Final Results

Holders Technology PLC 25 February 2003 Holders Technology plc Providers of specialised materials, equipment and services for the electronics and telecommunications industries. Year ended 30 November 2002 In the year to 30 November 2002, turnover decreased by 24% to £9.0m (2001: £11.8m). The company made a pre-tax loss of £0.1m (2001: £0.3m profit). The loss per share was 2.33p (2001: earnings of 6.22p). Your directors are recommending a final dividend of 2.50p (2001: 2.50p), which will be payable on 20 May 2003 to shareholders on the register at the close of business on 25 April 2003. In the July interim statement I reported that trading conditions in our markets were difficult and this continued to be the case for the balance of the year to 30 November 2002. Whilst volumes continued to decline we managed generally to maintain margins and saw the initial benefits of the cost reductions made during the course of the year. It was particularly disappointing that sales of certain of our specialist, niche products were constrained by supply difficulties. It currently appears that this position will not fully ease until the second half of the current year. In total the year bore the impact of £200,000 of bad debts. Whilst it is our policy to minimize potential exposure and, wherever possible, to insure against such risks, it is unfortunately the case at this stage in the business cycle that a number of bad debts will inevitably arise. Based on market feedback we had hoped that Justfone would progress significantly in the second half of the year. Considerable technical progress was made but this did not translate into the financial success which we are seeking and a strategic review of the options open to Justfone, including involving external partners, is now being undertaken. In the past I have commented on the high probability of there being consolidation within the companies serving the European PCB industry and I also said that Holders financial stability would allow it to be an active participant in this process when it commenced. The validity of this view was demonstrated by the Group's acquisition of the trading assets of Cimatec, a major German competitor, at the end of November 2002. This strategic acquisition has expanded our market presence in mainland Europe and added considerably to our product range. In February 2003 we announced the acquisition of 100% of a Dutch company, Screen Circuit BV. This has further strengthened our European operations and will enable us to undertake a major re-modelling of our European activities over the next year or two. In conjunction with this transaction, we have acquired from the Screen Circuit vendors an interest of 35% in Topgrow Technologies Limited, a Hong Kong-based company, along with an option to acquire a further 25% holding prior to 30 September 2004. This will enable Holders to enter the Far East market, the region of the world where the P.C.B. industry is growing most strongly. These acquisitions have been financed from our existing resources, augmented by increased borrowing and the issue of some new shares which will, over time, be reduced by the rationalization of our overseas property holdings. We expect conditions in the markets which we serve to remain challenging in the current year and the process of integrating the enlarged activities of the group to be demanding but we will benefit from the commitment being shown both by our existing staff and those joining us as a result of the acquisitions. The current year will be one of consolidation but we believe that it will form the base for future growth in both existing and new markets. This growth will accrue not only from some market recovery but also from a product range widened by the increased willingness of specialist suppliers to trade across Europe through specialised distributors such as ourselves rather than, as hitherto, directly to end customers. As a sign of the belief of the board in this approach it has been decided not to recommend a reduced final dividend despite the lack of cover by this year's earnings. R W Weinreich Chairman and Chief Executive 25 February 2003 CONSOLIDATED PROFIT AND LOSS ACCOUNT for the year ended 30 November 2002 Audited year Audited year ended ended Note 30/11/02 30/11/01 £'000 £'000 Turnover - continuing operations 9,005 11,780 Cost of sales (6,769) (8,914) Gross profit 2,236 2,866 Distribution costs (132) (165) Administrative expenses (2,251) (2,367) Other operating income 28 32 Operating (loss)/profit - continuing operations (119) 366 Interest receivable 9 4 Interest payable and similar charges (23) (52) (Loss)/profit on ordinary activities before taxation (133) 318 Tax on profit on ordinary