| Wed 3 May 2006, 7:00 | | Amalgamated Electronic Corporation Limited - Audit |
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AER
AER
Amalgamated Electronic Corporation Limited - Audited Results For The Year Ended
31 March 2006
AMALGAMATED ELECTRONIC CORPORATION LIMITED
(Formerly Tisec Limited)
(Incorporated in the Republic of South Africa)
(Registration number 1997/010036/06)
Share code: AER ISIN: ZAE000070587
("Amecor" or "the Company" or the "Group")
Operating profit R18,8 million; 26,8% ahead of forecast
Earnings per share 20,1 cents; 20,4% ahead of forecast
Maiden dividend declared of 6,0 cents per share
AUDITED RESULTS FOR THE YEAR ENDED 31 MARCH 2006
SUMMARISED GROUP INCOME STATEMENT
Twelve months Six months Twelve months
ended ended ended
31 March 30 September 31 March
2006 2005 2005*
(Audited) (Unaudited) (Audited)
R000"s R000"s R000"s
Turnover 33 756 15 380 103
Profit/(loss) before
interest, taxes, depreciation
and amortisation (EBITDA) 18 772 8 663 (867)
Net interest received 264 25 (3)
Depreciation and amortisation (852) (362) -
Operating profit/(loss) 18 184 8 326 (870)
Surplus on investments - - 642
Profit/(loss) before taxation 18 184 8 326 (228)
Taxation (4 632) (2 225) -
Share of associated
company loss - - (88)
Profit/(loss) attributable
to shareholders 13 552 6 101 (316)
Headline earnings/(loss)
per share (cents) 20,1 9,1 (0,7)
Earnings/(loss) per share
(cents) 20,1 9,1 (0,2)
Shares in issue (000"s) 67 332 67 332 133 315
Shares in issue
- weighted average (000"s) 67 332 67 332 133 315
Headline earnings/(loss)
reconciliation
Earnings/(loss)
attributable to shareholders 13 552 6 101 (316)
Surplus on investment - - (642)
Headline earnings/(loss) 13 552 6 101 (958)
SUMMARISED GROUP BALANCE SHEET
31 March 30 September 31 March
2006 2005 2005*
(Audited) (Unaudited) (Audited)
R000"s R000"s R000"s
Non-current assets
Property, plant and equipment 1 709 2 277 -
Patents, trademarks
and goodwill 55 838 44 196 -
Deferred tax asset 105 - -
Current assets 16 412 13 658 415
Cash resources 10 098 7 162 -
Other current assets 6 314 6 496 415
Total assets 74 064 60 131 415
Capital and reserves
Shareholders" funds 67 101 49 222 95
Non-current liabilities
Long-term liabilities 4 194 3 685 72
Current liabilities 2 769 7 224 248
Accounts payable 2 769 7 224 236
Bank overdraft - - 12
Total equity and liabilities 74 064 60 131 415
Tangible net asset value
per share (cents) 16,7 7,5 0,07
Net asset value per share (cents) 99,6 73,1 0,07
SUMMARISED GROUP CASH FLOW STATEMENT
Twelve months Six months Twelve months
ended ended ended
31 March 30 September 31 March
2006 2005 2005
(Audited) (Unaudited) (Audited)
R000"s R000"s R000"s
Cash generated/(utilised) by
operating activities 10 154 6 591 (979)
Net income before tax adjusted
for depreciation and amortisation 19 036 8 688 (316)
Movement in working capital (4 532) (2 099) (663)
Tax paid (4 350) 2 -
Cash (utilised)/generated by
investing activities (57 141) (45 577) 2 628
Cash retained by
financing activities 55 839 44 902 (1 700)
Net movements in cash balances 8 852 5 916 (51)
Cash (deficit)/surplus at beginning
of period (12) (12) 39
Cash acquired 1 258 1 258 -
Cash at end of period 10 098 7 162 (12)
* The FSK Electronics Group was acquired by Amecor with effect from 1 April
2005 as set out in the published announcement to shareholders dated 10 August
2005. Due to the restructuring of the Group, comparison to the prior year
figures is meaningless.
STATEMENT OF CHANGES IN SHAREHOLDERS EQUITY
Issued Share Shares to Distributable
capital premium be issued reserves Total
R000"s R000"s R000"s R000"s R000"s
Balance at 1 April 2005 13 314 14 533 - (27 752) 95
Transfer of convertible
loan equity - (1 103) - - (1 103)
Restructure of share
capital (13 181) 13 181 - - -
Issue of share capital 540 44 460 - - 45 000
FSK Vendor shares
- profit warranty - - 11 655 - 11 655
Preliminary expenses - (2 098) - - (2 098)
Profit attributable
to shareholders - - - 13 552 13 552
Balance 31 March 2006 673 68 973 11 655 (14 200) 67 101
NOTES TO THE FINANCIAL RESULTS
1. BASIS OF PREPARATION
Amecor has adopted International Financial Reporting Standards ("IFRS")
for the year ended 31 March 2006. The financial statements have been prepared
in accordance with South African Standards of Generally Accepted Accounting
Practice and the Listings Requirements of the JSE Limited. The financial
statements for the year ended 31 March 2006 are the Group"s first consolidated
IFRS-compliant financial statements and hence IFRS 1 - First time Adoption of
IFRS has been applied in preparing this financial report. The accounting
policies are consistent with those applied in the comparative financial
period, except for those which have arisen due to the transition of IFRS.
