Preliminary Results

3(rd) June 2010 API Group plc Preliminary results for the year ended 31 March 2010 API Group plc (AIM: API), the specialist foils and packaging materials group, today releases preliminary results for the year ended 31 March 2010. ·         Full year sales of £84.6m; 12.5% lower at constant exchange rates. ·         Operating profits up from £0.1m to £0.9m. ·         Strong rebound in the second half of the financial year, with operating profits of £1.9m (first half loss: £1.0m) on sales 9.7% ahead of the first six months. ·         Loss on continuing operations before tax and exceptional items of £2.2m (2009: £2.5m). ·         £5.1m impairment of fixed assets in China (£2.6m after adjustment for minority interests). ·         IAS pension deficit, net of deferred tax, increased by £6.7m to £11.8m. ·         Earnings per share of 0.2p compared to a loss of 5.5p per share for 2008/9. ·         Net debt increased £3.8m as a result of negative cash flows in China and general increase in working capital to support second half sales growth. ·         New 3.5 year banking facilities in the UK and US.  Completion of exercise to re-balance debt across the Group.  Full covenant compliance. Commenting, API's Non-Executive Chairman, Richard Wright said: "Following difficult trading conditions in the first six months, I am pleased to report a much healthier operating performance in the second half of the financial year.  Overall, the Group has continued to make progress despite the challenging economic environment and, while we have more work to do in China, the performance of our European businesses has been particularly encouraging. Overall, results have started to show the benefit of our reduced cost base as volumes have improved and we would expect that trend to continue as markets recover further." Enquiries: +---------------------------+-----------------------------+--------------------+ |Andrew Turner |Chief Executive |+44 (0) 1625 650334 | | |API Group plc | | +---------------------------+-----------------------------+--------------------+ |Chris Smith |Finance Director |+44 (0) 1625 650334 | | |API Group plc | | +---------------------------+-----------------------------+--------------------+ |Philip Secrett / Colin |Grant Thornton Corporate |+44 (0) 20 7383 5100| |Aaronson |Finance | | +---------------------------+-----------------------------+--------------------+ |James Serjeant |Numis  Securities |+44 (0) 20 7260 1000| +---------------------------+-----------------------------+--------------------+ Chairman's Statement Following difficult trading conditions in the first six months, I am pleased to report a much healthier operating performance by the Group in the second half of the financial year, ending 31 March 2010.   Operating losses of £1.0m at the interim stage were reversed in the second six months, resulting in a full year operating profit of £0.9m.  Overall, the Group has continued to make progress despite facing challenging economic conditions. Full year sales of £84.6m were 12.5% lower than the prior year, on a constant exchange rate basis.  Second half revenues increased by 9.7% compared with the first six months of the financial year and were 2.4% ahead of the second half last year (again at constant exchange rates). Our European businesses traded profitably throughout the year and improved their operating margins by 0.8% to 7.7%, despite a difficult first half and a slowdown in sales at Laminates.  The US business returned to profitability in the second half due to improved sales mix and lower costs, ending the year just short of break even at the operating level.  Full year losses in Asia Pacific narrowed slightly but did not make the progress expected as margin pressures negated much of the contribution from volume growth in the second half of the financial year. Operating results have continued to benefit from the decisive action taken on costs during the past two years, with a year-on-year impact of £4.0m.  These cost measures and lower input prices drove the improvement in profitability, against a back drop of lower overall volumes. However the Group's 51% owned subsidiary in China had another difficult year. While production was stabilised in the new manufacturing facility and some progress was made in rebuilding volumes, the impact on profitability was disappointing.  In view of continuing heavy losses, the Board carried out an impairment review of the Chinese assets leading to a non-cash charge of £5.1m, or £2.6m after adjusting for minority interests.  The Board has also commenced a strategic review of its investment in China. During the year, Group net debt increased by £3.8m to £18.5m, primarily as a result of residual capital expenditure and trading losses in China and a general increase in working capital to support the higher level of sales as we exited the financial year. The Group's funding position has been materially enhanced by the agreement of new banking facilities in both the UK and US, each with a term of 3.5 years.  As well as providing greater funding stability, these developments conclude a two year programme to rebalance debt between the Group's three separately financed regions and to eliminate any disproportionate exposure to indebtedness in the UK. Noting the significant increase in the IAS19 deficit associated with the Group's legacy defined benefit pension schemes, the Board continues to work closely with the scheme trustees to monitor investment performance and to explore opportunities for managing the scheme liabilities. Dividend In the light of the Group's trading performance and the priority given to debt reduction, the Board is not recommending the payment of a dividend. Board There were no changes in the composition of the Board since the last Annual Report. Our People The Board wishes to express its gratitude to the Group's employees who have demonstrated exceptional commitment and loyalty during a time of economic turbulence.  Their hard work and receptiveness to change have ensured that the business has continued to move forward positively, in spite of challenging market conditions. Outlook While the trading environment has been steadily improving, confidence remains fragile in many of the Group's markets. So far, sales during the early part of the new financial year have maintained the progress made during the second half of last year and the competitiveness of our UK manufacturing operations continues to benefit from the weakness of Sterling.  On the other hand, the foils market remains very competitive and recent strong increases in raw material prices are likely to put margins under pressure in both the US and Europe. API Laminates has a number of projects at an advanced stage which, if they come to fruition, have the potential to provide a significant uplift in volumes for that business. In addition to eliminating the losses in China, management's key focus remains on maximising opportunities to grow sales revenue while maintaining vigilance on costs. Richard Wright Non-Executive Chairman  Business Review Group Operating Results For the 12 months to 31 March 2010, Group sales were £84.6m, representing a reduction of 9.5% compared with the prior year or 12.5% at constant exchange rates.  Year-on-year sales growth was 2.4% in the second half (at constant exchange rates), partially reversing a first half decline of 25.2%. Operating profit from continuing operations and before exceptional items was £0.9m, up from £0.1m in the previous 12 months.  