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Reviewed results for year ended 31 March 2013, dividend declaration and changes to board
AMALGAMATED ELECTRONIC CORPORATION LIMITED
(“Amecor”) or (“the Company”)
(Incorporated in the Republic of South Africa)
(Registration number: 1997/010036/06)
Share code: AER ISIN: ZAE 000070587
GROUP CONDENSED CONSOLIDATED REVIEWED RESULTS FOR THE YEAR ENDED 31 MARCH 2013, DIVIDEND
DECLARATION AND CHANGES TO TH E BOARD
GROUP CONDENSED STATEMENT OF COMPREHENSIVE INCOME Year ended Year ended
31 March 2013 31 March 2012
(Reviewed) (Audited)
Notes R’000 R’000
Revenue 319 463 218 474
Turnover 317 012 214 982
Cost of sales (201 426) (126 329)
Gross profit 115 586 88 653
Operating cost excluding depreciation and amortisation (72 871) (51 805)
EBITDA 42 715 36 848
Depreciation and amortisation (4 872) (3 554)
Operating profit 37 843 33 294
Finance income 2 451 1 857
Finance expense (6 212) (3 190)
Profit before taxation 34 082 31 961
Taxation (8 822) (10 616)
Profit 25 260 21 345
Other comprehensive income - -
Total comprehensive income 25 260 21 345
Attributable to:
Ordinary shareholders of Amecor 23 234 18 632
Non-controlling interest 2 026 2 713
Profit and total comprehensive income for the year 25 260 21 345
Earnings per share (cents) 3 31.3 25.0
Diluted earnings per share (cents) 3 31.3 25.0
GROUP CONDENSED STATEMENT OF FINANCIAL POSITION 31 March 2013 31 March 2012
(Reviewed) (Audited)
Notes R’000 R’000
ASSETS
Non-current assets 107 356 101 749
Property, plant and equipment 5 23 719 22 497
Intangible assets 21 769 17 838
Goodwill 59 661 59 661
Deferred tax assets 2 207 1 753
Current assets 181 503 166 761
Inventories 49 384 44 931
Trade receivables and other current assets 60 682 58 870
Taxation 4 557 3 328
Cash and cash equivalents 66 880 59 632
Total assets 288 859 268 510
1
EQUITY AND LIABILITIES
Issued capital 70 693 70 843
Retained earnings 92 750 75 506
Non-controlling interest 19 638 18 222
Total equity 183 081 164 571
Non-current liabilities 64 194 62 834
Borrowings 58 221 57 684
Deferred tax liabilities 5 973 5 150
Current liabilities 41 584 41 105
Trade and other payables 39 708 39 831
Taxation 794 -
Short-term portion of borrowings 1 082 1 274
Total equity and liabilities 288 859 268 510
GROUP CONDENSED STATEMENT OF CASH FLOWS
Year ended 31 Year ended 31
March 2013 March 2012
(Reviewed) (Audited)
R’000 R’000
Net inflow from operating activities 17 491 11 325
Cash generated from operations 36 740 29 975
Net finance expense (3 761) (1 333)
Taxation paid (8 888) (10 778)
Dividends paid (6 600) (6 539)
Net outflow from investing activities (10 438) (38 168)
Net inflow/(outflow) from financing activities 195 51 451
Net movement in cash balances 7 248 24 608
Cash and cash equivalents at beginning of the year 59 632 35 024
Cash and cash equivalents at the end of the year 66 880 59 632
GROUP CONDENSED STATEMENT OF CHANGES IN EQUITY
Attributable to
Issued capital ordinary
(share capital and shareholders of Non-controlling
share premium) Amecor interest Total equity
R’000 R’000 R’000 R’000
Balance at 1 April 2011 72 560 62 915 16 007 151 482
Dividends paid - (6 041) (498) (6 539)
Profit for the year in total comprehensive income - 18 632 2 713 21 345
Treasury share purchase (1 717) - - (1 717)
Total changes (1 717) 12 591 2 215 13 089
Balance at 1 April 2012 70 843 75 506 18 222 164 571
Dividends paid - (5 990) (610) (6 600)
Profit for the year in total comprehensive income - 23 234 2 026 25 260
Treasury share purchase (150) - - (150)
Total changes (150) 17 244 1 416 18 510
Balance at 31 March 2013 70 693 92 750 19 638 183 081
Dividend declaration
The Directors have elected to pay a single annual dividend in the amount of 10.0 cents (F2012: 8.0 cents) per ordinary share in respect of the year
ended 31 March 2013. This is a dividend as defined in the Income Tax Act, 1962, and is payable from income reserves. The South African Dividend
Withholding Tax (DWT) rate is 15% and no credits in terms of secondary tax on companies have been utilised. Amecor’s income tax number is
9381483842.
