Final Results

API Group PLC 06 December 2005 6 December 2005 API GROUP PLC Preliminary Results for the year ended 30 September 2005 • Results in line with September trading statement. • Continuing businesses produce satisfactory performance. • Sales reduced by 5.3% to £105.6m and operating profit before goodwill and exceptional items reduced to £3.3m (2004: £4.6m). • Significant improvements achieved in Foils businesses in US and Europe, but reduced performance in China. • Performance of Laminates reduced compared with exceptional year in 2004. • Material gains achieved in productivity and efficiency, but offset by substantial increases in oil-related input costs such as utilities and polyester. • Group sales down 30.2% to £118.4m reflecting the impact of discontinued businesses. • Group operating profit before goodwill amortisation and exceptional items improved to £1.8m (2004: £1.4m). • Group operating profit after goodwill amortisation and exceptional items improved to £0.5m (2004: loss £7.6m). • Adjusted loss per share improved to 1.9p (2004: loss 5.7p). • Metallised Paper and Converted Products divisions sold for cash consideration of up to £13.0m, £9.8m of which was received during the period. • Strengthened financial position with net borrowings reduced to £6.7m (2004: £10.5m), representing gearing of 21.6% (2004: 26.4%). • Further progress expected in 2006. Commenting on the results and future, Chairman David Hudd said: 'Although this has been a challenging year for API in many ways, much has been accomplished. The Group is now focused on two profitable divisions which offer good opportunities for growth, and we have made a number of strategic investments. The poorly performing Metallised Paper and Converted Products businesses have been sold and the balance sheet has been strengthened. API is therefore entering the new financial year in a significantly stronger position, both financially and operationally, than it has been in for many years. The Group has strong positions in attractive markets with good opportunities for growth and margin improvement. We are confident that further progress will be made in 2006.' Enquiries: API Group plc 020 7831 3113 David Walton, Chief Executive Financial Dynamics 020 7831 3113 Tim Spratt/Caroline Wells EXTRACTS FROM CHAIRMAN'S STATEMENT RESULTS FOR THE YEAR ENDED 30 SEPTEMBER 2005 In recent years, the Group has faced considerable challenges as changes have taken place in global markets for packaging and security products. Emerging competition from the Far East and Eastern Europe and more sophisticated market behaviour in Europe and the US have accelerated the pace of change and increased pressure on margins. Some time ago, the Group recognised the need to critically review the sectors and activities in which it operated and to reposition itself in markets that offered good prospects for long-term growth and profitability. As a consequence, earlier this year, we successfully completed the withdrawal from non-core businesses, disposing of the Metallised Paper and Converted Products divisions and realising proceeds of up to £13.0m. The Group is now concentrated on its Foils and Laminates activities and has repositioned itself as a focused provider of specialist packaging materials for premium-branded goods, a sector which we believe offers good opportunities for growth and where it has traditionally been possible to earn higher margins. Shortly after the conclusion of this process, in January 2005, the Group received an approach from Illinois Tool Works, Inc. ('ITW'), a large US-based industrial conglomerate. This led to an announcement on 11 February that the Board was in discussions regarding the possibility of a public offer being made to acquire the Group. Detailed discussions were held with ITW, but those discussions were terminated on 13 April 2005 and a period of uncertainty was put behind us. The Group's continuing operations performed well in the face of difficult market conditions. Operating margins in Foils improved by 25% over the previous year despite the dramatic rise in oil-based raw material and utility prices, the impact of the restructuring of the Chinese tobacco industry and the slowdown in Europe over the summer, with particularly good progress made in the US and in the European holographic foil business. Although both sales and profits were down in Laminates, this represented a return to normal activity following an exceptional year in 2004 and the return on sales still compares favourably with historical levels and industry averages. Although Group sales for the year reduced by 30.2% to £118.4m, this was largely as a result of the impact of discontinued businesses. Sales in our continuing businesses