If results had been translated at prior year exchange rates, the improvement in operating profit would have been £1.0m. For the Group as a whole, the impact of reduced revenues was more than offset by cost saving measures from prior and current year initiatives (£4.0m) and lower average energy and raw material costs (£1.2m).  The benefit to margins on UK manufactured goods, arising from Sterling's relative weakness against the Euro, is estimated at £1.0m. At a regional level, full year operating profits in Europe were unchanged, while gains were registered in North America (£0.2m), Asia Pacific (£0.3m) and from central costs (£0.3m). Europe: Foils Third party sales originating in the European Foils business were £28.7m, up 1.2% on prior year (-1.1% at constant exchange rates).   After a 13.5% decline in the first half (at constant exchange rates), sales recovered steadily in the balance of the financial year.  Second half sales came in 13.0% ahead of the same period last year, with Italy and Security Holographics performing especially well. Operating profits before exceptional items improved by £0.7m to £2.5m a result of lower operating costs, improved efficiencies at the Salford production unit, lower average raw material and utility costs and more favourable exchange rates applicable to UK manufactured products sold in the euro-zone.  Operating margin on total sales increased by 2.5% to 7.9%. Europe: Laminates Laminates full year revenues were 21.0% lower than prior year at £28.0m.  The business was adversely affected by a lack of promotional and packaging development activity amongst brand owners in the premium consumer goods sector. Demand increased in the second half of the financial year, with sales 7.0% ahead of the first half although still 8.0% behind the second half last year. Full year operating profits of £2.0m were £0.7m lower than the prior year, although operating margins were just 0.5% lower at 7.3% as a result of improved sales mix and tight control of costs. North America Reported revenues from US operations of £19.6m were 6.9% below last year and 13.8% lower at constant exchange rates.  The US business was hit hard by the economic recession with sales down 30.5% in the first six months, recovering in the second half by 6.2% compared to the first half year. Cost reduction measures, including the carry-over benefit from prior year actions, combined with improved sales mix and lower material and utility prices led to a return to profit in the second half and a reduction in full year losses from £0.3m to £0.1m. Asia Pacific Sales originating in Asia Pacific of £8.3m were down 4.0% compared to the previous 12 months (-12.2% at constant exchange rates).   Third party revenues in China were 18.0% lower at constant exchange rates.  Including shipments to other API businesses, the decline in China sales was 11.3% after volumes in the second half of the financial year recovered by 19.3% compared to the first half.  Elsewhere in the region, Australia had a strong year, partly offset by reduced sales in New Zealand. Reported operating losses in the region reduced by £0.3m to £2.3m as a result of lower regional management costs and a higher contribution from Australia.  At constant exchange rates, the year-on-year improvement would have been £0.4m. In China, contribution from the second half growth in volumes was negated by steep increases in raw material costs, price erosion on domestic sales and the impact of unfavourable exchange rate movements on export margins. As a result of continuing heavy losses, the Board has impaired the fixed assets of the business in Shanghai in the period's financial statements and commenced a strategic review of options for the Group's investment in its 51% owned Chinese subsidiary. Central Costs Central costs before exceptional items reduced by £0.3m to £1.2m mostly as a result of the full year effect of cost saving initiatives started last year. Exceptional Items Exceptional items for the 12 months to 31 March 2010 of £6.0m includes a non-cash impairment charge of £5.1m in relation to the carrying value of plant and equipment at the Group's subsidiary in Shanghai.  Of this, 49% is for the account of minority shareholders in the venture, leaving the impact on the Group's shareholders at £2.6m.  Further details are provided in note 3. The remaining £0.9m includes £0.6m of expenses associated with cost reduction programmes in UK and US operations initiated in 2008.  An additional £0.3m was incurred in relation to the Shanghai factory relocation project which completed during 2009. Impairment With the exception of the impairment to fixed assets in China, the Board considers that no other impairments to goodwill or asset carrying values are necessary. Finance Costs Net finance costs for the 12 months ended 31 March 2010 were £3.1m, including £1.1m in respect of defined benefit pension schemes.  Compared with the prior year, finance costs increased by £0.2m with interest payable on bank loans decreasing by £0.1m and pension fund finance costs increasing by £0.4m. The increase in pension fund interest relates to non cash accounting entries associated with lower net returns on UK pension scheme assets. Note 9 provides further information on pension scheme financing costs. Loss before Taxation The loss before taxation amounted to £8.2m, compared to a profit of £2.2m in the year ended 31 March 2009.  The difference is a result of exceptional costs of £6.0m against a net gain of £4.7m in the previous year.  Excluding the impact of exceptional items, the loss before tax was £2.2m compared to a loss of £2.5m in the prior year. Taxation For the year to 31 March 2010, a tax credit of £6.3m has been credited to the profit and loss account compared with a charge of £4.3m for the 12 months to 31 March 2009. A provision of £3.3m was taken in the accounts for the year ending 31 March 2009 in respect of a potential tax liability on the sale of land in Shanghai after the Company's manufacturing operations were relocated to a new site.  On completion of a review by the authorities, it was determined that no tax liability had arisen and the provision has therefore been reversed. A tax credit of £2.9m reflects increased recognition of deferred tax assets as trading results have improved in the US and Europe and compares to a tax charge in respect of deferred tax assets of £1.0m in the prior year.  Of the £2.9m, £2.6m relates to operations based in the UK and £0.3m relates to the US. Earnings per Share Basic and diluted earnings per share from continuing operations amounted to 0.2p for the 12 months to 31 March 2010 compared to a loss per share of 3.7p for the year to 31 March 2009.  