Interim Results

API Group PLC 01 June 2005 API GROUP PLC INTERIM STATEMENT SIX MONTHS ENDED 31 MARCH 2005 1 June 2005 Highlights • Operating profit before goodwill amortisation and exceptional items improved to £0.1m (£0.6m loss) on sales lower at £65.2m (£82.2m) following disposals of loss-making and non-core businesses • Metallised Paper and Converted Products divisions sold during the period for cash consideration of up to £12.6m, £9.0m of which was received in the period • Operating profit from continuing operations, before goodwill amortisation and exceptional items, increased to £1.4m (£1.2m) on sales virtually unchanged at £52.6m (£52.9m) • Loss per share before goodwill amortisation and exceptional items of 3.3p (6.5p loss) • Balance sheet strengthened with net debt reduced to £6.4m, representing gearing of 21% (26% at financial year end) • Group now focused solely on the manufacture of foils and laminates • Full year results will benefit from seasonally stronger second half Commenting on the results, Chief Executive David Walton said: 'We have successfully re-focused API on its profitable foils and laminates activities. We have strong positions in attractive markets, a sound financial base and opportunities for further improvement. The results for the year will benefit from the seasonally stronger second half.' Enquiries: API Group plc 020 7653 3300 David Walton, Chief Executive Financial Dynamics 020 7831 3113 Tim Spratt/Caroline Long As a manufacturer of specialised packaging and security products for the tobacco, drinks, food, luxury and consumer goods sectors, the Group in recent years has faced considerable challenges. Nevertheless, it has successfully repositioned itself as a focused provider of reflective-surfaced packaging materials for premium branded goods. Earlier this year, we completed this process with the disposal of the remaining businesses in the Converted Products division for cash consideration of up to £12.2m, which followed the sale of the heavily loss-making Metallised Paper division in December 2004 for £0.4m in cash. 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. API today has strong positions in attractive markets and the Board is confident of the Group's ability to deliver an appropriate return to shareholders as an independent entity. The trading results for the six months ended 31 March 2005 represent an improvement over the same period in the previous year, although this is largely attributable to the disposal of loss-making and underperforming businesses. The continuing operations performed strongly in the first quarter, but trading conditions were more challenging in the second quarter. There was a marked slowdown in certain markets, which led to a reduction in demand, and the US and European Foils businesses were both affected by the uncertainty caused by the ITW approach. Following the disposal of the Metallised Paper and Converted Products businesses and the termination of offer discussions, the Group is now committed to the development of its profitable foils and laminates business, where there is still scope for further improvement. The Board is conducting a review of the Group's remaining businesses and we will be making changes later this year that will both improve effectiveness and result in substantial overhead reductions. Review of Results For the six months ended 31 March 2005, the Group reported a loss before interest and taxation of £11.7m (£19.7m loss) comprising: • operating profit before goodwill amortisation and exceptional items of £0.1m (£0.6m loss) • goodwill amortisation of £0.2m (£0.2m) • exceptional items of £0.2m (£4.3m) • loss on disposal of discontinued operations of £11.4m (£14.5m), comprising £7.8m loss on sale of assets and a transfer between reserves of £3.6m The operating result before goodwill amortisation and exceptional items for the six months ended 31 March 2005 improved from a £0.6m loss to a profit of £0.1m. The improvement was principally due to the disposal of the Metallised Paper and Converted Products divisions which reported operating losses of £1.3m (£1.8m loss) for the period. Operating profit from continuing operations, before goodwill amortisation and exceptional items, improved to £1.4m (£1.2m) on sales virtually unchanged at £52.6m, reflecting trading conditions in the period as a whole. The exceptional item of £0.2m related to the costs incurred by the Group in connection with the approach made by ITW. Sales in the UK from the Group's continuing businesses increased by 3% to £19.8m (£19.2m) and were virtually unchanged in Continental Europe at £13.9m. A strong performance from Laminates was partially offset by a reduction in sales in the European Foils business. Sales in the US from the Group's continuing businesses decreased by 12% to £10.8m (£12.3m) but much of this decrease was attributable to significant one-off contracts for the Laminates business in the US in the prior year. Underlying sales in the US Foils business increased by 2%, but the continuing weakness of the US dollar adversely affected the result and reported sales declined by 4%. Sales to the Rest of the World increased 4% to £8.1m (£7.8m) principally due to increased exports to these markets from the UK. In contrast, sales in the Chinese Foils business decreased by 23% compared with the previous year. Although 4% of the deterioration was attributable to the continued weakness of the Chinese Renminbi, the main cause was the adverse effect of the restructuring of the domestic Chinese tobacco industry. The Group will receive total consideration of up to £12.6m on the disposal of Metallised Paper and Converted Products. Of this, £9.0m had been received by 31 March 2005, with the balance attributable to a combination of deferred and contingent consideration. A receivable balance of £2.4m has been included within debtors at 31 March 2005, representing the proportion relating to deferred consideration. No allowance had been made for any consideration that is contingent on the future performance of the sold businesses. Loss per share before goodwill amortisation and exceptional items improved to 3.3 pence (6.5 pence loss). The Board is not recommending the payment of an interim dividend. Review of Operations Continuing Operations Operating profits before goodwill amortisation and exceptional items improved slightly in Foils and Laminates to £1.4m (£1.2m) on sales of £52.6m (£52.9m). The US Foils business continues to focus on profit improvement and performed well. Underlying sales increased and the return to profitability achieved towards the end of the prior year was sustained, despite the market slowdown and uncertainty referred to above. Increases in raw materials costs were successfully absorbed through more effective purchasing, reduced waste and price increases. Good progress was also made in reorganising the manufacturing capabilities and the management team successfully pursued a sales strategy that delivered growth in a number of key accounts and product areas. In contrast, the European Foils business experienced challenging trading conditions throughout the first half. Sales reduced in both the UK and Continental Europe offsetting the margin improvement initiatives that had been successfully implemented and it has proven difficult to recover increased raw material costs linked to increases in oil prices. In recent months, the management team has been strengthened and action is now underway to improve manufacturing effectiveness and reduce the cost base. A number of important new products have also been launched and we remain optimistic of some improvement in the second half. In China, restructuring of the domestic tobacco industry resulted in a significant reduction in demand for holographic foil and pressure on margins. Although this was partially offset by growth in other product areas, underlying sales were down by 23% compared with the prior year. Demand is expected to improve, but the extent and timing of the recovery is currently uncertain. In response, the management team has redoubled its efforts to position the business as a provider of higher quality, premium products and we continue to progress major capital projects, such as the relocation of the business to a new facility just outside Shanghai. The Laminates business performed strongly again, with significant volume increases in the traditional drinks and health and beauty sectors and growth in the new markets for media, microwave and other food packaging. During the period, we also successfully implemented Oracle, the Group's new ERP system. In recent years, productivity and factory output have been increased dramatically to support the sustained growth in demand for laminated board products and we are now evaluating the options for investment in additional laminating capacity. Discontinued Businesses The operating loss before goodwill amortisation and exceptional items of the discontinued businesses was £1.3m (£1.8m) on sales of £12.6m (£29.3m). The performance of both the Metallised Paper and Converted Products