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Mon 26 Jun 2006, 17:39 Invicta - Audited Group results for the year ended
IVT
 IVT                                                                             
Invicta - Audited Group results for the year ended 31 March 2006                
Invicta Holdings Limited                                                        
(Registration number 1966/002182/06)                                            
(Incorporated in the Republic of South Africa)                                  
(Share code: IVT)                                                               
(ISIN: ZAE000029773)                                                            
Audited Group results for the year ended 31 March 2006                          
- Minorities of Bearing Man bought out                                          
- Group restructured in preparation for BEE                                     
- Group Headline Earnings up by 21%                                             
Income statement                                                                
Restated                       
                                     2006        2005         %                 
                                     R"000       R"000        change            
Revenue                              1 913 204   1 937 593    (1)               
Operating income                     197 843     231 928      (15)              
Interest and preference dividend     21 396      8 787                          
received                                                                        
Finance costs                        40 552      15 506                         
Profit before taxation               178 687     225 209      (21)              
Taxation                             53 522      75 166                         
Profit for the year                  125 165     150 043      (17)              
Outside shareholders                 290         (41 536)                       
Attributable to ordinary             125 455     108 507      16                
shareholders                                                                    
Earnings per share (cents)           170         190          (11)              
Diluted earnings per share (cents)   169         190          (11)              
Determination of headline earnings                                              
Attributable earnings                125 455     108 507                        
Adjustments - after taxation and                                                
minority interests where applicable                                             
- Profit on disposal of investment   -           (3 995)                        
- Profit on disposal of property,    (29)        (444)                          
plant and equipment                                                             
Headline earnings                    125 426     104 068      21                
Shares in issue                                                                 
Weighted average (000s)              73 861      57 258                         
At the end of the year (000s)        73 861      57 884                         
Number of shares used for diluted    74 246      57 258                         
earnings per shares (000s)                                                      
Headline earnings per share (cents)  170         181          (6)               
Diluted headline earnings per share  169         181          (7)               
(cents)                                                                         
Dividends per share* (cents)         68          77           (12)              
Interim                              27          31           (13)              
Final                                41          46           (13)              
* In accordance with IAS10, the final dividend of 41 cents per share proposed by
the directors has not been reflected in the annual financial statements.        
Balance sheet                                                                   
                                                          Restated              
                                            2006          2005                  
R"000         R"000                 
ASSETS                                                                          
Non-current assets                          1 547 755     182 308               
Property, plant and equipment               123 220       118 059               
Investments                                 1 195 303     202                   
Goodwill and other intangible assets        203 701       37 600                
Deferred taxation                           19 843        20 759                
Loan receivable                             5 688         5 688                 
Current assets                              949 924       813 703               
Inventories                                 633 901       553 030               
Accounts receivable                         289 655       224 889               
Bank balances and cash                      26 368        35 784                
2 497 679     996 011               
EQUITY AND LIABILITIES                                                          
Capital and reserves                        718 531       528 814               
Ordinary shareholders" funds                716 296       365 075               
Outside shareholders" interest              2 235         163 739               
Non-current liabilities                     1 203 060     12 821                
Long-term borrowings                        1 203 060     12 821                
Current liabilities                         576 088       454 376               
Bank overdrafts and bankers" acceptances    105 642       9 681                 
Short-term borrowings                       19 984        6 421                 
Accounts payable                            401 574       379 177               
Provisions                                  48 888        59 097                
2 497 679     996 011               
Cash flow statement                                                             
                                            2006          2005                  
                                            R"000         R"000                 
Cash flows from operating activities                                            
Cash generated from operations              98 372        197 169               
Finance costs                               (40 552)      (15 506)              
Dividends paid                              (46 494)      (63 257)              
Taxation paid                               (58 704)      (91 810)              
Interest and dividend received              21 396        8 787                 
Net cash (outflow) inflow from operating    (25 982)      35 383                