The net amount payable to shareholders who are not exempt from DWT is 8.5 cents per share, while it is 10.0 cents per share to those who are
exempt from DWT. There are 77 985 337 ordinary shares in issue; the total dividend amount payable is R 7.8 million.
F2013 F2012
Distributable dividend (R000’s) 7 799 6 239
Total number of shares in issue (000’s) 77 986 77 986
Dividend payable per share (cents) 10.0 cents 8.0 cents
Declaration date Friday, 21 June 2013
Last day to trade cum dividend Friday, 5 July 2013
Trading ex dividend commences Monday, 8 July 2013
Record date Friday, 12 July 2013
Payment date Monday, 15 July 2013
Share certificates may not be dematerialised or rematerialised between Monday, 8 July 2013 and Friday, 12 July 2013, both dates inclusive. The
certificated register will be closed for this period.
MANAGEMENT COMMENTARY
General review
Amecor and its subsidiaries (collectively “the Amecor Group” or “the Group”) is a South African group of companies specialising in the design,
manufacture and distribution of leading brands within the electronic security and alternative energy industries.
Financial review
Turnover increased by R102.0 million to R317.0 million (F2012: R215.0 million). The increase on last year resulted primarily from the Secequip
transaction and a growth in annuity income in Sabre Radio Networks. EBITDA increased by 15.9% to R42.7 million (F2012: R36.8 million). The
production and sales element of the Group faced challenges in the current economic conditions, resulting in reduction in margins to remain
competitive in the challenging market. The Group, as a whole, experienced an increase in operating costs as a direct result of electricity rate hikes,
higher salaries and wages, and increasing fuel prices. Finance income increased by R0.6 million from R1.8 million in F2012 to R2.5 million, while
finance costs rose to R6.2 million (F2012: R3.2 million). Both were attributable to the bond issued by Amecor in the amount of R60.0 million as R8.5
million remains in treasury, attracting interest income. Quarterly interest payments are processed at an interest rate of 3-month JIBAR + 5%.
The tax charge for the year was R8.8 million (F2012: R10.6 million), representing an effective tax rate of 25.9% (F2012: 33.2%).
Income attributable to Amecor shareholders increased from R18.6 million to R23.2 million and earnings per share was up 6.3 cents to 31.3 cents
(F2012: 25.0 cents).
In line with the increased turnover, primarily attributable to the acquisition of the Secequip business, working capital increased during the year.
Cash and cash equivalents within the Group at the end of the period under review was R66.9 million (F2012: R59.6 million).
The income attributable to non-controlling shareholders decreased during the year.
Cash generated from operations increased from R30.0 million (F2012) to R36.7 million in the year under review.
Property, plant and equipment increased to R23.7 million (F2012: R22.5 million) due to the commencement of development of the property
adjoining the existing premises and the replacement of several vehicles. A further R5.6 million was invested in research and development.
The Group’s cash and cash equivalents increased by R7.3 million to R66.9 million (F2012: R59.6 million) along with total interest bearing debt of
R59.3 million (F2012: R59.0 million) representing a Group net debt to equity ratio of less than 1% (F2012: less than 1%). The Company issued a
corporate bond through its Private Placement Programme in November 2011 raising R60.0 million. Quarterly interest payments are payable at an
interest rate of 3-month JIBAR + 5% and the capital component falls due in 2016.