reduced by 5.3% to £105.6m, due to weak demand in European markets throughout the summer months and the downturn in China. Group operating profit before goodwill amortisation and exceptional items improved to £1.8m (£1.4m). The loss before tax was £17.0m (£23.8m), although this was after charging exceptional items of £16.0m (£14.5m) in connection with the disposal of discontinued businesses. Of this, £14.1m (£14.4m) related to non-cash items. The Group's net borrowings reduced to £6.7m (£10.5m) representing gearing of 21.6% (26.4%). Net assets per share, excluding intangibles, were 89p (118p). The Board is not proposing a dividend. At the next Annual General Meeting, to be held on 1 February 2006, I will be retiring from the Board, having served as a Director for seven years. Richard Wright, who joined the Board as a Director in 2001, has considerable experience of the Group and is currently our Senior Non-Executive Director. Richard will replace me as Non-Executive Chairman and I wish him, David Walton our Chief Executive and the Group every success. This has been a challenging year for the Group in many different ways. Notwithstanding this, much has been accomplished and the Board of Directors would like to thank our employees who through their hard work, commitment and professionalism have made a major contribution to the Group's performance. I am pleased to say that we have entered the new financial year with the Group in a significantly stronger position, both financially and operationally, than it has been for many years. API is now focused on its core activities, has a clear and deliverable business strategy and is well positioned to deliver further profit improvement and sales growth. EXTRACTS FROM CHIEF EXECUTIVE'S REVIEW RESULTS FOR THE YEAR ENDED 30 SEPTEMBER 2005 As a manufacturer of specialised packaging and security products for the tobacco, drinks, luxury and consumer goods markets, the Group has faced considerable challenges in recent years. Rapidly evolving markets, more sophisticated customer purchasing behaviour and emerging threats from manufacturers in Eastern Europe and the Far East have all lead to significant changes in the competitive landscape, eroding profitability in several of the Group's businesses. As a result of these changes, it became necessary to critically review not only the current performance of the Group's activities but also to consider their long-term prospects and future viability and to make major and clear decisions regarding the future direction of the Group. During the year, the Group disposed of its Metallised Paper division and the remaining businesses in its Converted Products division for cash consideration of up to £13.0m. The Metallised Paper business had been heavily loss-making for many years and changes in the competitive environment meant that the prospects for return to profitability in the short to medium term were not good. The Converted Products businesses were involved in the manufacture of specialised plastic products for which the markets were becoming increasingly commoditised, more competitive and less profitable. The Group is now concentrated on its core Foils and Laminates activities and has successfully repositioned itself as a focused supplier of reflective, metallic-finished and laminated products for use in the packaging of premium branded goods. Geographically, we have a strong presence in the US, Europe and the Far East. In future, we will be pursuing a strategy which is based upon strengthening our sales, marketing and distribution capabilities in key markets and sectors, enhancing the technical performance, quality and consistency of our product range, driving down manufacturing costs through process improvement and sourcing an increasing proportion of the products which we sell from lower cost economies. During 2005, we have been working successfully on a number of key initiatives: • Diversification into higher margin markets - While tobacco and drinks will remain amongst the most important markets for the Group's products, we have made good progress in accelerating the rate of diversification into sectors such as luxury goods, consumer products and pharmaceuticals where higher margins can be obtained. • Establishment of a broader distribution base within Europe - We recently acquired a key distributor in the strategically important German market and are actively looking for opportunities to expand coverage in other key geographical markets. • Improving service levels - We recently reorganised and strengthened our sales and technical capabilities throughout the Group and are already seeing improvements in levels of customer satisfaction. • Enhancing the technical performance of our products - During 2005, our product development group has been working hard to strengthen our product offering. We have initiated a programme of revisions and upgrades to popular, well-established products and during 2005 launched a number of significant new product ranges, particularly in the area of metallics where we have struggled to remain competitive in recent years. • Reducing production costs - Our facilities in Europe and the US are utilising continuous improvement methodologies, such as six-sigma, 5S and LEAN to drive down manufacturing costs and improve quality levels. We are supporting these initiatives with appropriate capital investment. • Strategic sourcing initiatives - We have begun the relocation and significant expansion of our foil manufacturing business in China, which will supply an increasing proportion of the products sold in Europe and the US. In addition, we are collaborating with a number of manufacturers of foils and laminates in the US and Japan to broaden our product offering, particularly in the areas of specialised holographic products and foil products suitable for application to plastic substrates. Each of these initiatives will continue to be a key focus in 2006 as we seek to strengthen and expand our presence in our chosen markets. In the last year our total capital expenditure was £4.8m (2004: £3.4m). OPERATING RESULTS The key financial data for the year ended 30 September 2005 is as follows: • Sales reduced by 30.2% to £118.4m, while operating profit before goodwill amortisation and exceptional items improved to £1.8m (£1.4m), due principally to the disposal of the Metallised Paper and Converted Products divisions during the year. • The Group's operating profit after goodwill amortisation and exceptional items improved significantly to a profit of £0.5m compared with a loss of £7.6m in the previous year. Continuing Businesses Sales from continuing businesses reduced by 5.3% to £105.6m and operating profit before goodwill amortisation and exceptional items reduced to £3.3m (£4.6m) due to the following factors: • Return to normal levels of activity in the Laminates business, following an exceptional year in 2004. • Reduction in demand for holographic foil in China due to restructuring of the domestic tobacco industry. • General slowdown and reduction in demand in European consumer packaging markets during the summer months. • The failure of a major UK customer. Sales declined by 4.5% to £40.5m in the United Kingdom and by 5.1% to £26.5m in Continental Europe. Following a first half in which sales were 2.6% higher than the previous year and in which Foils and Laminates both performed well, we experienced a marked slowdown during the second half of the year - as we reported in a trading update in September. Demand from manufacturers of premium-packaging products was sluggish throughout Europe, affecting both Foils and Laminates. There was also disruption to the European foils distribution network due to competitor activity which adversely affected sales in southern Europe, particularly in Spain and Italy. Sales in the US declined by 11.0% to £22.2m, but as reported at the half year, this was due to the non-recurrence of one-off contracts for Laminates which had boosted sales in the prior year. The Group's US foils business continued to perform well during the year, achieving underlying sales growth of 3.5%. Sales increased by 1.3% to £16.4m in the Rest of the World as good growth in Asia-Pacific, India, Russia and other emerging markets offset the reduction in tobacco-related sales in China. Operating profit before goodwill amortisation and exceptional items reduced to £3.3m (£4.6m). The Foils and Laminates businesses generated operating profits of £5.5m (£6.8m), representing a return on sales of 5.2% (6.1%), while central costs remained stable at £2.2m. The reduction in operating profits was due principally to the return to normal activity in Laminates and lower earnings from the sale of holographic foils to the Chinese tobacco industry. In contrast, the US foils business continued to improve steadily, returning to healthy levels of profitability for the first time in many years, and operating profits nearly doubled in the European foils businesses. Discontinued Businesses The Group disposed of its heavily loss-making Metallised Paper division in December 2004 and the remnants of its Converted Products division in January 2005, realising total proceeds of up to £13.0m, of which £9.8m was received prior to the year end. A decision has also been taken to discontinue the loss-making Chromagem holographic design business, which is based in the US. The operating loss before goodwill amortisation and exceptional items of the discontinued businesses