Including discontinued operations, earnings per share was unchanged at 0.2p compared to a loss per share of 5.5p in the prior year. Cash Flow and Net Debt For the 12 month period to 31 March 2010, the Group reported a net cash outflow from operating activities of £0.8m compared to an inflow of £6.4m for the year to 31 March 2009. Working capital increased by £3.7m, primarily reflecting a higher exit rate of activity and a partial reversal of the £5.8m reduction during the prior year. Year end working capital efficiency, measured by reference to the trailing three month annualised sales, was 16.8% compared to 15.0% at 31 March 2009. Capital investment in the year amounted to £1.2m compared to £4.1m for the year ended 31 March 2009 and depreciation of £3.8m as the Group continued to focus on cost management and improving utilisation of existing installed capacity. Annual cash interest expense reduced by £1.0m to £1.5m due primarily to timing differences on loan maturities and costs associated with refinancing. Net debt increased during the year by £3.8m to £18.5m at 31 March 2010. Capital expenditure, trading losses and dividend payments, all relating to China, accounted for £3.1m of the increase. Gearing increased to 107% compared to 56% at 31 March 2009, including a 31% impact arising from the increase in the IAS19 pension deficit and the associated reduction in reported net assets. Borrowings and Liquidity The Group's policy is to ensure that bank facilities and other funding are sufficient to meet foreseeable peak borrowing requirements.  Facilities are in place to independently finance the Group's main geographic regions, the UK, North America and China. The Group extended its main UK banking agreement in November 2009 for a 3.5 year period to July 2013.  Facilities at 31 March 2010 totalled £17.9m including an amortising term loan of £7.0m repayable from October 2010 to July 2013 (£4.25m due on or after April 2013), a term loan of £7.4m repayable July 2013 and a multi-option overdraft facility of £3.5m renewable in November 2010.  UK borrowings are secured against the Group's UK assets. As part of the UK refinancing, warrants for ordinary shares were issued to Barclays plc at an exercise price of 1p and representing 4.8% of post warrant share capital. The North America banking facilities at 31 March 2010 comprised a term loan of $0.35m repayable within 1 year and a variable asset-based facility up to $5.0m depending on the level of working capital.  At 31 March 2010 the amount available was $2.1m with lending secured on US working capital, plant and equipment.  Since the year end, the US business has completed a new 3.5 year agreement comprising a $2.1m amortising loan and a $5.5m asset based overdraft facility.  These new facilities are secured on working capital, plant and equipment and the Kansas property. In China, a revolving working capital facility of RMB 42m (approximately £4.0m) is secured against property assets and is repayable within 1 year. Bank Covenants The Group's main lending arrangements are with Barclays Bank plc in the UK. Total lending under committed and revolving facilities is subject to four quarterly financial covenant targets reflecting the financial performance of the Group, after excluding the US and China businesses.  Covenants are for Debt Cover, Total Service Payments Cover, Senior Interest Cover and Tangible Net Worth.  New covenant limits were established for the full 3.5 years during the facilities re-negotiation in November 2009.  At 31 March 2010, Debt Cover, the ratio of net debt to 12 month trailing EBITDA was 2.61 (2009: 2.74) and this and all other covenant ratios were comfortably within facility limits. US facilities are subject to covenant obligations relating to profitability and net worth.  Throughout the year to 31 March 2010 the US business met its covenant obligations to the lender, HSBC. The China facilities are subject to a limited number of general financial covenants which have been complied with throughout the year.   In light of the continued poor trading performance of the Chinese business, quarterly business reviews with the Bank of China were instituted during April 2010. Foreign Currency Exchange Rates Exchange rates used for the translation of results and assets of US, Euro and China based operations are shown below. +--------------------------------+---------------------------+   |Average |Closing | +----------+-------------+-+----------------+-------------+-------------+ |Rate to £1|12 months to | |12 months to |As at |As at | | |31 March 2010| | 31 March   2009|31 March 2010|31 March 2009| +----------+-------------+-+----------------+-------------+-------------+ |US $ |1.59 | |1.72 |1.52 |1.43 | +----------+-------------+-+----------------+-------------+-------------+ |Euro |1.13 | |1.21 |1.12 |1.08 | +----------+-------------+-+----------------+-------------+-------------+ |RMB |10.86 | |11.81 |10.35 |9.79 | +----------+-------------+-+----------------+-------------+-------------+ Pensions The Group operates a number of pension schemes for the benefit of its past and current employees.  At 31 March 2010 the Group's IAS19 gross pension liability was assessed at £16.4m (2009: £7.1m) with a net liability of £11.8m (2009: £5.1m) after accounting for a deferred tax asset of £4.6m (2009: £2.0m). While scheme asset values improved significantly during the year (+£13.1m), this was insufficient to compensate for an increase in assessed liabilities of £22.5m arising from a less favourable outlook on inflation and discount rates. The API Group plc Pension and Life Assurance Fund is a defined benefit scheme operated by the Group in the UK which has been closed to new members since October 2006 and was closed to future service accrual on 31 December 2008.  The IAS19 liability at 31 March 2010 relating to this scheme was £15.7m (2009: £6.3m).   Liabilities have been calculated using assumptions on discount rates of 5.65% (2009: 6.85%) and an inflation rate of 3.5% (2009: 2.8%). The UK scheme's last triennial valuation, at 30 September 2007, calculated a funding deficit of £8.7m on a continuing basis.  Following that valuation, the Company and Scheme Trustees agreed a funding plan and schedule of contributions aimed at reducing the deficit to zero over a 10 year period. During the year to 31 March 2010, the Group made additional contributions into the scheme of £0.3m.  This contribution rate will increase to £0.7m per year from January 2011. The Company also pays all pension related administration fees on behalf of the Fund.  The next valuation is scheduled for September 2010. A small number of current and past US employees are members of a closed, defined benefit pension plan.  Details of the net deficit of £0.7m (2009: £0.8m) are included in Note 9.  In addition, current and past employees covered by union contracts at the Group's manufacturing site in Rahway, New Jersey are members of a multi-employer defined benefit pension plan which remains open to future accrual and new membership under the terms of the site's collective bargaining agreement. Group Income Statement for the year ended 31 March 2010 Year ended   Year ended      31 March 2010    31 March 2009   Note £'000   £'000 Continuing operations Revenue 2 84,574   93,451 Cost of sales   (66,627)   (74,780) ---------------- ---------------- Gross profit   17,947   18,671 Distribution costs   (2,307)   (2,806) Administrative expenses   (14,776)   (15,771) ---------------- ---------------- Operating profit before exceptional items 2 864   94 Exceptional items 3 (5,976)   4,699 ---------------- ---------------- Operating (loss)/profit from continuing operations   (5,112)   4,793 Finance revenue 4 40   310 Finance costs 4 (3,129)   (2,875) ---------------- ----------------     (3,089)   (2,565) ---------------- ---------------- (Loss)/profit on continuing activities before taxation   (8,201)   2,228 Tax credit/(expense) 5 6,309   (4,314) ---------------- ---------------- Loss from continuing operations   (1,892)   (2,086) Discontinued operations Loss from discontinued operations 6 -   (1,298) ---------------- ---------------- Loss for the period   (1,892)   (3,384) ---------------- ---------------- Attributable to: Profit/(loss) attributable to equity holders of the parent   124   (3,861) (Loss)/profit attributable to minority equity interest   (2,016)   477 ---------------- ---------------- Total loss for the period   (1,892)   (3,384) ---------------- ---------------- Earnings per share (pence) Basic and diluted earnings/(loss) per share from continuing operations 7 0.2   (3.7) Basic and diluted earnings/(loss) per share on profit/(loss) for the period 7 0.2   (5.5) Group Statement of Comprehensive Income for the year ended 31 March 2010 Year ended    Year ended     31 March 2010   31 March 2009                   £'000                 £'000 Loss for the period       (1,892)   (3,384) --------------------- -------------------- Exchange differences on retranslation of foreign operations   (565)   5,973 Change in fair value of effective cash flow hedge (interest rate swap)   108   (360) Actuarial losses on defined benefit pension plans   (9,085)   (3,925) Tax on items taken directly to or transferred from equity   2,544   1,099 --------------------- -------------------- Other comprehensive (expense)/income for the period, net of tax   (6,998)   2,787 --------------------- -------------------- Total recognised expense for the year   (8,890)   (597) --------------------- -------------------- Attributable to: Equity holders of the parent   (6,492)   (3,367) Minority equity interests   (2,398)   2,770 --------------------- --------------------     (8,890)   (597) --------------------- -------------------- Group Balance Sheet at 31 March 2010     31 March 2010   31 March 2009   Note £'000   £'000 Assets Non-current assets Property, plant and equipment   28,772   38,342 Intangible assets - goodwill   5,188   5,188 Trade and other receivables   134   209 Deferred tax assets 5 7,738   2,318 --------------- --------------     41,832   46,057 --------------- -------------- Current assets Trade and other receivables   16,697   14,492 Inventories   13,110   12,699 Cash at bank and in hand   1,041   2,234 --------------- --------------     30,848   29,425 --------------- -------------- --------------- -------------- Total assets 2 72,680   75,482 --------------- -------------- Liabilities Current liabilities Trade and other payables   18,444   20,368 Financial liabilities 8 5,416   5,747 Income tax payable   346   4,259 --------------- --------------     24,206   30,374 --------------- -------------- Non-current liabilities Financial liabilities 8 14,404   11,539 Deferred tax liabilities 5 256   256 Provisions   97   61 Deficit on defined benefit pension plans 9 16,406   7,081 --------------- --------------     31,163   18,937 --------------- -------------- --------------- -------------- Total liabilities   55,369   49,311 --------------- -------------- --------------- -------------- Net assets   17,311   26,171 --------------- -------------- Equity Called up share capital   701   701 Share premium   7,136   7,136 Other reserves   8,595   8,595 Foreign exchange reserve   3,309   3,492 Retained loss   (7,805)   (1,526) --------------- -------------- API Group shareholders' equity   11,936   18,398 Minority interest   5,375   7,773 --------------- -------------- Total equity   17,311   26,171 --------------- -------------- Group Statement of Changes in Equity for the year ended 31 March 2010   |  |  |  |  |  | ------------------+---------------+---------------+---------------+---------------+---------------+--------------- | | | | Foreign| | Total | Equity share| | | exchange| Retained| share-holders'   | capital| Share premium| Other reserves| reserve| earnings| equity ------------------+---------------+---------------+---------------+---------------+---------------+--------------- |               |               |               |               |               |   | £'000| £'000| £'000| £'000| £'000| £'000 ------------------+---------------+---------------+---------------+---------------+---------------+---------------   |  |  |  |  |  | ------------------+---------------+---------------+---------------+---------------+---------------+--------------- At 1 April 2008 |8,998 |7,136 |298 |(188) |5,568 |21,812 ------------------+---------------+---------------+---------------+---------------+---------------+--------------- Loss for the year|- |- |- |- |(3,861) |(3,861) ------------------+---------------+---------------+---------------+---------------+---------------+--------------- Other | | | | | | comprehensive | | | | | | income/(expense):|  |  |  |  |  | ------------------+---------------+---------------+---------------+---------------+---------------+--------------- Exchange | | | | | | differences on | | | | | | retranslation of | | | | | | foreign | | | | | | operations |- |- |- |3,680 |- |3,680 ------------------+---------------+---------------+---------------+---------------+---------------+--------------- Change in fair | | | | | | value of | | | | | | effective cash | | | | | | flow hedge | | | | | | (interest rate | | | | | | swap) |- |- |- |- |(360) |(360) ------------------+---------------+---------------+---------------+---------------+---------------+--------------- Actuarial losses | | | | | | on defined | | | | | | benefit pension | | | | | | plans |- |- |- |- |(3,925) |(3,925) ------------------+---------------+---------------+---------------+---------------+---------------+--------------- Tax on items | | | | | | taken directly to| | | | | | equity |- |- |- |- |1,099 |1,099 ------------------+---------------+---------------+---------------+---------------+---------------+--------------- Total | | | | | | comprehensive | | | | | | income/(expense) | | | | | | for the year |- |- |- |3,680 |(7,047) |(3,367) ------------------+---------------+---------------+---------------+---------------+---------------+--------------- Buy back of | | | | | | deferred shares |(8,297) |- |8,297 |- |- |- ------------------+---------------+---------------+---------------+---------------+---------------+--------------- Share based | | | | | | payments |- |- |- |- |(47) |(47) ------------------+---------------+---------------+---------------+---------------+---------------+--------------- At 31 March 2009 |701 |7,136 |8,595 |3,492 |(1,526) |18,398 ------------------+---------------+---------------+---------------+---------------+---------------+--------------- Profit for the | | | | | | year |- |- |- |- |124 |124 ------------------+---------------+---------------+---------------+---------------+---------------+--------------- Other | | | | | | comprehensive | | | | | | income/(expense):|  |  |  |  |  | ------------------+---------------+---------------+---------------+---------------+---------------+--------------- Exchange | | | | | | differences on | | | | | | retranslation of | | | | | | foreign | | | | | | operations |- |- |- |(183) |- |(183) ------------------+---------------+---------------+---------------+---------------+---------------+--------------- Change in fair | | | | | | value of | | | | | | effective cash | | | | | | flow hedge | | | | | | (interest rate | | | | | | swap) |- |- |- |- |108 |108 ------------------+---------------+---------------+---------------+---------------+---------------+--------------- Actuarial losses | | | | | | on defined | | | | | | benefit pension | | | | | | plans |- |- |- |- |(9,085) |(9,085) ------------------+---------------+---------------+---------------+---------------+---------------+--------------- Tax on items | | | | | | taken directly to| | | | | | equity |- |- |- |- |2,544 |2,544 ------------------+---------------+---------------+---------------+---------------+---------------+--------------- Total | | | | | | comprehensive | | | | | | expense for the | | | | | | year |- |- |- |(183) |(6,309) |(6,492) ------------------+---------------+---------------+---------------+---------------+---------------+--------------- Share based | | | | | | payments |- |- |- |- |30 |30 ------------------+---------------+---------------+---------------+---------------+---------------+--------------- At 31 March 2010 |701 |7,136 |8,595 |3,309 |(7,805) |11,936 +---------------+---------------+---------------+---------------+---------------+---------------   | |  | |  | | --------------------+-+------------------+-+---------------+-+-----------------   | | Shareholders'| | Minority| | Total equity | | equity| | interest| | --------------------+-+------------------+-+---------------+-+----------------- | |                | |             | |   | |£'000 | |£'000 | |£'000 --------------------+-+------------------+-+---------------+-+-----------------   | |  | |  | | --------------------+-+------------------+-+---------------+-+----------------- At 1 April 2008 | |21,812 | |5,887 | |27,699 --------------------+-+------------------+-+---------------+-+----------------- Total comprehensive| | | | | | (expense)/income | | | | | | for the year | |(3,367) | |2,770 | |(597) --------------------+-+------------------+-+---------------+-+----------------- Dividends | |- | |(884) | |(884) --------------------+-+------------------+-+---------------+-+----------------- Share based | | | | | | payments | |(47) | |- | |(47) --------------------+-+------------------+-+---------------+-+----------------- At 31 March 2009 | |18,398 | |7,773 | |26,171 --------------------+-+------------------+-+---------------+-+----------------- Total comprehensive| | | | | | expense for the | | | | | | year | |(6,492) | |(2,398) | |(8,890) --------------------+-+------------------+-+---------------+-+----------------- Share based | | | | | | payments | |30 | |- | |30 --------------------+-+------------------+-+---------------+-+----------------- At 31 March 2010 | |11,936 | |5,375 | |17,311 | +------------------+ +---------------+ +----------------- Group Cash Flow Statement for the year ended 31 March 2010 | |Year ended | |Year ended   | |31 March 2010| |31 March 2009 -----------------------------------------------+-+-------------+-+-------------   | |£'000 | |£'000 -----------------------------------------------+-+-------------+-+-------------   | |  | | -----------------------------------------------+-+-------------+-+------------- Operating activities | |  | | -----------------------------------------------+-+-------------+-+------------- Group operating (loss)/profit | |(5,112) | |4,793 -----------------------------------------------+-+-------------+-+------------- Adjustments to reconcile group operating | | | | profit/(loss) to | | | | net cash flows from operating activities | |  | | -----------------------------------------------+-+-------------+-+------------- Depreciation of property, plant and equipment | |3,820 | |3,905 -----------------------------------------------+-+-------------+-+------------- Impairment of property, plant and equipment | |5,083 | |- -----------------------------------------------+-+-------------+-+------------- Impairment of goodwill | |- | |1,292 -----------------------------------------------+-+-------------+-+------------- Loss/(profit) on disposal of property, plant | | | | and equipment | |10 | |(7,780) -----------------------------------------------+-+-------------+-+------------- Share-based payments | |30 | |(47) -----------------------------------------------+-+-------------+-+------------- Difference between pension contributions paid | | | | and amounts recognised in the income statement| |(854) | |(1,021) -----------------------------------------------+-+-------------+-+------------- (Increase)/decrease in inventories | |(590) | |1,310 -----------------------------------------------+-+-------------+-+------------- (Increase)/decrease in trade and other | | | | receivables | |(2,302) | |5,224 -----------------------------------------------+-+-------------+-+------------- Decrease in trade and other payables | |(862) | |(731) -----------------------------------------------+-+-------------+-+------------- Movement in provisions | |36 | |(92) -----------------------------------------------+-+-------------+-+------------- Cash (used in)/generated from operations | |(741) | |6,853 -----------------------------------------------+-+-------------+-+------------- Income taxes paid | |(96) | |(405) -----------------------------------------------+-+-------------+-+------------- Net cash flow from operating activities | |(837) | |6,448 -----------------------------------------------+-+-------------+-+-------------   | |  | | -----------------------------------------------+-+-------------+-+------------- Investing activities | |  | | -----------------------------------------------+-+-------------+-+------------- Interest received | |40 | |35 -----------------------------------------------+-+-------------+-+------------- Purchase of property, plant and equipment | |(1,193) | |(4,110) -----------------------------------------------+-+-------------+-+------------- Sale of property, plant and equipment | |30 | |8,706 -----------------------------------------------+-+-------------+-+------------- Payment of legal costs in respect of | | | | discontinued operations | |(12) | |(1,171) -----------------------------------------------+-+-------------+-+------------- Net cash flow from investing activities | |(1,135) | |3,460 -----------------------------------------------+-+-------------+-+-------------   | |  | | -----------------------------------------------+-+-------------+-+------------- Financing activities | |  | | -----------------------------------------------+-+-------------+-+------------- Interest paid | |(1,458) | |(2,512) -----------------------------------------------+-+-------------+-+------------- Dividends paid to minority interests | |(434) | |(620) -----------------------------------------------+-+-------------+-+------------- New borrowings | |7,131 | |1,693 -----------------------------------------------+-+-------------+-+------------- Repayment of borrowings | |(3,850) | |(9,594) -----------------------------------------------+-+-------------+-+------------- Net cash flow from financing activities | |1,389 | |(11,033) -----------------------------------------------+-+-------------+-+-------------   | |  | | -----------------------------------------------+-+-------------+-+------------- Decrease in cash and cash equivalents | |(583) | |(1,125) -----------------------------------------------+-+-------------+-+------------- Effect of exchange rates on cash and cash | | | | equivalents | |(114) | |261 -----------------------------------------------+-+-------------+-+------------- Cash and cash equivalents at the beginning of | | | | the period | |151 | |1,015 -----------------------------------------------+-+-------------+-+------------- Cash and cash equivalents at the end of the | | | | period | |(546) | |151 -----------------------------------------------+-+-------------+-+-------------   | |  | | Cash and cash equivalents comprise the following:     31 March   h           31 March 2010   2009   9                £'000                   £'000 Cash at bank and in