Final Results

Holders Technology PLC 09 March 2004 Holders Technology plc Providers of specialised materials, equipment and services for the electronics and telecommunications industries Year ended 30 November 2003 In the year to 30 November 2003, turnover increased by 58% to £14.2m (2002: £9.0m). Most of the growth came from acquisitions made either at the end of 2002, or during the course of the year under review. The company made a pre-tax profit of £0.3m (2002: £0.1m loss). The earnings per share were 2.67p (2002: loss per share of 2.33p). Your directors are recommending a final dividend of 2.50p (2002: 2.50p), which will be payable on 25 May 2004 to shareholders on the register at the close of business on 30 April 2004. The shares will go ex dividend on 28 April 2004 It is pleasing to be able to report a return to profitability for the company. This result was largely due to a robust performance by our UK operations allied to a positive contribution from our now enlarged German activities. Our facilities based in Holland continued to face challenging market conditions but made some progress as compared with the preceding year. In Scandinavia further contraction took place within the PCB market and this, inevitably, adversely affected sales within this area. During the year we disposed of the group's holding in Justfone Limited which recorded a loss before tax of £86,000 during the last trading year. This disposal removed a potentially significant distraction from the task of further developing the group's core business. These improved results reflect the efforts made by our staff and I would like to record the Board's thanks for their contribution during the year. Tony Berman retired from the Board during the year and I would like to record our appreciation of the major contribution he made to the company over many years. We wish him a long and happy retirement. One of the major tasks facing the company in the current year is to realise fully the potential benefits of having acquired HT Cimatec, Screen Circuit and the minority holding in Topgrow Technologies. HT Cimatec has performed encouragingly to date and we anticipate it making significant progress in the current year. Screen Circuit's business relies, in part, on the sale of capital equipment and it has not to date made the progress we are seeking to achieve. Moves to integrate its business with that of Holders BV have been undertaken and the consequent lower cost base arising from these moves will benefit our Dutch operations overall during the course of the current year. Topgrow Technologies, a Hong Kong based company in which we have a 35% shareholding, is currently being severely affected by the present depressed level of the American dollar against the Euro. Given the very high probability that the Chinese PCB industry will continue to grow we consider it strategically justified to support Topgrow's activities during this period of currency instability in order to ensure that Topgrow is able to introduce new group products to this important market. We are not an acquisitions driven company, but it has been and continues to be, our policy to take advantage of opportunities as they arise to acquire the activities or assets of erstwhile competitors. In parallel with this we continue to seek organic growth by extending our specialist product range particularly where opportunities arise to do this on a Europe wide basis. During last year we were successful in adding a number of new products to the range and we will be introducing these to relevant markets in the current year. An example among these is the introduction of a range of clean room products. While we considered it justified to increase the group's borrowings to make the acquisitions set out above, it remains our policy to favour a conservative approach to financing the group. With the integration of our European activities that is currently underway, we anticipate being able to reduce costs and realise certain fixed assets. When this is completed, it will benefit our net debt position. There are clear challenges for the company in the current year, particularly as regards the speed with which mainland European markets recover and the potential impact on our customers in these markets if the present exchange value of the Euro against the dollar proves to be more than a transitory phenomenon. That said, last year we correctly forecast that the year would be one of consolidation. I believe the current year will be one of significant progress as we realise the benefits of the acquisitions that have been made. R W Weinreich Chairman and Chief Executive 09 March 2004 Consolidated profit and loss account for the year ended 30 November 2003 Note 2003 2002 £'000 £'000 Group turnover Current year acquisition 1,704 - Other continuing operations 12,451 8,868 14,155 8,868 Discontinued operation 46 137 Group turnover 14,201 9,005 Cost of sales (10,211) (6,769) Gross profit 3,990 2,236 Distribution costs (358) (132) Administrative expenses (3,424) (2,251) Other operating income 176 28 Analysis of group operating profit / (loss) Current year acquisition (119) - Other continuing operations 579 - Total continuing operations 460 41 Discontinued operation (76) (160) Group operating profit / (loss) 384 (119) Share of associates operating loss - acquisition (22) - Total operating profit / (loss) 362 (119) Profit on disposal of subsidiary - discontinued operation 26 - Profit / (loss) on ordinary activities