was £1.5m (loss £3.1m) on sales of £12.8m (£58.1m). The performance of both the Metallised Paper and Converted Products divisions had deteriorated significantly during the periods prior to their sale. REVIEW OF CONTINUING OPERATIONS Foils The Group's foils businesses produce a range of reflective and holographic, metallic-finished products used by international manufacturers of packaging for premium branded goods. The Group has a significant share of the market for metallic and pigment foils in the luxury, consumer products, pharmaceutical and tobacco sectors and has a highly regarded holographic capability. The Foils business is a worldwide operation with manufacturing sites in North America, Europe and China, and sales and distribution facilities in each of its key markets. Foil sales decreased by 4.3% compared with the previous year. Approximately two thirds of the reduction occurred in China, where restructuring of the domestic tobacco industry adversely affected demand for high margin holographic foils, while the remainder occurred in Europe where market conditions were challenging in the second half of the year. The US foils business performed well, increasing underlying sales by 3.5% despite strong domestic competition. Operating margins improved by more than 20% compared with the previous year despite significant increases in raw material costs and notwithstanding the deterioration that occurred in China. Raw material costs are closely linked to the oil price and we experienced considerable increases in these and utility costs during the year. While it has proven difficult to recover increases through higher pricing due to competitive pressure, the work which has been done to improve process efficiency has yielded benefits and profits were up considerably in both the US and European businesses. The Chinese foils business experienced a difficult year in 2005. Consolidation of the domestic tobacco industry significantly reduced demand for high-margin holographic foils and the resulting over-capacity in the market led to fierce price competition that eroded margins on holographic products generally. While we responded aggressively with improved quality and competitive pricing, market conditions remain tough. In contrast, good progress has been made in domestic markets for general-purpose graphics foil. Sales growth in excess of 10% has been achieved in these markets and many innovative new products have been developed and successfully launched. Export sales also increased substantially, with significant volumes now sold into new markets such as India and Russia, together with an increase in export sales throughout the Asia-Pacific region generally. Additionally, the European foils business now imports a high proportion of its graphics foil range from China and bulk shipments to the US have just commenced. In Europe, the holographic foil business based in Salford performed strongly. A new management team has been in place since mid-2004 and during this time quality standards and productivity have been steadily improving. These efforts have been rewarded with strong sales growth and significant improvement in margins. In contrast, the graphics and pigment foils business based in Livingston had a difficult year. Price pressure and increased competition adversely impacted sales in the first half, the business then suffered from the general slowdown in the packaging sector experienced during the summer months and the situation was further exacerbated by Boxstar Limited, one of its major customers, being put into administration in September 2005. The management team was strengthened earlier this year and much has been done to address deficiencies in the product range and improve manufacturing productivity. These efforts were reflected in some improvement in profitability during the current year, but more importantly a solid foundation has been laid for further progress in 2006. The US foils business continued with its focus on improving productivity and efficiency and maintained its steady upward trend in performance, returning to profitability for the first time in several years. Increases in raw material and utility costs were successfully absorbed through more effective purchasing, reduced waste and price increases. Good progress has been made in reorganising manufacturing and the sales strategy has delivered growth in a number of key product areas. While we will continue to maintain the strong, national identities of each of our foils businesses, there are good opportunities for our Foils division as an increasingly international, integrated, world-wide business. Development is therefore underway in a number of areas in support of this strategy including the