2. SIGNIFICANT CHANGES TO THE GROUP"S ACCOUNTING POLICIES AS A RESULT OF
THE ADOPTION OF IFRS AND APPLICATION OF IAS 17
Due to the fact that all material acquisitions and the restructuring of
the Group occurred after the implementation date of IFRS there were no
material adjustments to the equity or profit and loss.
2.1 Goodwill
All business combinations are accounted for by applying the "purchase
method". Goodwill represents amounts arising on acquisition of subsidiaries
and associates. In respect of business combinations that have occurred since
IFRS transition date, 1 April 2004, goodwill represents the difference between
the cost of the acquisition and the fair value of the net identifiable assets
acquired.
The Group has made an election in terms of IFRS 1 that IFRS 3 will only
be applied from 1 April 2004.
In terms of IFRS 3 - Business Combinations, goodwill is no longer
amortised but is subject to annual impairment testing. In respect of the year
under review no impairment charge was considered necessary.
2.2 Share-based payment transactions
The fair value of share options and deferred delivery shares to be
granted to employees will be recognised as an employee expense with a
corresponding increase in equity. The fair value is measured at grant date and
expensed over the period during which the employee becomes unconditionally
entitled to the equity instruments (the vesting period). The fair value of the
instruments granted will be measured using the Black Scholes valuation
technique, taking into account the terms and conditions upon which the
instruments are granted. The fair value of share-based payments was not
recognised under the Group"s previous accounting policies.
2.3 IAS 17
The revised interpretation of IAS 17 regarding operating lease payments,
to be expensed on a straight line basis over the lease term, did not result in
any significant adjustment to equity or profit and loss.
COMMENTARY
Introduction
Amecor and its subsidiaries" principal businesses consist of the supply of the
following products and services:
Digital long range radio transmitters;
Computerised base stations, transmitters and intelligent data repeaters;
High speed data radio networks;
Guard monitoring units;
Radio panic systems; and
The ownership and operation of licensed data radio networks throughout
South Africa.
Audit
The consolidated annual financial statements for the year ended 31 March 2006
have been audited by Moores Rowland Chartered Accountants (SA) and their
unqualified audit report on this set of summarised financial statements is
available for inspection at the Company"s registered office. These summarised
financial statements have been derived from the Group financial statements and
are consistent in all respects, with the Group financial statements.
Financial and operational review
The Board of directors is pleased to report headline earnings for the 12
months ended 31 March 2006 of 20,1 cents per share. Growth was attributable to
customer and volume throughput increases and enhanced manufacturing
efficiencies.
The weighted average number of shares is less than that in issue due to the
treasury shares held by the Group being treated as set-off for this
calculation.
Product development
In the second half of this reporting period the Group invested in additional
suitably qualified human resources and outsourced to specialist electronic
engineering developers to:
design and implement new generations of existing product with an
emphasis on manufacturing and cost per unit efficiencies;
broaden and complement the range of products based on market research
and client requests.
The benefit of these initiatives will begin to be implemented and realised in
the throughput of manufactured product in the next financial year and should
contribute significantly to sustainable organic growth thereafter.
Comparative figures
The FSK Electronics Group was acquired by Amecor with effect from 1 April 2005
as set out in the published announcement to shareholders dated 10 August 2005.
Due to the restructuring of the Group, comparison to the prior year figures is
meaningless.
Capital commitments
The Group has committed to product development costs in the sum of
approximately R1 000 000 which will be incurred evenly over the next financial
year. This capital investment will be funded out of internal cash flows.
Outlook
Demand for the Group"s products and services remains strong. The board is
optimistic about the prospects of the Company and expects significant organic
growth in financial year 2007.
Amecor is entrepreneurial in culture and is actively seeking to implement
other strategic acquisitions synergistic with FSK with special emphasis on
manufacturing, distribution and electronic technology entities.
Dividends
It is the Group"s policy to pay a single dividend annually and to retain a 3
times dividend cover. Accordingly, the Board has approved a dividend payment
of 6,0 cents per ordinary share for the year ended 31 March 2006, payable in
terms of STRATE, as follows:
2006
Last day to trade cum dividend Friday, 19 May
Trading ex dividend commences Monday, 22 May
Record date Friday, 26 May
Payment date Monday, 29 May
Share certificates may not be dematerialised or rematerialised between Monday,
22 May 2006 and Friday, 26 May 2006, both dates inclusive. The certificated
register will be closed for this period.
On behalf of the board
P van Niekerk D Alexander
Chairman Chief Executive
Johannesburg
3 May 2006
Directors
P van Niekerk*, D H Alexander, K A Colley, H S Courtney, R van der Merwe,
M Noge** *non-executive, **independent non-executive
Transfer secretaries
Ultra Registrars (Pty) Limited, 11 Diagonal Street, Johannesburg, 2001
(PO Box 4844, Johannesburg, 2000)
Registered office
2nd Floor, Moores Rowland House, 5 St Davids Place, Parktown, 2193
(PO Box 6697, Johannesburg, 2000)
Sponsor
Sansara Financial Services (Pty) Ltd, First Floor, Block C, 65 Central Street,
Houghton, 2041
Visit us at www.amecor.com
INNOVATION THROUGH TECHNOLOGY
FSK ELECTRONICS
SABRE RADIO NETWORKS
Date: 03/05/2006 07:00:44 AM Produced by the JSE SENS Department
