual undiscounted cash flows.Balances due within 12 months equal their carrying balances as the impact of discounting is not significant.
<1 year 2 – 5 years >5 years Total
At 28 February 2009Trade and other payables 28 988 429 – – 28 988 429Interest-bearing loans 3 047 138 3 658 216 – 6 705 355
32 035 567 3 658 216 – 35 693 784
At 29 February 2008Trade and other payables 10 196 468 – – 10 196 468Interest-bearing loans 1 560 334 987 980 – 2 548 315
11 756 802 987 980 – 12 744 783
Credit riskCredit risk is the risk of financial loss to the group if a customer or counterparty to a financial instrument fails to meet itscontractual obligations, and arises principally from the group’s receivables from customers.
Potential credit risk comprises construction contracts, trade and other receivables and cash deposits.
Contract and trade receivables comprise a spread customer base. Management evaluates credit risk relating to customers onan ongoing basis.
When undertaking a new contract, the group evaluates both the contractor and the ultimate client. Most of the group’s customerbase consists of contractors with whom the group has been transacting for over five years. The group only transacts withcontractors who are well established in the marketplace and with ultimate clients who the group has confirmed throughcomprehensive credit checks have the financial means to meet their financial obligations.
All trade debtors are subjected to stringent credit and background checks before opening an account in order to determine thepotential customer’s credit quality and credit limits. Insurance cover is obtained for all new accounts opened above apredetermined limit set by management.
Credit quality of contract and trade receivables:2009 2008
Carrying Impairment Carrying Impairmentvalue provision value provision
Not past due 0 – 30 days 14 808 961 2 651 372Not past due 31 – 60 days 3 355 555 178 446Past due 61 – 120 days 4 128 893 –Past due > 120 days 4 062 038 (466 441) – –
26 355 447 (466 441) 2 829 818 –
Contract and trade receivables as a percentage of revenue (%) 8.76
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38MAZOR GROUP LIMITED • ANNUAL REPORT 2009
38MAZOR GROUP LIMITED • ANNUAL REPORT 2009
Notes to the Annual Financial Statementsfor the year ended 28 February 2009 continued
27 Financial risk management (continued)Market riskMarket risk is the risk that changes in market prices, such as interest rates, and supply ability and prices will affect the group’sincome. The objective of market risk management is to manage and control market risk exposures within acceptable parameters,while optimising the return on risk.
The group is exposed to market risk through its purchasing of goods in order to complete contracts in line with specifications.The group’s risk comprises price fluctuations and supply shortages. The group manages this risk by maintaining goodrelationships with its suppliers and constantly monitoring the changing environment and adjusting procurement levels accordingly.
The group is exposed to interest rate risk through its commitment to instalment sale agreements and other financial liabilities.The group manages its exposure through keeping favourable bank and short-term deposit balances which serve to hedgeagainst future exposure.
Sensitivity analysisPotential interest rate risk is presented by way of sensitivity analysis demonstrating the effects of movements in market interestrates. A movement of 150 basis points in the prime lending rate at 28 February 2009 would have had the following effects onprofitability for the year:
Interest rate riskAmount exposed to risk +150 basis points -150 basis points
Financial assetsCash and cash equivalents 110 707 407 1 660 611 (1 660 611)
Impact of financial assets on:– profit before taxation 1 660 611 (1 660 611)– profit after taxation 1 195 640 (1 195 640)
Financial liabilitiesInstalment sale agreements 5 855 114 (87 827) 87 827
Impact of financial liabilities on:– profit before taxation (87 827) 87 827– profit after taxation (63 235) 63 235
Overall impact on profit after tax 1 132 405 (1 132 405)
Fair valuesThe fair values of financial assets and liabilities, together with the carrying amounts shown in the balance sheet, are as reflectedin the notes to the financial statements.
The accounting policies summarise the significant methods and assumptions used in estimating the fair values of financialinstruments.
2009 2008R R
28 Share-based paymentsSale of shares to Cloudberry Investments 18 (Pty) Ltd – 13 860 000
On listing, two major shareholders sold 18 000 000 ordinary shares to CloudberryInvestments 18 (Pty) Ltd (‘Cloudberry’) at R3.23 per share
Cloudberry was identified as a strategic equity and black economic partner for the group.
The listing price of R4.00 was used to value these shares and consequently R13 860 000was recognised as a share-based payment expense in 2008.
Cloudberry is subject to a two-year lock-in period from listing date and it may not disposeof its shares during that period.
The above transaction has no impact on the cash flows or the net asset value of the group.
29 GuaranteesGuarantees issued by subsidiaries for the due fulfilment of construction contracts 57 062 952 20 884 336
It is the opinion of the directors that the possibility of any loss is improbable and it is notanticipated that any material liabilities will arise.