before interest and tax 388 (119) Interest receivable 6 9 Interest payable and similar charges (66) (23) Profit / (loss) on ordinary activities before taxation 328 (133) Tax on profit on ordinary activities 1 (218) 15 Profit / (loss) on ordinary activities after taxation 110 (118) Minority interests - equity - 24 Profit / (loss) for the financial year 110 (94) Dividends (all equity) 2 (190) (182) Transfer from reserves (80) (276) Basic earnings/(loss) per share 3 2.67 (2.33) Diluted earnings/(loss) per share 3 2.63 (2.33) Consolidated balance sheet at 30 November 2003 2003 2002 £'000 £'000 Fixed assets Intangible assets 209 110 Tangible fixed assets 1,136 1,175 Investment in associated undertaking 207 - 1,552 1,285 Current assets Stocks 2,159 1,897 Debtors 2,813 2,112 Cash at bank and in hand 394 259 5,366 4,268 Creditors: Amounts falling due within one year (2,566) (1,370) Net current assets 2,800 2,898 Total assets less current liabilities 4,352 4,183 Creditors: Amounts falling due after one year (51) (74) Provision for liabilities and charges (11) (54) 4,290 4,055 Capital and reserves Called up share capital 414 403 Share premium account 1,525 1,486 Capital redemption reserve 1 1 Profit and loss account 2,350 2,230 Equity shareholders' funds 4,290 4,120 Minority interests - equity - (65) 4,290 4,055 Consolidated cash flow statement for the year ended 30 November 2003 Note 2003 2002 £'000 £'000 Net cash inflow from operating activities 327 944 Returns on investment and servicing of finance Interest received 6 9 Interest paid (59) (15) Finance lease interest (7) (8) Net cash outflow from returns on investment and servicing of finance (60) (14) Taxation Corporation tax paid 17 (69) Capital expenditure Payments to acquire tangible fixed assets (168) (13) Receipts from sales of tangible fixed assets 49 13 (119) - Acquisitions and disposals Acquisition of business 4 (125) (492) Net overdraft acquired with subsidiary undertaking (186) - Payment in respect of existing subsidiary (206) - Investment in associated undertaking (234) - Sale of subsidiary undertaking 5 120 - (631) (492) Equity dividends paid (187) (182) Cash flow before financing (653) 187 Financing Capital element of finance leases (13) (35) Draw-down of bank loan 598 - 585 (35) (Decrease)/increase in cash (68) 152 Notes 1. Taxation comprises United Kingdom corporation tax of £142,000 (2002: £(10,000)), foreign tax of £122,000 (2002: £25,000) and deferred taxation of £(46,000) (2001: £(30,000)). 2. The directors have recommended a final dividend of 2.5p (2002: 2.5p) per share payable on 25 May 2004 to shareholders on the register at close of business on 30 April 2004. The total dividend for the year, including the interim dividend of 2.0p (2002: 2.0p) per share paid on 19 September 2003, amounts to £190,000 (2002: £182,000), which is equivalent to 4.5p (2002: 4.5p) per share. 3. The basic earnings per share are based on the profit for the financial year of £110,000 (2002: loss of £94,000) and on 4,122,842 ordinary shares (2002: 4,034,498), the weighted average number of shares in issue during the year. Diluted earnings per share are based on 4,177,842 ordinary shares (2002: 4,034,498), being the weighted average number of ordinary shares after an adjustment of 55,000 shares (2002: nil) in relation to share options. 4. On 7 February 2003, the company acquired 100% of the Dutch company Screen Circuit BV and its subsidiary, Screen Circuit GmbH. This transaction has been accounted for as an acquisition. The following sets out the effect on the consolidated balance sheet: Book and fair value of acquired business £'000 Tangible fixed assets 46 Stock 244 Debtors 464 Overdraft (186) Creditors (500) Net assets acquired 68 Net assets acquired 68 Goodwill capitalised 107 Consideration 175 Satisfied by Cash 92 Costs 33 125 Issue of shares 50 175 The acquired businesses generated turnover of £1,488,000 and a loss before tax of £18,000 in the twelve months to 31 December 2002. In the month to 31 January 2003, the acquired businesses generated turnover of £125,000 and a loss before tax of £10,000. 5. Disposal of subsidiary undertaking On13 June 2003, the company sold its 81% shareholding in Justfone Limited. Under the sale terms, the purchaser paid £150,000 for the share capital and to settle part of Justfone's indebtedness to the Holders group. A further £112,000 will be paid in monthly installments over 5 years, commencing in September 2003. Further amounts of up to £250,000 are potentially payable to Holders, depending on Justfone's financial results for the 3 years to 31 May 2006. Amounts beyond the initial consideration are recognised in the accounts when received. 6 This preliminary statement which has been approved by the Board on 9 March 2004 is not the Company's statutory accounts. The statutory accounts for each of the two years to 30 November 2002 and 30 November 2003 received audit reports, which were unqualified and did not contain statements under section 237 (2) or (3) of the Companies Act 1985. The 2002 accounts have been filed with the Registrar of Companies but the 2003 accounts are not yet filed. For further information, contact: Mr Rudi Weinreich, Chairman and Chief Executive, Holders Technology plc, on 020 8343 7095 Mr Barrie Newton, Director, Rowan Dartington and Company Limited, on 0117 933 0020. This information is provided by RNS The company news service from the London Stock Exchange
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