activities 1 15 (95) (Loss)/profit on ordinary activities after taxation (118) 223 Minority interests - equity 24 28 (Loss)/profit for the financial year (94) 251 Dividends (all equity) 2 (182) (182) Transfer (from)/to reserves (276) 69 (Loss)/earnings per share - basic and diluted 3 (2.33p) 6.22p CONSOLIDATED BALANCE SHEET at 30 November 2002 Audited year Audited year ended ended 30/11/02 30/11/01 £'000 £'000 Fixed assets Intangible assets 110 - Tangible assets 1,175 1,103 1,285 1,103 Current assets Stocks 1,897 2,367 Debtors 2,112 2,280 Cash at bank and in hand 259 294 4,268 4,941 Creditors: Amounts falling due within one year (1,370) (1,578) Net current assets 2,898 3,363 Total assets less current liabilities 4,183 4,466 Creditors: Amounts falling due after one year (74) (107) Provision for liabilities and charges (54) (80) 4,055 4,279 Capital and reserves Called up share capital 403 403 Share premium account 1,486 1,486 Capital redemption reserve 1 1 Profit and loss account 2,230 2,430 Equity shareholders' funds 4,120 4,320 Minority interests - equity (65) (41) 4,055 4,279 CONSOLIDATED CASH FLOW STATEMENT for the year ended 30 November 2002 Audited year Audited year ended ended 30/11/02 30/11/01 £'000 £'000 Net cash inflow from operating activities 944 585 Returns on investment and servicing of finance Interest received 9 4 Interest paid (15) (42) Finance lease interest (8) (10) Net cash outflow from returns on investment and servicing of finance (14) (48) Taxation Corporation tax paid (69) (239) Capital expenditure Payments to acquire tangible fixed assets (13) (31) Receipts from sales of tangible fixed assets 13 29 - (2) Acquisition of business (492) - Equity dividends paid (182) (303) Cash flow before financing 187 (7) Financing Capital element of finance leases (35) (35) (35) (35) Increase/(decrease) in cash 152 (42) Notes 1. Taxation comprises United Kingdom corporation tax of £(10,000) (2001: £21,000), foreign tax of £25,000 (2001: £88,000) and deferred taxation of £ (30,000) (2001: £(14,000)). 2. The directors have recommended a final dividend of 2.5p (2001: 2.5p) per share payable on 20 May 2003 to shareholders on the register at close of business on 25 April 2003. The total dividend for the year, including the interim dividend of 2.0p (2001: 2.0p) per share paid on 13 September 2002, amounts to £182,000 (2001: £182,000), which is equivalent to 4.5p (2001: 4.5p) per share. 3. The basic and diluted earnings per share are based on the loss for the financial year of £94,000 (2001: profit of £251,000) and on 4,034,498 ordinary shares (2001: 4,034,498 ordinary shares), the weighted average number of shares in issue during the year. 4. On 29 November 2002 HT Cimatec GmbH (a 100% subsidiary of Holders Technology plc) acquired the assets and business of the materials division of Cimatec GmbH Produkte fur Leiterplatten. This transaction has been accounted for as an acquisition. The following sets out the effect on the consolidated balance sheet: Fair value Balance sheet of Fair value at date of acquired business adjustment acquisition £'000 £'000 £'000 Intangible fixed assets 48 (48) - Tangible fixed assets 166 - 166 Stock 488 - 488 Creditors (16) - (16) Net assets acquired 686 (48) 638 Net assets acquired 638 Goodwill capitalised 110 Consideration 748 Satisfied by Cash 492 Deferred consideration 230 Costs 26 748 The fair value adjustment reduces the book value of certain software and other intangible assets to their estimated recoverable amounts in accordance with normal group policy The acquired business generated turnover of £4,593,000 and operating profit of £21,000 in the nine months to 30 September 2002. 5. On 7 February 2003 the company acquired 100% of the Dutch company, Screen Circuit BV for a consideration of £92,000 in cash and £50,000 in Holders Technology plc ordinary shares. On the same day, the company purchased a 35% investment in the Hong Kong-based company, Topgrow Technologies Limited for a consideration of £193,000. The company also purchased an option to acquire a further 25% of Topgrow Technologies Limited at any time until 30 September 2004. 6. This preliminary statement which has been approved by the Board on 25 February 2003 is not the Company's statutory accounts. The statutory accounts for each of the two years to 30 November 2001 and 30 November 2002 received audit reports, which were unqualified and did not contain statements under section 237 (2) or (3) of the Companies Act 1985. The 2001 accounts have been filed with the Registrar of Companies but the 2002 accounts are not yet filed. This information is provided by RNS The company news service from the London Stock Exchange
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