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39MAZOR GROUP LIMITED • ANNUAL REPORT 2009
39MAZOR GROUP LIMITED • ANNUAL REPORT 2009
Notes to the Annual Financial Statementsfor the year ended 28 February 2009 continued
30 Segmental analysisPrimary reporting formatOperating segments
Aluminium Steel Glass Other ConsolidatedR R R R R
At 28 February 2009Segment revenue – external 102 769 364 151 491 429 41 371 010 295 631 803
Segment result (operating profit) 31 104 006 49 171 564 (3 865 480) (1 572 145) 74 837 945Non-cash income and expenses– Fair value adjustments– Depreciation (1 052 871) (526 294) (2 151 682) (4 233) (3 735 080)Segment assets 61 567 062 88 987 610 80 107 740 20 485 011* 251 147 423Segment liabilities 17 352 015 21 059 421 17 776 624 1 257 015 57 445 075Capital expenditure 1 921 337 2 376 733 19 603 372 – 23 901 442
At 29 February 2008Segment revenue – external 82 508 289 94 637 028 – – 177 145 317
Segment result (operating profit) 30 619 146 33 004 586 (165 411) 63 458 321Non-cash income and expenses– Fair value adjustments – –– Depreciation (1 065 713) (416 046) (475) (1 482 234)Segment assets 44 566 751 42 526 180 84 541 222* 171 634 153Segment liabilities 10 396 212 14 297 909 779 442 25 473 563Capital expenditure 2 688 854 1 185 672 22 165 3 896 691
The group has three operating segments as reflected above. The Glass segment was started in the current year and thereforeno results are reflected for this segment in the prior year.
* Other segment assets includes cash and cash equivalents of R12 040 814 (2008: R83 704 328)
Revenue in the current year amounting to R52.8 million, reported in the Aluminium and Steel segments, was derived from onemajor customer.
Secondary reporting formatGeographical segments
Western Cape Gauteng ConsolidatedR R R
At 28 February 2009Segment revenue – external 287 615 306 8 016 497 295 631 803
Segment result (operating profit) 79 190 655 (4 352 710) 74 837 945Segment assets 229 337 888 21 809 535 251 147 423Segment liabilities 52 962 707 4 482 368 57 445 075Capital expenditure 13 465 087 10 436 355 23 901 442
At 29 February 2008Segment revenue – external 177 145 317 177 145 317
Segment result (operating profit) 63 458 321 63 458 321Segment assets 171 634 153 171 634 153Segment liabilities 25 473 563 25 473 563Capital expenditure 3 896 691 3 896 691
The Western Cape segment includes operations in George. The group began operating in Gauteng in June 2008.
The group is looking to expand both its operating and geographic segments.
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40MAZOR GROUP LIMITED • ANNUAL REPORT 2009
40MAZOR GROUP LIMITED • ANNUAL REPORT 2009
Company Annual Financial Statements
HARBOUR BRIDGE
THE EQUINOXTHE ONE & ONLY
CAPE TOWN INTERNATIONAL
AIRPORTBOULEVARD PARK
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41MAZOR GROUP LIMITED • ANNUAL REPORT 2009
41MAZOR GROUP LIMITED • ANNUAL REPORT 2009
CANAL WALKRETAIL PODS
CRYSTAL TOWERS
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42MAZOR GROUP LIMITED • ANNUAL REPORT 2009
42MAZOR GROUP LIMITED • ANNUAL REPORT 2009
Company Balance Sheetat 28 February 2009
2009 2008Note(s) R R
AssetsNon-current assetsProperty, plant and equipment 1 17 457 21 690Investments in subsidiaries 2 44 182 021 38 556 036Long-term receivables 3 72 388 420 1 550 000
116 587 898 40 127 726
Current assetsShort-term receivables 4 308 340 815 204Cash and cash equivalents 5 12 040 814 83 704 328
12 349 154 84 519 532
Total assets 128 937 052 124 647 258
Equity and liabilitiesEquityShare capital 1 229 1 225Share premium 122 754 144 121 891 732Retained income 4 353 212 1 583 536
127 108 585 123 476 493
LiabilitiesNon-current liabilitiesDeferred tax 12 076 –
12 076 –