activities                                                                      
Cash flows from investing activities                                            
Net cash effects of asset acquisitions      (31 129)      (24 302)              
Net cash effects of other investing         (1 523 416)   (1 753)               
activities                                                                      
Cash flows from financing activities                                            
Net cash effects of share capital           -             (30 608)              
repurchased                                                                     
Net cash effects of shares issued           271 505       8 944                 
Net cash effects of borrowings raised       1 203 645     4 251                 
Net decrease in cash and cash equivalents   (105 377)     (8 085)               
Cash and cash equivalents at the beginning  26 103        34 188                
of the year                                                                     
Cash and cash equivalents at the end of     (79 274)      26 103                
the year                                                                        
Statement of changes in equity                                                  
                                                          Restated              
31 March      31 March              
                                            2006          2005                  
                                            R"000         R"000                 
SHARE CAPITAL                                                                   
Balance at beginning of period              2 894         2 873                 
Shares issued                               799           -                     
Share options issued                        -             168                   
Shares purchased in terms of the share buy- -             (147)                 
back scheme                                                                     
Balance at end of period                    3 693         2 894                 
SHARE PREMIUM                                                                   
Balance at beginning of period              6 352         28 037                
Shares issued                               270 706       -                     
Share options issued                        -             8 776                 
Shares purchased in terms of the share buy- -             (30 461)              
back scheme                                                                     
Balance at end of period                    277 058       6 352                 
ACCUMULATED PROFITS                                                             
Balance at beginning of period              347 787       284 144               
Earnings attributable to ordinary           125 455       108 507               
shareholders                                                                    
Dividends paid                              (46 569)      (44 864)              
Balance at end of period                    426 673       347 787               
OTHER RESERVES                                                                  
Balance at beginning of period              8 042         8 194                 
Arising on translation of foreign           830           (152)                 
operations                                                                      
Balance at end of period                    8 872         8 042                 
Ordinary shareholders" funds                716 296       365 075               
OUTSIDE SHAREHOLDERS" INTEREST                                                  
Balance at beginning of period              163 739       177 356               
Earnings attributable to outside            (290)         41 536                
shareholders                                                                    
Dividends paid to outside shareholders                    (18 477)              
Net investment in subsidiaries              (161 214)     (36 556)              
Currency translation differences                          (120)                 
Balance at the end of period                2 235         163 739               
RECONCILIATION OF PREVIOUS SA GAAP TO IFRS                                      
Attributable earnings for the period - SA                 108 757               
GAAP                                                                            
Adjustments:                                                                    
Negative goodwill at date of transition                   (1 636)               
Depreciation                                              1 234                 
Translation of foreign operations                         152                   
Attributable earnings for the period -                    108 507               
IFRS                                                                            
                                            31 March      31 April              
                                            2005          2004                  
R"000         R"000                 
RECONCILIATION OF EQUITY OF PREVIOUS SA                                         
GAAP AT 31 MARCH 2005 TO IFRS RESTATEMENT                                       
Capital and reserves - SA GAAP              510 899       483 257               
Revaluation reserve                         8 194         8 194                 
Currency translation differences            (152)         -                     
Ordinary shareholders" funds                2 465         2 715                 
Attributable to outside shareholders"       7 408         6 438                 
Capital and reserves - IFRS                 528 814       500 604               
OTHER INFORMATION                                                               
                                                          Restated              
                                            31 March      31 March              
2006          2005                  
                                            R"000         R"000                 
Debt: Equity ratio (%) (excluding the long- 18            8                     
term BEE funding debt secured by                                                
investments)                                                                    
Depreciation and amortisation (R"000)       22 566        19 952                
Net asset value per share (cents)           969,8         630,7                 
Tangible net asset value per share (cents)  694,0         571,9                 
Contingent liabilities (R"000)              3 954         4 922                 
Segment information on these businesses is presented below:                     
                                                               Capital          