following: • During the year, we commenced a programme of phased capital investment which will see new metallising and embossing capacity come on stream in 2006 in the US and Europe. • We have begun the process of rationalising our product range and consolidating manufacture of each product into a single location. This will enable us to realise economies of scale in manufacturing and improve product quality and consistency. • We continue to progress the relocation of our Chinese facility. We have recently purchased land and expect construction of a new facility to commence during 2006. In addition to improving our capabilities in China, this project will provide us with the opportunity to manufacture large quantities of high-quality graphic foils at low-cost and should significantly improve our ability to compete effectively in the US and European markets. • A number of new products targeted at the volume market in Europe and the US and manufactured in China were launched during the latter stages of 2005 and these are performing ahead of expectations. • We recently completed the acquisition of a key distributor in Germany and are actively looking to expand our presence in a number of other key markets. We continue to believe that the foils business offers good opportunities for growth and that further margin improvement is achievable. Laminates The Laminates business produces a range of laminated paperboard products used by international packaging manufacturers in the construction of cartons and boxes for premium branded goods. Often such products incorporate a metallic or holographic finish and consequently there are opportunities for synergies with the Group's foils business. API has a significant share of the tobacco, drinks and luxury products markets and a developing presence in the consumer products and pharmaceuticals sectors. Based in the UK, Laminates serves principally the UK and Western European market. The division enjoyed an exceptional year in 2004 due to the high volume of promotional work associated with product launches by major tobacco companies. This led to significant one-off projects in the US and Far-East and also increased sales in Europe. In 2005, the mix of business returned to normal and consequently there was a decline in profitability, although the overall return on sales continued to compare favourably with that achieved in previous years and with industry averages. Although sales and margins were both below the levels achieved during 2004, Laminates performed well during the year in the face of often difficult market conditions. Sales in the traditional tobacco, drinks and health and beauty sectors remained strong, although there was considerable pressure on margins, particularly in the UK, and good progress was made in new product areas such as food, pharmaceutical and personal care. Like the European foils business, Laminates suffered badly from the general slowdown experienced during the summer months and was impacted by the collapse of Boxstar Limited. The situation was further exacerbated by industrial action over the summer months at a number of Finnish paper and board manufacturers, which adversely affected the supply of paperboard and impacted our ability to fulfil orders during the seasonally busier final quarter of the year. Although the tobacco and drinks sectors in the UK and Western Europe will continue to be of fundamental importance to Laminates for the foreseeable future, we believe that the most attractive opportunities for development lie in markets such as luxury goods, pharmaceuticals, personal care and food products where we already have a growing presence. The sales force and technical group has recently been reorganised and strengthened and will increasingly focus on developing these markets. During 2006, we will bring on stream sheet-fed lamination capability to enable us to become more responsive and flexible and better service customers in both traditional and new sectors. During the period, we also successfully implemented Oracle, the Group's new ERP system, and this is already beginning to yield financial benefits. We continue to believe that there are opportunities to leverage our position as one of Europe's leading manufacturers of laminated products to achieve growth in both sales and profits. We recognise that the Laminates business is heavily focused on traditional markets and we are examining a number of options for expanding our geographical presence within Europe and for penetration into the attractive US and Far Eastern markets. PROSPECTS Although trading conditions are expected to remain tough in most of the Group's markets, we are confident of achieving further improvement in 2006. The US and Chinese