Current liabilitiesLoans from subsidiaries 6 571 452 391 324Current tax payable 1 064 995 646 823Short-term financial liabilities 7 179 944 132 618
1 816 391 1 170 765
Total liabilities 1 828 467 1 170 765
Total equity and liabilities 128 937 052 124 647 258
Company Income Statementfor the year ended 28 February 2009
2009 2008Note(s) R R
Revenue 8 80 000 –Operating expenses (1 652 145) (165 412)
Operating loss 9 (1 572 145) (165 412)Investment revenue 10 5 420 096 2 395 771Finance charges (1 205) –Share-based payments: BEE credentials – (13 860 000)
Profit/(Loss) before taxation 3 846 747 (11 629 641)Taxation 11 (1 077 071) (646 823)
Net profit/(loss) 2 769 676 (12 276 464)
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43MAZOR GROUP LIMITED • ANNUAL REPORT 2009
43MAZOR GROUP LIMITED • ANNUAL REPORT 2009
Company Cash Flow Statementfor the year ended 28 February 2009
2009 2008Note(s) R R
Cash flows from operating activitiesCash utilised for operations 12 (1 013 721) (847 523)Interest income 5 420 096 2 395 771Finance charges (1 205) –Tax paid 13 (646 823) –
Net cash flow from operating activities 3 758 347 1 548 248
Cash flows from investing activitiesPurchase of property, plant and equipment – (22 165)Investment in subsidiaries (5 625 985) (38 556 036)Increase in loans to subsidiaries (70 838 420) –Increase in long-term receivables – (1 550 000)
Net cash flow from investing activities (76 464 405) (40 128 201)
Cash flows from financing activitiesProceeds on share issue 862 416 121 892 957Increase in loans from subsidiaries 180 128 391 324
Net cash flow from financing activities 1 042 544 122 284 281
Increase in cash and cash equivalents for the year (71 663 514) 83 704 328Cash and cash equivalents at beginning of year 83 704 328 –
Cash and cash equivalents at the end of the year 12 040 814 83 704 328
Company Statement of Changes in Equityfor the year ended 28 February 2009
Share Share Retained Total capital premium income equity
R R R R
Balance at 1 March 2007 – – – –Profit for the year (12 276 464) (12 276 464)Share-for-share transaction 38 555 036 38 555 036Issue of shares 1 225 89 998 775 90 000 000Listing expenses (6 662 079) (6 662 079)Share-based payment: BEE credentials 13 860 000 13 860 000
Balance at 1 March 2008 1 225* 121 891 732 1 583 536 123 476 493
Profit for the year 2 769 676 2 769 676Issue of shares 4 999 995 999 999Listing expenses (137 583) (137 583)
Balance at 28 February 2009 1 229* 122 754 144 4 353 212 127 108 585
* Share capital comprises 122 847 222 (2008: 122 500 000) fully paid up ordinary shares of 0.00001 cent each. (Authorised: 500 000000 ordinary shares of 0.00001 cent each.)
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44MAZOR GROUP LIMITED • ANNUAL REPORT 2009
44MAZOR GROUP LIMITED • ANNUAL REPORT 2009
Company Notes to the Annual Financial Statementsfor the year ended 28 February 2009 continued
2009 2008R R
1 Property, plant and equipmentFurniture and fittings:Opening balance 21 690 –Additions – 22 165Depreciation (4 233) (475)
Carrying value 17 457 21 690
2 Investments in subsidiariesShares at cost: Issued share capitalMazor Aluminium (Pty) Ltd 200 21 012 660 21 012 660Mazor Steel (Pty) Ltd 200 17 542 376 17 542 376Early Glass (Pty) Ltd 1 000 69 549 1 000Compass Glass (Pty) Ltd 100 5 557 436 –
44 182 021 38 556 036
All the subsidiaries are incorporated in South Africa and are 100% held by Mazor GroupLimited.
3 Long-term receivablesShare trustsMazor Group Limited Share Incentive Trust 1 050 000 1 050 000Mazor Group Limited BEE Share Incentive Trust 500 000 500 000
1 550 000 1 550 000
The loans are unsecured, bear no interest and will not be repaid within the next 12 months.
SubsidiariesCompass Glass (Pty) Ltd 48 893 657 –Early Glass (Pty) Ltd 21 944 763 –
70 838 420 –
The loans are unsecured, bear no interest and will not be repaid within the next 12 months.