hand 1,041   2,234 Bank overdrafts (1,587)     (2,083) ----------------------- --------------------------   (546)   151 ----------------------- -------------------------- Notes to the consolidated financial statements 1. Preparation of financial statements Publication of abridged accounts The Group's financial statements for the year ended 31 March 2010 were authorised for issue by the Board of Directors on 2 June 2010 and the balance sheet was signed on the Board's behalf by A Turner. The preliminary announcement figures for the year ended 31 March 2010 and the comparative figures for the year ended 31 March 2009 are an abridged version of the Group's statutory accounts which carry an unmodified audit report. They do not constitute statutory accounts within the meaning of sections 434 to 436 of the Companies Act 2006 and no statutory accounts have yet been filed with the Registrar of Companies for the year ended 31 March 2010. Statutory accounts for the year ended 31 March 2009 have been filed with the Registrar of Companies. The auditor's report on these accounts was unqualified and did not contain an emphasis of matter, nor did it contain a statement under section 498 of the Companies Act 2006. The statutory accounts for the year ended 31 March 2010 will be delivered to the registrar of Companies following the Company's Annual General Meeting. The Annual Report and Accounts for the year ended 31 March 2010 will be posted to shareholders by 21 June 2010 prior to the Annual General Meeting on 21 July 2010. Copies of the Annual Report and Accounts will be available to members of the public from 22 June 2010 at the Group's registered office at Second Avenue, Poynton Industrial Estate, Poynton, Cheshire SK12 1ND. API Group plc is a public company incorporated and domiciled in England & Wales.  The company's ordinary shares are traded on the Alternative Investment Market of the London Stock Exchange. Basis of preparation The Group's financial statements have been prepared in accordance with International Financial Reporting Standards (IFRSs) issued by the International Accounting Standards Board (IASB) as adopted by the European Union as they apply to the financial statements of the Group for the year ended 31 March 2010 and applied in accordance with the Companies Act 2006. The Group has applied optional exemptions available to it under IFRS 1. The principal accounting policies which apply in preparing the financial statements for the year ended 31 March 2010 are consistent with those disclosed in the Group's audited accounts for the year ended 31 March 2009. The consolidated financial statements are presented in sterling and all values are rounded to the nearest thousand (£'000) except when otherwise indicated. The Group meets its day-to-day working capital requirements through overdraft and loan facilities, as detailed in Note 8.  The principal facilities relate to the UK.  In November 2009, these were extended to July 2013.  Since the year-end, new facilities were put in place in the US business which extend to November 2013. While the Group's end markets have demonstrated some recovery in the second half of the financial year to March 2010, a sustained recovery remains uncertain. The Group's forecasts and projections, allowing for possible deterioration of trading performance, show that the Group has a reasonable expectation of being able to operate within the level of currently available facilities and within the covenant targets. Accordingly, the accounts have been prepared on the going concern basis. Accounting policies The principal accounting policies which apply in preparing the financial statements for the year ended 31 March 2010 are consistent with those disclosed in the Group's audited accounts for the year ended 31 March 2009. During the current year, the Group has adopted IAS 1 Revised Presentation of Financial Statements (effective 1 January 2009). The revised Standard separates owner and non-owner changes in equity.  The Statement of Changes in Equity includes only details of transactions with owners, with non-owner changes in equity shown as a single line.  In addition, the Standard introduces the Statement of Comprehensive Income.  It presents all items of Comprehensive Income, either in one statement, or as two linked statements.  The Group has elected to present two statements. The Group also adopted IFRS 8 Operating Segments (effective 1 January 2009).  This Standard requires disclosure of information about the Group's operating segments and replaces the requirement to determine primary and secondary reporting segments of the Group.  Adoption of this Standard does not have any effect on the financial position or performance of the Group.  Summary segmental information is presented in Note 2. In addition, a number of new and amended standards and interpretations came into effect for accounting periods commencing on or after 1 April 2009.  Insofar as they are relevant to the Group's operations, adoption of these standards and interpretations did not have any material effect on the financial statements of the Group. 2. Segmental analysis The Group produces monthly management information to enable the Board, including the Chief Executive Officer to monitor the financial performance of the constituent parts of the Group.  This information is analysed by three distinct independently managed segments in accordance with the location of assets: Europe, North America and Asia Pacific, with the Europe segment being analysed further by the major product categories of Foils and Laminates. Revenue Year ended         31 March Year ended     2010   31 March 2009       Continuing and   Continuing and Total Total   nd Total     £'000   £'000 Total revenue by origin Europe     Foils   31,124   32,453     Laminates   28,000   35,424     Intra-Europe   (373)   (2,440) --------------------- --------------------     58,751   65,437 North America   20,020   21,855 Asia Pacific   9,239   9,399 --------------------- --------------------     88,010   96,691 --------------------- -------------------- Inter-segmental revenue Europe     Foils   2,427   4,086     Laminates   -   -     Intra-Europe   (373)   (2,440) --------------------- --------------------     2,054   1,646 North America   469   852 Asia Pacific   913   742 --------------------- --------------------     3,436   3,240 --------------------- -------------------- External revenue by origin Europe     Foils   28,697   28,367     Laminates   28,000   35,424 --------------------- --------------------     56,697   63,791 North America   19,551   21,003 Asia Pacific   8,326   8,657 --------------------- -------------------- Segment revenue   84,574   93,451 --------------------- -------------------- Revenue by products Total revenue Foils   56,947   60,425 Laminates   28,000   35,424 --------------------- --------------------     84,947   95,849 --------------------- -------------------- Inter-segmental revenue Foils   373   2,398 Laminates   -   - --------------------- --------------------     373   2,398 --------------------- -------------------- External revenue Foils   56,574   58,027 Laminates   28,000   35,424 --------------------- --------------------     84,574   93,451 --------------------- -------------------- 2. Segmental analysis (continued) Revenue (continued) Year ended Year ended             31 March 2010   31 March 2009    Continuing and   Continuing and Total Total     £'000   £'000 External revenue by destination UK   