divisions deteriorated during the periods immediately preceding their sale in December 2004 and January 2005 respectively. Finance Cash Flow The Group's net cash inflow from operating activities in the period was £0.8m (£1.7m outflow). Working capital increased by £1.5m (£3.6m), principally due to an increase in stocks of finished goods, although £1.8m (£3.2m) was attributable to increases that occurred in the discontinued businesses prior to their disposal. Capital expenditure of £2.4m (£1.6m) was slightly below depreciation of £2.5m (£3.6m). Expenditure was in line with expected levels and included £1.3m on implementation of the Group's new Oracle-based ERP system. Returns on investment and servicing of finance of £1.4m (£1.0m) included bank interest and minority dividends. The Group paid interest of £1.0m (£0.6m) compared to the interest charge of £0.8m (£0.8m). The interest charge remains in line with the prior year as the effect of the lower level of average borrowings has been offset by an increase in bank base lending rates. Borrowings Net borrowings were reduced by £4.1m during the period to £6.4m and represented gearing of 21% at 31 March 2005, compared with 26% at 30 September 2004. The Group benefited from receipts of £9.0m from the sale of businesses. However, this was offset by transaction costs of £0.9m, increased cash requirements of the discontinued businesses during the period immediately prior to sale and the normal seasonal increase in working capital in the continuing businesses. The Group's net debt position is expected to further improve in the seasonally stronger second half. Following the sale of the Metallised Paper and Converted Products businesses committed UK bank facilities were reduced by £4.0m to £25.0m, resulting in undrawn UK facilities of £12.2m at 31 March 2005. Shareholders' funds at 31 March 2005 were £30.0m. Net tangible assets per share were equivalent to 89p per share. IFRS All listed companies in the European Union will adopt International Financial Reporting Standards (IFRS) for accounting periods beginning on or after 1 January 2005. The adoption of IFRS will first be reflected in the Group's interim statement for the six months ending 31 March 2006 with appropriate restatement of comparative figures. The Group has implementation plans in place to ensure a smooth transition to IFRS. Although the adoption of IFRS will impact the reported results the underlying performance of the business will be unaffected. People David Hudd, the Group's Non-Executive Chairman and the Chairman of the Audit Committee, will retire by rotation at the next Annual General Meeting to be held in February 2006 and has indicated that he will not be seeking re-election. The Board have nominated Richard Wright, who joined the Board in September 2001 and is currently the Senior Independent Director and also Chairman of the Remuneration Committee, to the role of Non-Executive Chairman following David's retirement. The Nomination Committee will shortly commence a search for another independent Non-Executive director, who would also be expected to assume the responsibilities of Chairman of the Audit Committee. The Board would like to take this opportunity to sincerely thank David for the significant contribution that he has made to the development of the Group since he joined the Board as a Director in July 1998, and for the leadership that he has provided during challenging times since he assumed the role of Non-Executive Chairman in September 2001. Outlook The performance of the US Foils business continues to improve steadily and the European holographic foils and Laminates businesses continue to perform well. Actions taken to address the underperformance in the European Foils businesses, in challenging markets, are beginning to deliver benefits. We remain optimistic of some recovery in demand for holographic foils in China during the second half of the year. The Group is now repositioned as a focused supplier of reflective-surfaced packaging materials for premium branded goods in the US, Europe and Far East. The Board believes that the Group has strong positions in attractive markets and remains confident of the Group's ability to deliver an appropriate return to shareholders. For and on behalf of API Group plc David Hudd David Walton Non-Executive Chairman Group Chief Executive 1 June 2005 Group Profit and Loss Account for the six months ended 31 March 2005 6 months to 31 6 months to 31 12 months to 30 March 2005 March 2004 September 2004 £'000 £'000 £'000 