foils businesses are expected to continue to improve steadily and the European foils business is positioned for growth and margin improvement following the successful launch of a number of new products, increasing availability of competitively priced products from China and recent expansion of the distribution base. While conditions for Laminates remain more challenging, we are optimistic that the recent reorganisation of the sales and technical teams and the capital investment in sheet-fed laminating capacity will deliver benefits during 2006. The Group is now repositioned as a focused supplier of reflective, metallic-finished and laminated products for use in the packaging of premium branded goods, with a strong presence in the US, Europe and the Far East. We have made a number of strategic investments during 2005 that are already delivering benefits to the Group and we will continue to invest in the expansion and development of the Foils and Laminates businesses. The Board believes that the Group has strong positions in attractive markets with good opportunities for growth and margin improvement and remains confident that further progress will be made in 2006. GROUP PROFIT & LOSS ACCOUNT for the year ended 30 September 2005 ___________________________________________________________________________________________________________________ 2005 2004 £'000 £'000 Group Turnover Continuing operations 105,570 111,442 Discontinued operations 12,780 58,103 118,350 169,545 Operating profit/(loss) Before goodwill amortisation and exceptional items Continuing operations 3,271 4,554 Discontinued operations (1,520) (3,136) 1,751 1,418 Goodwill amortisation Continuing operations (407) (406) Discontinued operations - (44) (407) (450) After goodwill amortisation but before exceptional items Continuing operations 2,864 4,148 Discontinued operations (1,520) (3,180) 1,344 968 Exceptional items Continuing operations (430) (1,657) Discontinued operations (454) (6,904) (884) (8,561) Group operating profit / (loss) Continuing operations 2,434 2,491 Discontinued operations (1,974) (10,084) 460 (7,593) Share of operating loss in joint venture (55) (91) Total operating profit / (loss): group and share of joint venture 405 (7,684) Loss on disposal of discontinued operations Before goodwill (8,120) (100) Goodwill previously charged to reserves (7,917) (14,365) (16,037) (14,465) Loss on ordinary activities before interest and taxation Continuing operations 2,434 2,491 Discontinued operations (18,066) (24,640) (15,632) (22,149) Net interest (1,407) (1,696) Loss on ordinary activities before taxation (17,039) (23,845) Taxation (338) (559) Loss on ordinary activities after taxation (17,377) (24,404) Equity minority interests (574) (982) Loss attributable to shareholders (17,951) (25,386) Dividends - - Balance transferred from reserves (17,951) (25,386) Basic and fully diluted loss per share (53.6) (76.3) Adjusted loss per share (before goodwill amortisation and exceptional items) (1.9) (5.7) GROUP BALANCE SHEET as at 30 September 2005 ___________________________________________________________________________________________________________________ 2005 2005 2004 2004 £'000 £'000 £'000 £'000 Fixed assets Intangible assets 5,818 5,516 Tangible assets 28,692 38,579 Investment in joint venture Share of gross assets - 626 Share of gross liabilities - - (136) 490 34,510 44,585 Current assets Stocks 12,869 16,957 Debtors 20,677 34,918 Cash at bank and in hand 10,396 11,719 43,942 63,594 Creditors - amounts falling due within one year (25,668) (41,251) Net current assets 18,274 22,343 Total assets less current liabilities 52,784 66,928 Creditors - amounts falling due after more than one year (14,980) (19,712) Provisions for liabilities and charges (1,367) (1,499) Accruals and deferred income - (323) Net assets 36,437 45,394 Share capital and reserves Called up share capital 8,592 8,463 Share premium account 211 - Revaluation reserve 1,866 2,886 Capital redemption reserve 549 549 Merger reserve - 14,365 ESOP reserve (251) (2,513) Profit and loss account 20,010 16,135 Shareholders' funds 30,977 39,885 Equity minority interests 5,460 5,509 36,437 45,394 GROUP CASH FLOW STATEMENT for the year ended 30 September 2005 ___________________________________________________________________________________________________________________ 2005 2004 £'000 £'000 Reconciliation of operating loss to net cash inflow from operating activities Group operating profit / (loss) 460 (7,593) Amortisation and depreciation less government grants 4,607 6,852 Impairment charge against tangible fixed assets 212 6,665 Loss / (profit) on disposal of fixed assets, other than land & buildings 149 (1) Increase in stocks (892) (287) Decrease / (increase) in debtors 6,043 (2,000) (Decrease) / increase in creditors (6,424) 490 Decrease in provisions (590) (90) Net cash inflow from operating activities 3,565 4,036 Cash outflow of £672,000 (2004: £1,896,000) resulted from operating exceptional items incurred during the year 2005 2005 2004 2004 £'000 £'000 £'000 £'000 Cash flow statement Net cash inflow from operating activities 3,565 4,036 Returns on investment and servicing of finance Interest paid (1,483) (1,410) Interest received 117 73 Dividends paid to minority interests (788) (2,154) (790) (2,127) Taxation UK - 18 Overseas (563) (563) (680) (662) Capital expenditure and financial investment Payments to acquire tangible fixed assets (4,806) (3,393) Receipts from sales of tangible fixed assets 50 216 Payments to acquire investments - (4,756) (490) (3,667) Acquisitions and disposals Sale of subsidiary undertakings 8,057 2,119 Net (cash) / overdrafts disposed of with subsidiary (24) 219 undertakings Acquisition (1,069) 6,964 (43) 2,295 Net cash flow before management of liquid resources and financing 3,056 (125) Management of liquid resources - 1,335 Financing (Decrease) / increase in short term borrowing (575) 1,775 Decrease in long term borrowing (4,735) (200) Issue of ordinary share capital 340 - Cash received from ESOP trust 347 - Increase in cash in the period (1,567) 2,785 Exchange movement 244 (462) Balance sheet movement in net cash (1,323) 2,323 GROUP CASH FLOW STATEMENT for the year ended 30 September 2005 ___________________________________________________________________________________________________________________ Notes to the cash flow 2004 Cash Acquisition Exchange Other 2005 statement flow non-cash movements £'000 £'000 £'000 £'000 £'000 £'000 A. Analysis of net debt Cash at bank and in hand 11,719 (1,567) - 244 - 10,396 Short term borrowing (2,575) 575 (102) - - (2,102) Long term borrowing (19,679) 4,735 - - (36) (14,980) Net debt (10,535) 3,743 (102) 244 (36) (6,686) 2005 2004 £'000 £'000 B. Reconciliation of net cash flow to movement in net debt (Decrease) / increase in cash (1,567) 2,785 Decrease in short term investments - (1,335) Decrease / (increase) in short term borrowing 575 (1,775) Decrease in long term borrowing 4,735 200 Change in net debt resulting from cash flows 3,743 (125) Exchange movement 244 (552) Loans assumed on acquisition (102) - Other (36) (37) Movement in net debt 3,849 (714) Net debt at start of period (10,535) (9,821) Net debt at end of period (6,686) (10,535) OTHER STATEMENTS for the year ended 30 September 2005 ___________________________________________________________________________________________________________________ 2005 2004 £'000 £'000 Statement of total recognised gains and losses Loss for the financial year excluding share of losses of joint venture (17,896) (25,295) Share of joint venture's losses for the year (55) (91) Loss attributable to shareholders (17,951) (25,386) Currency translation differences on foreign currency net investments 439 (1,503) Total recognised gains and losses relating to the year (17,512) (26,889) Prior year adjustment - (435) Total gains and losses recognised since previous annual report and accounts (17,512) (27,324) 2005 2004 £'000 £'000 Reconciliation of movements in shareholders' funds Loss attributable to shareholders (17,951) (25,386) New shares issued net of costs 340 - Exercise of share options to acquire shares held by the ESOP trust 347 - Goodwill reinstated on sale of a subsidiary 7,917 14,365 Currency translation differences on foreign currency net investments 439 (1,503) Net deduction from shareholders' funds (8,908) (12,524) Opening shareholders' funds 39,885 52,409 Closing shareholders' funds 30,977 39,885 NOTES SEGMENTAL ANALYSIS Analysis of turnover by destination 2005 2005 2004 2004 £'000 £'000 £'000 £'000 United Kingdom Continuing operations 40,460 42,375 Discontinued operations 6,024 46,484 24,965 67,340 Continental Europe Continuing operations 26,516 27,933 Discontinued operations 5,474 31,990 29,189 57,122 Americas Continuing operations 22,205 24,952 Discontinued operations 181 22,386 719 25,671 Rest of World Continuing operations 16,389 16,182 Discontinued operations 1,101 17,490 3,230 19,412 118,350 169,545 Analysis by origin Turnover Profit/(loss) before Net operating assets interest and tax 2005 2004 2005 2004 2005 2004 £'000 £'000 £'000 £'000 £'000 £'000 United Kingdom - continuing 71,342 75,080 1,663 2,340 16,950 34,282 United Kingdom - discontinued 12,631 57,714 (1,213) (2,778) - - 83,973 132,794 450 (438) 16,950 34,282 Continental Europe - continuing 871 1,008 112 166 290 - Americas - continuing 21,873 21,817 430 (200) 11,844 11,512 Americas - discontinued 143 389 (307) (358) - - 22,016 