72 388 420 1 550 000
4 Short-term receivablesPrepayments 234 117 131 768Value added taxation 51 423 42 852Other receivables 22 800 640 584
308 340 815 204
5 Cash and cash equivalentsBank balances 1 471 277 1 951 428Short-term deposits 10 569 537 81 752 900
12 040 814 83 704 328
6 Loans from subsidiariesMazor Aluminium (Pty) Ltd 346 452 326 324Mazor Steel (Pty) Ltd 225 000 65 000
571 452 391 324
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45MAZOR GROUP LIMITED • ANNUAL REPORT 2009
45MAZOR GROUP LIMITED • ANNUAL REPORT 2009
Company Notes to the Annual Financial Statementsfor the year ended 28 February 2009 continued
2009 2008R R
7 Short-term financial liabilitiesAccounts payable 179 944 112 490Accruals – 20 128
179 944 132 618
8 RevenueAdministration and management fee 80 000 –
80 000 –
9 Operating lossOperating loss is arrived at after taking into account the following:Depreciation– Furniture and fittings 4 233 475Directors’ fees 300 000 65 000
10 Investment revenueInterest revenueBank 5 420 096 2 395 771
11 TaxationMajor components of the tax expenseCurrentLocal income tax – current year 1 064 995 646 823
1 064 995 646 823
DeferredOriginating and reversing temporary differences 12 076 –
12 076 –
1 077 071 646 823
12 Cash utilised for operationsProfit/(Loss) before taxation 3 846 747 (11 629 641)Adjustments for:Depreciation 4 233 475Interest received (5 420 096) (2 395 771)Finance charges 1 205 Share-based payments: BEE credentials – 13 860 000Changes in working capital:Decrease/(Increase) in short-term receivables 506 864 (815 204)Increase in short-term financial liabilities 47 326 132 618
(1 013 721) (847 523)
13 Tax paidBalance at beginning of the year (646 823) –Current tax for the year recognised in the income statement (1 064 995) (646 823)Balance at end of the year 1 064 995 646 823
(646 823) –
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46MAZOR GROUP LIMITED • ANNUAL REPORT 2009
46MAZOR GROUP LIMITED • ANNUAL REPORT 2009
Shareholder Analysis
SHAREHOLDER SPREAD No. of shareholders % No. of shares %
1 – 1 000 shares 132 26.51 73 743 0.061 001 – 10 000 shares 210 42.17 897 662 0.7310 001 – 100 000 shares 99 19.88 3 974 166 3.24100 001 – 1 000 000 shares 39 7.83 13 667 326 11.131 000 001 shares and over 18 3.61 104 234 325 84.85
498 100 122 847 222 100
DISTRIBUTION OF SHAREHOLDERS No. of shareholders % No. of shares %
Banks 1 0.20 50 000 0.04BEE Employee Share Trusts 1 0.20 125 000 0.10Close corporations 12 2.41 273 767 0.22Endowment funds 4 0.80 338 750 0.28Individuals 368 73.90 27 804 658 22.63Insurance companies 2 0.40 296 753 0.24Investment companies 2 0.40 1 320 –Medical aid schemes 1 0.20 400 –Mutual funds 13 2.61 15 932 853 12.97Nominees and trusts 62 12.45 43 683 432 35.56Other corporations 3 0.60 387 500 0.32Pension funds 4 0.80 657 100 0.53Private companies 23 4.62 32 333 189 26.32Public companies 1 0.20 700 000 0.57Employee share trusts 1 0.20 262 500 0.21
498 100 122 847 222 100
PUBLIC/NON-PUBLIC SHAREHOLDERS No. of shareholdings % No. of shares %
Non-public shareholders 13 2.61 86 538 957 70.44Directors’ holdings 9 1.81 67 601 303 55.03Associate holdings 1 0.20 6 789 928 5.53Subsidiary holdings 1 0.20 11 760 226 9.57Employee share trust 1 0.20 262 500 0.21BEE employee share trust 1 0.20 125 000 0.10Public shareholders 485 97.39 36 308 265 29.56
498 100 122 847 222 100
Note: Associate holdings comprise the remaining shareholding of Cloudberry Investments 18 (Pty) Ltd which is not included inDirectors’ holdings.
Beneficial shareholders holding 5% or more No. of shares %
The Ati Trust 19 000 000 15.47The Elma Trust 19 000 000 15.47Cloudberry Investments 18 (Pty) Ltd 18 000 000 14.65Mazor Aluminium (Pty) Ltd 11 760 226 9.57S Mazor 7 469 231 6.08DJ Mazor 6 530 769 5.32
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47MAZOR GROUP LIMITED • ANNUAL REPORT 2009
47MAZOR GROUP LIMITED • ANNUAL REPORT 2009BMW, THE GATEWAY
Shareholders’ DiaryAnnual general meeting 23 June 2009
Interim reporting period 31 August 2009
Interim report November 2009
Financial year-end 28 February 2010
Annual report May 2010
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THE ONE & ONLY
THE ONE & ONLY
THE ONE & ONLY
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8 Monza Road, Kil larney Gardens, Cape Town 7441,
PO Box 60635, Tableview, Cape Town, 7439,
Telephone: +27 21 556 1555, Facsimile: +27 21 556 1575,
Electronic Mail: Mazor Group: [email protected], www.mazorgroup.co.za