                                      Engineering              equipment        
consumables              and spares       
                                      R"000                    R"000            
                          2006        2005         2006        2005             
Revenue                   1 172 670   1 048 087    740 534     889 506          
Operating profit before   154 564     156 326      43 279      76 806           
finance costs, interest                                                         
and preference dividend                                                         
received                                                                        
Balance sheet                                                                   
Assets                    702 515     596 578      797 518     557 439          
Liabilities               284 800     246 799      295 391     311 408          
Segment information on these businesses is presented below: (Contd)             
Non-segment                              
                                       allocations             Restated         
                                       R"000                   R"000            
                          2006         2005        2006        2005             
Revenue                                -           1 913 204   1 937 593        
Operating profit before                (1 204)     197 843     281 928          
finance costs, interest                                                         
and preference dividend                                                         
received                                                                        
Balance sheet                                                                   
Assets                    992 646      (158 007)   2 497 679   996 011          
Liabilities               1 198 957    (91 010)    1 779 148   467 197          
Geographical segments: The group has not reported segment information by        
geographical location as the operations occur substantially within Southern     
Africa.                                                                         
Notes to the financial information                                              
Basis of preparation                                                            
The results for the period ended 31 March 2005 have been restated due to the    
adoption of IFRS. The audited financial statements have been prepared in        
accordance with IAS 34 and IFRS1 - First time adoption of IFRS. Accounting      
policies have been consistently applied except for the changes required as the  
result of IFRS implementation. The effect on equity is set out above. The effect
on both basic and diluted earnings per share amounted to a reduction in 0.4     
cents and a reduction of R1,090 million in earnings attributable to outside     
shareholders in 2005.                                                           
Comments                                                                        
Group activities                                                                
The Invicta Group continues to be a major regional player in the importation and
distribution of:                                                                
-    Bearings, belts, seals, power transmission products, geared motors and     
     fasteners (Bearing Man Limited ("Bearing Man"))                            
-    Agricultural machinery and equipment (Northmec Division ("Northmec"))      
-    Construction and earthmoving equipment, turf grooming equipment and golf   
     utility cars(CSE Division ("CSE"))                                         
-    Automotive and motorcycle parts (Autobax Division ("Autobax"))             
Financial overview                                                              
The year was extremely challenging. All three sectors of industry in which the  
group operates, Agriculture, Mining and Manufacturing, traded under difficult   
conditions. Notwithstanding, the results were solid, but showed a decline of    
some 6% in headline earnings per share.                                         
The group was however very busy with Corporate activity and consolidated its    
position in each of the sectors in which it operates.                           
Corporate activity                                                              
-    The acquisition of the minorities in Bearing Man with the concommitant     
delisting of Bearing Man.                                                  
-    The internal restructuring and raising of funding in order to facilitate   
     the introduction of a BEE Partner.                                         
-    The acquisition of New Holland SA (Pty) Ltd was completed, effective 1     
April 2006. This results in the group now being the sole distributors in   
     South Africa for both the Case and New Holland ranges of Agricultural      
     equipment.                                                                 
-    Bearing Man made two strategic acquisitions in Top Class, a distributor of 
Automotive products and OST a manufacturer and distributor of specialised  
     industrial vibration products.                                             
-    Bearing Man was appointed the exclusive distributor in South Africa for    
     Timken Bearings.                                                           
-    Bearing Man completed the installation of a state of the art ERP computer  
system.                                                                         
Trading Results                                                                 
The depressed state of the Agricultural industry referred to in the interim     
report, continued for the rest of the 2005 calendar year. Total tractor sales in
South Africa fell by 11% and combine harvesters by 35%. The large tractor sector
fell by 60%, which is the area that Northmec has particular strength, as a      
consequence Northmec"s turnover decreased by R172 million. Despite this decline,
Northmec remains market leader in sales of combine harvesters and high kilowatt 
tractors.                                                                       
Bearing Man increased its turnover by R125 million and CSE and Autobax increased
their combined turnover by R23 million. It is pleasing, therefore, to report    
that overall, group turnover decreased by only 1% to R1 913 million.            
Gross margins in the group continued to be under pressure in the second half of 
the year, which, coupled with increased operating costs, resulted in operating  
profit declining by 15% to R198 million. However, the buy-out of the minorities 
of Bearing Man enabled the group to increase earnings attributable to ordinary  
shareholders to R125 million, an increase of 16%.                               