25,967   31,828 Rest of Europe   28,703   29,341 Americas   18,697   19,831 Asia Pacific   9,757   10,471 Africa   1,450   1,980 ----------------------- ---------------------     84,574   93,451 ----------------------- --------------------- No revenue arises from discontinued businesses in the years ended 31 March 2010 and 31 March 2009. All revenue is derived from the sale of goods. During the years ended 31 March 2010 and 31 March 2009 there was one major customer, reported in the Laminates segment, which comprised 10% or more of the total external revenue, amounting to £11,761,000 (2009: £12,156,000). Segment result Year ended   Year ended    31 March 2010    31 March 2009   Continuing and Total   Continuing and Total   £'000   £'000 Operating profit/(loss) Europe     Foils 2,471     1,753     Laminates 2,034     2,772 ------------------------ ---------------------                    4,505     4,525 North America    (64)    (276) Asia Pacific       (2,363)   (2,612) ------------------------ --------------------- Segment result 2,078   1,637 Central costs (1,214)   (1,543) ------------------------ --------------------- Total operating profit before exceptional items 864   94 ------------------------ --------------------- Assets Europe     Foils   21,798   22,788     Laminates   9,480   8,715 ---------- ---------     31,278   31,503 North America   14,877   16,017 Asia Pacific   17,106   23,410 ---------- --------- Segment assets   63,261   70,930 Unallocated   9,419   4,552 ---------- ---------     72,680   75,482 ---------- --------- 3. Exceptional items   Year ended        Year ended   31 March 2010   31 March 2009                 £'000                 £'000 Exceptional items credited to/(charged against) operating profit comprise: Relocation of China factory (267)   6,537 Impairment of property, plant and equipment (5,083)   - Impairment of goodwill -   (1,292) Restructuring of operating businesses (626)   (546) --------------------- --------------------   (5,976)   4,699 --------------------- -------------------- Relocation of China factory The charge in respect of the current year relates primarily to consultancy costs.  Prior year figures comprise a net gain of £7,827,000 on sale of vacated land at the old factory location and relocation and restructuring costs of £1,290,000 associated with the move. Impairment of property, plant and equipment An impairment charge has been taken in the period accounts in respect of manufacturing operations in China. Following the last two years of significant losses and based on the forward assumptions for the cash flows of the China business, the carrying value of the property plant and equipment could not be justified compared to the value in use calculations.  As the fair value less costs to sell is in excess of the value in use calculations, the fair value has been used.  As a result, the value of property plant and equipment of the China business (£14.8m) has been written down by £5.1m at 31 March 2010.  A reduction in the minority interest representing 49% of this impairment has also been recorded (£2.5m). Impairment of goodwill In the year to 31 March 2009, goodwill associated with the company's investment in China was impaired and written down to zero value. Restructuring of operating businesses Restructuring costs comprise redundancy and other costs incurred in in rationalising the Group's activities in line with reduced demand, primarily within UK and US operations. 4. Finance revenue and finance costs        Year ended Year ended   31 March 2010   31 March 2009                     £'000   £'000 Finance revenue Interest receivable on bank and other short term cash deposits 2   35 Other interest receivable 38   - Gains arising on forward foreign currency contracts -   30 Gain on interest rate swap -   245 ------------------------- --------------   40   310 ------------------------- -------------- Finance costs Interest payable on bank loans and overdrafts (1,942)   (2,011) Other interest payable (49)   (138) Finance cost in respect of defined benefit pension plans (1,138)   (726) ------------------------- --------------   (3,129)   (2,875) ------------------------- -------------- 5. Taxation (a) Tax on loss on ordinary activities        Year ended        Year ended   31 March 2010   31 March 2009                     £'000                     £'000 Tax (charged)/credited in the income statement Current income tax UK Corporation tax - refund in respect of prior-years 46   - Foreign tax - current year charge (134)   (3,442)                     - reversal of prior-year tax charge 3,505   136 ------------------------- --------------------------- Total current income tax credit/(charge) 3,417   (3,306) ------------------------- --------------------------- Deferred tax Origination and reversal of temporary differences - defined benefit pension plan 80   (134) - tax losses 1,383   (779) - capital allowances 1,429   107 - other short term temporary differences -   (202) ------------------------- --------------------------- Total deferred tax credit/(charge) 2,892   (1,008) ------------------------- --------------------------- Tax credit/(charge) in the income statement (continuing operations) 6,309   (4,314) ------------------------- --------------------------- The reversal of prior-year foreign tax charge relates to the Group's subsidiary in China. In the year to 31 March 2009, a provision of Rmb 38m was made in respect of the profit on sale of surplus property in Shanghai after the relocation of operations to a new site.  During the 12 months to 31 March 2010, documentation has been received from the Chinese authorities which confirms that no specific land taxation is payable in respect of this transaction. Accordingly, the provision has been released. The deferred tax credit largely relates to the UK.  The UK group has now traded profitably for the last 2 years and projections indicate that this will continue for the foreseeable future.  Accordingly, a deferred tax asset has been recognised which represents approximately 3 years' profits at a rate of 28%. (b) Deferred tax The deferred tax included in the balance sheet is as follows: 31 March           31 March 2010           2009                 £'000                   £'000 Deferred tax liability Revaluation of fixed assets (256)   (256) ----------------------- ----------------------- Deferred tax asset Defined benefit pension plans 4,594   1,983 Tax losses 1,715   335 Capital allowances 1,429   - ----------------------- -----------------------   7,738   2,318 ----------------------- ----------------------- 6. Discontinued operations   Year ended           31   Year ended March           31 March 2010    2009   £'000   £'000 Profit/(loss) after tax for the period from discontinued operations -   - Loss on disposal of discontinued operations -   (1,298) ----------------------- --------- Loss for the period from discontinued operations -   (1,298) ----------------------- --------- The loss on disposal of discontinued operations in the prior period relates to legal fees incurred in defending a claim for breach of warranties in connection with a business disposal made by the Group in 2005.  The claim was settled in March 2009. 