NOTES TO THE CONDENSED CONSOLIDATED REVIEWED FINANCIAL STATEMENTS
1. Significant accounting policies
Amecor is a company domiciled in South Africa. These condensed consolidated reviewed annual financial statements of the Amecor Group for
the year ended 31 March 2013 comprise condensed consolidated reviewed annual financial statements of Amecor and its subsidiaries.
These condensed consolidated annual financial statements were authorised for issue by the board of directors on 19 June 2013. The reviewed
condensed consolidated financial statements for the year ended 31 March 2013 were prepared by the financial director, Mrs Kerry Colley and
have been reviewed by the company’s auditors, Mazars.
Basis of preparation
These condensed consolidated reviewed results have been prepared in accordance with the Framework concepts and the measurement and
recognition requirements of the International Financial Reporting Standards (IFRS) and contain information required by the International
Accounting Standards 34 - Interim Financial Reporting, the SAICA Financial Reporting Guides as issued by the Accounting Practices Committee
and Financial Reporting Pronouncements as issued by Financial Reporting Standards Council, and in compliance with the Listings Requirements
of the JSE Limited. The review of the reviewed condensed consolidated financial statements has been performed in terms of the requirements
of the South African Companies Act, 71 of 2008, as amended. These condensed consolidated reviewed financial statements are prepared on
the historical cost basis and do not include all of the information required for full financial statements. This announcement should be read in
conjunction with the consolidated annual financial statements for the year ended 31 March 2012.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in
which the estimate is revised if the revision affects only that period or in the period of the revision and future periods if the revision affects
both current and future periods.
The accounting policies and methods of computation have been applied consistently by Group companies and have been applied consistently
to all periods presented in these condensed consolidated reviewed financial statements. The new IFRS and interpretations that became
effective for the year under review, have not had an effect on the Group’s accounting policies. The comparative figures referred to in the
commentary relate to the prior year equivalent period.
2. Review of results
Mazars has signed an unqualified review opinion on these condensed consolidated financial statements, as required by the JSE Limited. These
financial statements have been approved by the board and condensed for the purposes of this report. The auditors review opinion is available
for inspection at Amecor’s registered office.
3. Earnings per share (“EPS”)
EPS is based on the Group’s profit for the year ended 31 March 2013, divided by the weighted average number of shares in issue during the
year.
F2013 Profit attributable to equity holders of Weighted average number of
Amecor shares in issue (net of treasury
(Reviewed) shares of 3.7 million) Earnings per share
R000’s 000’s Cents
Earnings 23 234 74 332 31.3
Diluted earnings 23 234 74 332 31.3
Headline earnings reconciliation
Basic earnings 23 234
Less: profit on sale of assets (285)
Add back taxation on above (28%) 80
Headline earnings 23 029 74 332 31.0
Diluted headline earnings 23 029 74 332 31.0
F2012 Weighted average number of
Profit attributable to equity holders of shares in issue (net of treasury
Amecor (Audited) shares of 2.4 million) Earnings per share
R000’s 000’s Cents
Earnings 18 632 74 677 25.0
Diluted earnings 18 632 74 677 25.0
Headline earnings reconciliation
Basic earnings 18 632
Less: profit on sale of assets (115)
Add back taxation on above (28%) 32
Headline earnings 18 549 74 677 24.8
Diluted headline earnings 18 549 74 677 24.8
4. Net asset value per share
Year ended 31 March Year ended 31 March
2013 2012
(Reviewed) (Audited)
Net asset value per share (cents) 246.3 217.8
Net number of shares in issue (000’s) 74 332 74 548
5. Segmental analysis
The Group’s operating segments and segmental information presented in the condensed consolidated reviewed results for the year ended
31 March 2013 represents the Group’s management and internal reporting structure. Inter-segment transactions are concluded at arm’s
length terms and conditions.