Turnover Continuing operations 52,579 52,930 111,831 Discontinued operations 12,638 29,262 57,714 65,217 82,192 169,545 Operating profit/(loss) Before goodwill amortisation and exceptional items Continuing operations 1,354 1,196 4,196 Discontinued operations (1,288) (1,820) (2,778) 66 (624) 1,418 Goodwill amortisation Continuing operations (204) (204) (406) Discontinued operations - (21) (44) (204) (225) (450) After goodwill amortisation but before exceptional items Continuing operations 1,150 992 3,790 Discontinued operations (1,288) (1,841) (2,822) (138) (849) 968 Exceptional items Continuing operations (158) (837) (1,657) Discontinued operations - (3,503) (6,904) (158) (4,340) (8,561) Group operating profit/(loss) Continuing operations 992 155 2,133 Discontinued operations (1,288) (5,344) (9,726) (296) (5,189) (7,593) Share of operating loss in discontinued (55) - (91) joint venture Total operating loss: group and share (351) (5,189) (7,684) of joint venture Loss on disposal of discontinued operations Before goodwill (7,774) (100) (100) Goodwill previously charged to reserves (3,555) (14,365) (14,365) (11,329) (14,465) (14,465) Profit/(loss) on ordinary activities before interest and taxation Continuing operations 992 155 2,133 Discontinued operations (12,672) (19,809) (24,282) (11,680) (19,654) (22,149) Net interest expense (787) (787) (1,696) Loss on ordinary activities before (12,467) (20,441) (23,845) taxation Taxation (38) (375) (559) Loss on ordinary activities after (12,505) (20,816) (24,404) taxation Profit attributable to equity minority (267) (387) (982) interests Loss attributable to ordinary (12,772) (21,203) (25,386) shareholders Ordinary dividends - - - Balance transferred from reserves (12,772) (21,203) (25,386) pence pence pence Basic and fully diluted loss per share (38.4) (63.7) (76.3) Adjusted loss per share before (3.3) (6.5) (5.7) exceptional items and goodwill amortisation Group Balance Sheet at 31 March 2005 31 March 31 March 30 September 2005 2004 2004 £'000 £'000 £'000 Fixed assets Intangible assets 5,313 5,742 5,516 Tangible assets 28,210 43,141 38,579 Investment in joint venture - 186 490 33,523 49,069 44,585 Current assets Stocks 13,372 17,067 16,957 Debtors 21,597 32,251 34,918 Cash at bank and in hand 7,839 11,996 11,719 42,808 61,314 63,594 Creditors - amounts falling due within one year (28,169) (35,958) (41,251) Net current assets 14,639 25,356 22,343 Total assets less current liabilities 48,162 74,425 66,928 Creditors - amounts falling due after more than (10,908) (22,914) (19,712) one year Provisions for liabilities and charges (1,429) (1,657) (1,499) Accruals and deferred income (228) (418) (323) 35,597 49,436 45,394 Share capital and reserves Called up share capital 8,494 8,463 8,463 Share premium account 51 - - Revaluation reserve 1,866 2,892 2,886 Capital redemption reserve 549 549 549 Merger reserve 17,920 14,365 14,365 ESOP reserve (2,432) (2,513) (2,513) Profit and loss account 3,587 19,982 16,135 Equity shareholders' funds 30,035 43,738 39,885 Equity minority interests 5,562 5,698 5,509 35,597 49,436 45,394 Group Cash Flow Statement for the six months ended 31 March 2005 6 months to 6 months to 12 months to 30 31 March 2005 31 March 2004 September 2004 £'000 £'000 £'000 Reconciliation of operating loss to net cash flow from operating activities Group operating loss (296) (5,189) (7,593) Amortisation and depreciation less government grants 2,591 3,753 6,852 Impairment charge against tangible fixed assets - 3,405 6,665 Profit on disposal of tangible fixed assets other (25) (4) (1) than land and buildings Increase in stocks (2,470) (476) (287) Decrease/(increase) in debtors 4,930 722 (2,000) (Decrease)/increase in creditors (3,980) (3,787) 490 Decrease in provisions - (92) (90) Net cash inflow/(outflow) from operating activities 750 (1,668) 4,036 The cash outflow in respect of working capital movements in the discontinued businesses prior to disposal was £1,818,000 (2004: £3,202,000) Cash flow statement Net cash inflow/(outflow) from operating activities 750 (1,668) 4,036 Returns on investments and servicing of finance (1,446) (1,030) (2,127) Taxation (400) (190) (662) Capital expenditure and financial investment (2,315) (1,565) (3,667) Acquisitions and disposals 7,701 2,171 2,295 Net cash inflow/(outflow) before management of liquid 4,290 (2,282) (125) resources and financing Management of liquid resources - 1,351 1,335 Financing (7,874) 4,099 1,575 (Decrease)/increase in cash in the period (3,584) 3,168 2,785 Exchange movement (296) (568) (462) Balance sheet movement in net cash (3,880) 2,600 2,323 Reconciliation of net cash flow to movement in net debt (Decrease)/increase in cash (3,584) 3,168 2,785 Decrease in short term investments - (1,351) (1,335) Increase in short term borrowing (763) (4,099) (1,775) Decrease in long term borrowing 8,800 - 200 Change in net debt resulting from cash flows 4,453 (2,282) (125) Exchange movement (308) (634) (552) Other non-cash movements (18) - (37) Movement in net debt 4,127 (2,916) (714) Net debt at start of period (10,535) (9,821) (9,821) Net debt at end of period (6,408) (12,737) (10,535) Other Statements 6 months to31 6 months to 12 months to 30 March 2005 31 March 2004 September 2004 £'000 £'000 £'000 Statement of total recognised gains and losses Loss for the period excluding share of joint venture (12,717) (21,203) (25,295) losses Share of joint venture losses for the period (55) - (91) Loss attributable to shareholders (12,772) (21,203) (25,386) Currency translation differences on foreign currency (796) (1,833) (1,503) net investments Total recognised gains and losses relating to the (13,568) (23,036) (26,889) period Prior year adjustment - (435) (435) Total gains and losses recognised since the previous (13,568) (23,471) (27,324) annual report and accounts 6 months to 6 months to 12 months to 30 31 March 2005 31 March September 2004 2004 £'000 £'000 £'000 Reconciliation of movements in shareholders' funds Loss attributable to shareholders (12,772) (21,203) (25,386) New shares issued net of costs 82 - - Exercise of share options to acquire shares held by 81 - - the ESOP Goodwill reinstated on sale of subsidiaries 3,555 14,365 14,365 Currency translation differences on foreign currency net investments (796) (1,833) (1,503) Net deduction to shareholders' funds (9,850) (8,671) (12,524) Opening shareholders' funds (as previously stated) 39,885 52,844 52,844 Reclassification of ESOP shares - (435) (435) Opening shareholders' funds (as restated) 39,885 52,409 52,409 Closing shareholders' funds 30,035 43,738 39,885 Notes Segmental Analysis 6 months to31 6 months to 31 12 months to 30 March 2005 March September 2004 2004 £'000 £'000 £'000 Analysis of turnover by destination United Kingdom Continuing operations 19,833 19,173 42,386 Discontinued operations 6,007 13,162 24,954 25,840 32,335 67,340 Continental Europe Continuing operations 13,899 13,696 27,937 Discontinued operations 5,474 14,095 29,185 19,373 27,791 57,122 Americas Continuing operations 10,783 12,267 25,266 Discontinued operations 66 141 405 10,849 12,408 25,671 Rest of World Continuing operations 8,064 7,794 16,242 Discontinued operations 1,091 1,864 3,170 9,155 9,658 19,412 65,217 82,192 169,545 Analysis of turnover by origin United Kingdom Continuing operations 37,551 36,354 76,905 Discontinued operations 12,631 29,262 57,714 50,182 65,616 134,619 Continental Europe - continuing operations 507 560 1,008 Americas - continuing operations 10,309 10,438 22,206 Rest of World Continuing operations 4,212 5,578 11,712 Discontinued operations 7 - - 4,219 5,578 11,712 65,217 82,192 169,545 Analysis of loss before interest and tax by origin United Kingdom Continuing operations 732 589 2,340 Discontinued operations (1,288) (1,820) (2,778) (556) (1,231) (438) Continental Europe - continuing operations 25 92 166 Americas - continuing operations (22) (597) (558) Rest of World - continuing operations 619 1,112 2,248 66 (624) 1,418 Share of losses in discontinued joint venture (55) - (91) Exceptional items and goodwill amortisation (11,691) (19,030) (23,476) (11,680) (19,654) (22,149) Notes Segmental Analysis (continued) 6 months to31 6 months to 31 12 months to 30 March 2005 March September 2004 2004 £'000 £'000 £'000 Analysis of turnover by activity Continuing operations Foils and Laminates 52,579 52,930 111,831 Discontinued operations Metallised Paper 3,340 10,771 22,959 Converted Products 9,298 18,491 34,755 12,638 29,262 57,714 65,217 82,192 169,545 Analysis of loss before interest and tax by activity Continuing operations Foils and Laminates 2,412 2,460 6,416 Central Costs (1,058) (1,264) (2,220) 1,354 1,196 4,196 Discontinued operations Metallised Paper (767) (1,675) (2,679) Converted Products (521) (145) (99) (1,288) (1,820) (2,778) 66 (624) 1,418 Share of losses in discontinued joint venture (55) - (91) Exceptional items and goodwill amortisation (11,691) (19,030) (23,476) (11,680) (19,654) (22,149) Operating Loss 6 months to31 6 months to 12 months to 30 March 2005 31 March September 2004 2004 £'000 £'000 £'000 Exceptional items charged against operating loss comprise Professional expenses incurred in respect of takeover 158 - - approach Restructuring of operating businesses - 935 1,896 Impairment of tangible assets - 3,405 6,665 158 4,340 8,561 Notes Earnings per share 6 months to 6 months to 12 months to 31 March 31 March 30 September 2005 2004 2004 pence £'000 pence £'000 pence £'000 Earnings per share are based on Loss attributable to (38.4) (12,772) (63.7) (21,203) (76.3) (25,386) shareholders Add loss on disposal of 34.0 11,329 43.5 14,465 43.5 14,465 discontinued operations Add exceptional items 0.5 158 13.0 4,340 25.7 8,561 Add goodwill amortisation 0.6 204 0.7 225 1.4 450 Adjusted loss attributable (3.3) (1,081) (6.5) (2,173) (5.7) (1,910) to shareholders Basic and diluted weighted 33,273,392 33,262,578 33,262,578 average number of ordinary shares The weighted average number of shares excludes the shares owned by the API Group plc No.2 Employee Benefit Trust. Basis of Preparation The interim statements have been prepared in accordance with the accounting policies set out in the financial statements for the year ended 30 September 2004. Publication of Non-Statutory Accounts The financial information contained in this interim statement is unaudited and does not constitute statutory accounts as defined in section 240 of the Companies Act 1985. The financial information for the full preceding year is based on the statutory accounts for the financial year ended 30 September 2004. Those accounts, upon which the auditors issued an unqualified opinion, have been delivered to the Registrar of Companies. Interim Statement The interim statement is being mailed to shareholders on 8 June 2005 and will be available at the company's registered office, Second Avenue, Poynton Industrial Estate, Poynton, Stockport, Cheshire, SK12 1ND. Independent Review Report To API Group plc Introduction We have been instructed by the company to review the financial information for the six months ended 31 March 2005, which comprises Group Profit and Loss Account, Group Balance Sheet, Group Cash Flow Statement, Statement of Total Recognised Gains and Losses, Reconciliation of Movements in Shareholders' Funds and the related notes. We have read the other information contained in the interim report and considered whether it contains any apparent misstatements or material inconsistencies with the financial information. This report is made solely to the company in accordance with guidance contained in Bulletin 1999/4 'Review of interim financial information' issued by the Auditing Practices Board. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company, for our work, for this report, or for the conclusions we have formed. Directors' responsibilities The interim report, including the financial information contained therein is the responsibility of, and has been approved by, the directors. The directors are responsible for preparing the interim report in accordance with the Listing Rules of the Financial Services Authority which require that the accounting policies and presentation applied to the interim figures should be consistent with those applied in the preceding annual accounts except where any changes, and the reasons for them, are disclosed. Review work performed We conducted our review in accordance with guidance contained in Bulletin 1999/4 'Review of interim financial information' issued by the Auditing Practices Board for use in the United Kingdom. A review consists principally of making enquiries of group management and applying analytical procedures to the financial information and underlying financial data and based thereon, assessing whether the accounting policies and presentation have been consistently applied, unless otherwise disclosed. A review excludes audit procedures such as tests of controls and verification of assets, liabilities and transactions. It is substantially less in scope than an audit performed in accordance with United Kingdom Auditing Standards and therefore provides a lower level of assurance than an audit. Accordingly we do not express an audit opinion on the financial information. Review conclusion On the basis of our review we are not aware of any material modifications that should be made to the financial information as presented for the six months ended 31 March 2005. Ernst & Young LLP Manchester 1 June 2005 This information is provided by RNS The company news service from the London Stock Exchange
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