7. Earnings per ordinary share Basic earnings per share is calculated by dividing the net profit/(loss) for the year attributable to ordinary equity holders of the parent by the weighted average number of ordinary shares outstanding during the year. Diluted earnings per share is calculated by dividing the net profit/(loss) attributable to ordinary equity holders of the parent by the weighted average number of ordinary shares outstanding during the year plus the weighted average number of ordinary shares that would be issued on the conversion of all dilutive potential ordinary shares into ordinary shares. The following reflects the income and share data used in the basic and diluted earnings per share computations:   Year ended   Year ended           31 March           31 March 2010    2009                £'000                £'000 Net profit/(loss) attributable to equity holders of the parent - continuing operations 124   (2,563) Loss attributable to equity holders of the parent - discontinued operations -   (1,298) ----------------------- ------------------- Net profit/(loss) attributable to equity holders of the parent 124   (3,861) ----------------------- ------------------- Year ended   Year ended 31 March           31 March 2010   2009   No   No Basic weighted average number of ordinary shares 70,068,505   70,068,505 Dilutive effect of employee share options 3,049,008   - Dilutive effect of warrants 3,506,336   - ----------------------- ----------- Diluted weighted average number of shares 76,623,849   70,068,505 ----------------------- ----------- The warrants are those issued to Barclays in conjunction with the extension of the UK banking facilities. In 2009, the diluted weighted average number of shares is equivalent to the basic weighted average number of shares, as a dilution would reduce the loss per share. There have been no other transactions involving ordinary shares or potential ordinary shares between the reporting date and the date of completion of these financial statements. The weighted average number of shares excludes the shares owned by the API Group plc No.2 Employee Benefit Trust (58,221; 2009: 58,221). In the current year the basic and diluted earnings per share are equivalent, within one decimal place.  In 2009, the basic and diluted losses per share are equivalent as the average number of shares is the same in both cases. Earnings/(loss) per ordinary share   Year ended   Year ended              31 March   31 March 2010    2009               pence                  pence Continuing operations Basic and diluted earnings/(loss) per share 0.2   (3.7) Discontinued operations Basic and diluted earnings/(loss) per share -   (1.8) Total Basic and diluted earnings/(loss) per share 0.2   (5.5) 8. Financial liabilities           31 March           31 March 2010    2009                £'000                   £'000 Current Bank overdrafts 1,587   2,083 Current instalments due on bank loans 3,679   3,394 Interest rate swap 150   270 ----------------------- --------------------------   5,416   5,747 ----------------------- -------------------------- Non-current Non-current instalments due on bank loans 14,302   11,449 Interest rate swap 102   90 ----------------------- --------------------------   14,404   11,539 ----------------------- -------------------------- In the UK, the Group has taken out an amortising interest rate swap contract on borrowings of £5m as at 31 March 2010. This swaps floating rate borrowings at 1 month LIBOR with a fixed rate of 6.08% until 1 August 2010.  A further interest rate swap for a fixed amount of £5m has been taken out for the period 1 August 2010 until 1 November 2012.  This swaps floating rate borrowings at 1 month LIBOR with a fixed rate of 2.96%. Bank loans Bank loans comprise the following:           31 March           31 March 2010    2009                £'000                   £'000 Term loans (UK) 14,372   12,314 Term loans (China) 3,380   2,042 Term loan (US) 229   487 ----------------------- --------------------------   17,981   14,843 Less: current instalments due on bank loans (3,679)   (3,394) ----------------------- --------------------------   14,302   11,449 ----------------------- -------------------------- The Group's banking facilities comprise: UK facilities Following their renewal in November 2009, UK facilities comprise a term loan of £7.0m repayable between October 2010 and July 2013 (2009: £5.5m repayable between July 2009 and July 2010) and term loans of £7.4m repayable in July 2013 (2009: £7.5m repayable in July 2010).  At 31 March 2010, £3.65m (2009: £7.5m) of the term loans were denominated in US Dollars.  In addition there is a multi option overdraft facility of £3.5m (2009: £5.5m).  Interest cost for the period averaged 5.0% (2009: 2.35%) above LIBOR for term loans and 3.8% (2009: 2.35%) above Base Rate for overdrafts. China facilities Under a facility of RMB 42.5m, fixed term loans totalling RMB 35m are outstanding at 31 March 2010 (2009: RMB 20m).  These loans are all repayable within 12 months. The rate of interest is fixed at 4.8%. US facilities At 31 March 2010, US facilities comprised an amortising loan of $0.35m (2009: $0.7m) repayable within 12 months and an overdraft facility of $5.0m (2009: $5.0m), depending on the level of working capital.  Interest rates for the period were 4.0% (2009:0.75%) above prime for the term loan and 3.5% (2009:0.5%) above prime for the overdraft.  Since the year-end, the borrowings under these facilities have been repaid and replaced with a new facility, comprising a $2.1m amortising loan repayable by November 2013 and an overdraft facility of up to $5.5m depending on the level of working capital. In May 2010, following the completion of the US refinancing, $3.75m was repatriated to the UK parent company.  These funds have been partly used to prepay a portion of the higher margin loans on the main UK bank facilities, reducing total Group interest charges going forward and providing increased cash and covenant headroom. 9. Deficit on defined benefit pension plans The Group operates two defined benefit schemes, the API Group Pension and Life Assurance Scheme in the UK and the API Foils Inc North American Pension Plan in the US.  Both of these schemes are closed to future accrual.  The assets and liabilities of the define benefit schemes are as follows:           31 March           31 March 2010    2009                £'000                £'000 United Kingdom Fair value of scheme assets 68,142   55,312 Present value of scheme liabilities (83,863)       (61,630) ----------------------- -----------------------   (15,721)   (6,318) ----------------------- ----------------------- United States Fair value of scheme assets 1,779   1,447 Present value of scheme liabilities   (2,464)   (2,210)   (685)   (763) ----------------------- ----------------------- Net pension liability  (16,406)   (7,081) ----------------------- ----------------------- The movements in the net pension liability are as follows: Fair value of scheme assets At beginning of year 56,759   66,310 Expected return on net assets 3,541   4,261 Employer contributions 406   885 Contributions by employees -   336 Benefits paid (3,796)   (3,675) Actuarial gains and losses 13,070   (11,825) Foreign currency differences (59)   467 ----------- -----------   69,921   56,759 ----------- ----------- Present value of scheme liabilities At beginning of year 63,840   69,792 Current service cost -   363 Contributions by employees -   336 Gains on curtailment -   (135) Interest cost 4,232   4,441 Benefits paid (3,796)   (3,675) Actuarial gains and losses 22,155   (7,899) Foreign currency differences (103)   617 ----------- ----------   86,328   63,840 ----------- ---------- [HUG#1421265]
UK 100