Headline earnings increased by 21% to R125 million. The increase in the number  
of shares in issue due to the buy-out of the Bearing Man minorities in Bearing  
Man resulted in headline earnings per share decreasing by 6% to 170 cents per   
share. The debt:equity ratio (excluding the long-term BEE funding debt, which is
secured by investments) increased to 18% from 8%, largely as a result of the    
cash paid out to those minorities of Bearing Man who elected to receive cash    
instead of shares, and the cash used for acquisitions and increased investment  
in working capital. Notwithstanding this, the debt:equity ratio is 2% lower than
it was at the interim stage.                                                    
BEE                                                                             
Having completed the raising of funding and internal group restructuring,       
negotiations are currently under way with potential BEE partners, with a target 
completion date of 31 October 2006 for this process. The transaction will       
include a staff empowerment scheme.                                             
Prospects                                                                       
The agricultural sector is looking positive for the 2006 calendar year. There   
have been good rainfalls countrywide and the maize price is substantially higher
than last year. The acquisition of New Holland SA (Pty) Ltd strengthens the     
group"s leading role in the agricultural machinery market and gives the group a 
greater spread of products in that market. This acquisition is, however, only   
expected to make a positive contribution to group profits in 2008.              
The construction machinery industry is expected to remain at its current strong 
levels due to continued government infrastructural expenditure and the lead-up  
to the Soccer World Cup in 2010. However, management is cautious about the      
benefits to be derived from this as the market is extremely competitive and all 
supply chain problems have not yet been satisfactorily resolved.                
The engineering consumables market is expected to remain fairly static during   
the coming year, but management aims to improve operating margins by focusing on
better asset management and improved efficiencies.                              
Overall, the group"s focus in the coming year will be on consolidation,         
improvement of margins and working capital. Acquisitions will not be given high 
priority in the first half of the year until the introduction of BEE partners   
has been concluded.                                                             
Taking everything into consideration, shareholders can expect improved results  
in the coming year.                                                             
Dr C H Wiese                                               A GoldstoneChairman  
Managing Director                                                               
Dividend                                                                        
Notice is hereby given that a final dividend of 41 cents per share has been     
declared. The last day to trade ("CUM" the dividend) in order to participate in 
the dividend will be Friday, 14 July 2006.                                      
The shares of Invicta Holdings Limited will commence trading "EX" the dividend  
from Monday, 17 July 2006 and the record date will be Friday, 21 July 2006. The 
dividend will be paid to members on Monday, 24 July 2006.                       
Share certificates may not be dematerialised or rematerialised between Monday,  
17 July 2006 and Friday, 21 July 2006, both days inclusive.                     
Audit opinion                                                                   
Our auditors, Deloitte & Touche, have issued their opinion on the group"s       
financial statements for the year ended 31 March 2006. They have issued an      
unmodified audit opinion. A copy of their report is available for inspection at 
the company"s registered office. These summarised financial statements have been
derived from the group"s financial statements and are consistent in all material
respects with the group financial statements.                                   
By order of the board                                                           
C Barnard                                                Johannesburg           
Secretary                                                26 June 2006           
REGISTERED OFFICEInvicta Holdings Limited                                       
Unit 1A, Ground Floor                                                           
Seardel House                                                                   
Alphen Park                                                                     
Constantia Main Road                                                            
Constantia 7806                                                                 
PO Box 89                                                                       
Constantia 7848                                                                 
TRANSFER SECRETARIES                                                            
Computershare Investor Services 2004 (Pty) Limited                              
Ground Floor                                                                    
70 Marshall Street                                                              
Johannesburg 2001                                                               
PO Box 61051                                                                    
Marshalltown 2107                                                               
DIRECTORS                                                                       
Dr CH Wiese*, A Goldstone, M Rose-Innes*, DI Samuels*,                          
RE Sherrell*, Dr LJ Marais#,AM Sinclair#                                        
* Non-executive # Alternate                                                     
SPONSOR                                                                         
Deloitte & Touche Sponsor Services (Pty) Ltd                                    
www.invictaholdings.co.za                                                       
Date: 26/06/2006 05:39:51 PM Produced by the JSE SENS Department                
                                                                                
                                                                                
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