Year ended 31 March 2013 Year ended 31 March 2012
(Reviewed) (Audited)
R’000 R’000
Segment turnover
Security and related production and sales 191 010 115 809
Network and annuity income 22 503 20 374
Supply and maintenance of alternative power sources 112 356 88 687
Holding and management subsidiary companies 14 002 16 106
Inter-company sales (22 859) (25 994)
Total turnover 317 012 214 982
Comprehensive income
Security and related production and sales 8 662 11 137
Network and annuity income 13 453 11 222
Supply and maintenance of alternative power sources 4 119 4 275
Holding and management subsidiary companies 7 345 3 817
Consolidation adjustments (8 319) (9 106)
Total comprehensive income 25 260 21 345
Assets
Security and related production and sales 132 805 114 159
Network and annuity income 49 840 39 454
Supply and maintenance of alternative power sources 58 614 53 172
Holding and management subsidiary companies 166 103 143 659
Consolidation adjustments (188 502) (81 934)
Total assets 288 859 268 510
Liabilities
Security and related production and sales (74 653) (62 267)
Network and annuity income (1 189) (1 033)
Supply and maintenance of alternative power sources (20 348) (17 797)
Holding and management subsidiary companies (111 691) (90 233)
Consolidation adjustments 102 103 67 389
Total liabilities (105 778) (103 939)
6. Related party transactions
Year ended 31 March 2013 Year ended 31 March 2012
(Reviewed) (Audited)
R’000 R’000
The Company and its subsidiaries do have dealings with each other but these
are eliminated on consolidation.
Purchases between subsidiary companies 11 983 15 126
Management fees 10 699 10 420
Operating lease 275 578
7. Prospects
Organically the Group expects to see further growth in profits resulting from our annuity earnings division, Sabre Radio Networks. FSK and
Secequip currently operate in a growing security market and are ideally positioned to take advantage of increased product demand. Amecor’s
power division does not expect to see a sudden upturn in profits resulting from our local economy, but are exploring initiatives to expand into
neighbouring territories with increased demand for alternative power supplies. Amecor continues to seek meaningful growth through our
acquisition programme and maintain year on year growth to the benefit of all stakeholders.
8. Changes to the Board
With effect from 19 June 2013 Shareholders are advised of the following changes in the Amecor Board structure:
Mr Hugh Stephen Courtney has chosen to step down as Non-Executive Chairman of the Board of directors (“the Board”). Mr Courtney will
remain on the Board as a Non-Executive Director and continue to offer his on-going input and support.
Mr Christopher Hardy Boulle was appointed as the Independent Non-Executive Chairman to the Board on 19 June 2013. Mr Boulle has been
an Independent Non-Executive member of the Board for three years, offering much guidance and input on all Company matters. The Board
has full confidence in Mr Boulle’s ability to lead the Group going forward, and looks forward to his continued contribution.
Directors
CH Boulle (Independent non-executive chairman), DH Alexander (Chief executive officer), KA Colley (Financial director and company secretary), KA
Vieira (Operational director), HS Courtney (Non-executive director), M Noge (Independent non-executive director), PFC Ying (Independent non-
executive director)
All of the above directors are South African and are resident in South Africa.
Auditors
Mazars, 2nd Floor Mazars House, 5 St Davids’ Place, Parktown, 2193
(P.O. Box 6697, Johannesburg, 2000)
Transfer Secretaries
Link Market Services Proprietary Limited, 13th Floor, Rennies House, 19 Ameshoff Street, Braamfontein, 2001
(P.O. Box 4844, Johannesburg, 2000)
Registered Office
Amecor House, 14 Richard Road, Industria North, Florida 1714
(P.O. Box 720, Florida Hills, 1714)
Sponsor
Sasfin Capital Limited (A division of Sasfin Limited), 29 Scott Street, Waverly 2090
(P.O. Box 95104, Grant Park, 2051)
On behalf of the board
CH Boulle
Chairman
DH Alexander
Chief Executive
Sandton
21 June 2013
Visit us at www.amecor.com
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