22,206 123 (558) 11,844 11,512 Rest of World - continuing 11,484 13,537 1,066 2,248 6,487 6,383 Rest of World - discontinued 6 - - - - - 11,490 13,537 1,066 2,248 6,487 6,383 118,350 169,545 1,751 1,418 35,571 52,177 Share of joint venture - - (55) (91) - - Exceptional items and goodwill - (17,328) - amortisation - (23,476) - Non operating assets - - - - 866 (6,783) 118,350 169,545 (15,632) (22,149) 36,437 45,394 NOTES (cont'd) __________________________________________________________________________________________________________________ Analysis by activity Turnover Profit/(loss) before Net operating assets interest and tax 2005 2004 2005 2004 2005 2004 £'000 £'000 £'000 £'000 £'000 £'000 Continuing - Foils & Laminates 105,570 111,442 5,502 6,774 35,571 36,927 Continuing - Central costs - - (2,231) (2,220) - - 105,570 111,442 3,271 4,554 35,571 36,927 Discontinued - Metallised Paper 3,340 22,959 (693) (2,679) - 2,476 Discontinued - Converted Products 9,297 34,755 (520) (99) - 12,774 Discontinued - Chromagem 143 389 (307) (358) - - 12,780 58,103 (1,520) (3,136) - 15,250 118,350 169,545 1,751 1,418 35,571 52,177 Share of joint venture - - (55) (91) - - Exceptional items and goodwill - amortisation - (17,328) (23,476) - - Non operating assets - - - - 866 (6,783) 118,350 169,545 (15,632) (22,149) 36,437 45,394 OPERATING LOSS 2005 2004 £'000 £'000 Exceptional items charged against operating loss comprise Restructuring of operating businesses 672 1,896 Impairment of tangible assets 212 6,665 884 8,561 EARNINGS PER SHARE 2005 2004 pence £'000 pence £'000 Earnings per share are based on Loss attributable to shareholders (53.6) (17,951) (76.3) (25,386) Add exceptional items 2.6 884 25.7 8,561 Add goodwill amortisation 1.2 407 1.4 450 Add loss on disposal of discontinued operations 47.9 16,037 43.5 14,465 Adjusted loss attributable to ordinary shareholders (1.9) (623) (5.7) (1,910) Basic weighted average number of ordinary shares 33,468,246 33,262,578 BASIS OF PREPARATION The accounts have been prepared on the basis of the accounting policies set out in the Group's Annual Report and Accounts for the year ended 30 September 2004. PUBLICATION OF ABRIDGED ACCOUNTS The preliminary announcement figures for the year ended 30 September 2005 and the comparative figures for the year ended 30 September 2004 are an abridged version of the Group's statutory accounts which carry an unqualified audit report and do not contain a statement under S237 (2) or (3) of the Companies Act 1985. The Group's audited statutory accounts for the year ended 30 September 2005 will be filed in due course with the Registrar of Companies. The Group's audited statutory accounts for the year ended 30 September 2004 have been filed with the Registrar of Companies. The Annual Report and Accounts for the year ended 30 September 2005 will be posted to shareholders by 3 January 2006 prior to the Annual General Meeting on 1 February 2006. Copies of the Annual Report and Accounts will be available to members of the public from 4 January 2006 at the Group's registered office at Second Avenue, Poynton Industrial Estate, Poynton, Cheshire SK12 1ND. CONTINGENT LIABILITIES The consideration for the sale of the Converted Products Division includes a deferred element totalling £2.0 million. It is payable in January 2007 and, should the purchaser default, it is guaranteed by an independent insurance company. A potential claim has recently been received from the purchasers of the Converted Products Division, Tri-Q Limited which may affect the recoverability of £750,000 of the deferred consideration. The Directors consider that any claim will be unsuccessful and will robustly defend any legal action. Legal advice obtained indicates that a successful outcome is probable and consequently, no provision against the recoverability of the deferred consideration has been made in the accounts. INTERNATIONAL FINANCIAL REPORTING STANDARDS The accounts for the six months ending 31 March 2006 will be prepared under International Financial Reporting Standards (IFRS). Had the accounts for the year ended 30 September 2005 been prepared using these standards, the reported loss after taxation would have been £0.4 million lower and shareholders' equity at 30 September 2005, which under UK GAAP was £31.0 million would have been £22.8 million. The reduction in shareholders' equity relates mainly to a change in the method of accounting for the deficit on the Group's defined benefit pension scheme. The decrease in the reported loss after taxation results principally from ceasing to amortise goodwill. This information is provided by RNS The company news service from the London Stock Exchange
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