Interim Results

SILVERMINES GROUP PLC 23 September 1999 SILVERMINES GROUP plc DELIVERS NEW STRATEGY WITH INTERIMS ANNOUNCING £21.2M OF DISPOSALS Key Announcements: - Disposal of UK Aerospace Division for £12.8 million - Sale of US Aerospace Division for £1.1 million - Disposal of Electrical Division for £5.5 million - Sale of Yateley manufacturing site for £1.77 million - Focused strategy on two profitable divisions, Broadcast & Telecommunications and Video Technology Results for Six Months to 30th June 1999 - Operating losses were £0.3m (1998 - £3.5m profit) after one off redundancy costs of £0.3m. - Overall Group results for the six months were a loss before taxation of £743,000 (1998 - £3.0m profit). - Losses per share were 0.6p (1998 - earnings per share 2.46p). - In the circumstances the Board are not recommending an interim dividend (1998 - 0.5p). Bob Morton, Chairman of Silvermines, commented on the announcements: 'The achievement of the first phase of our strategy demonstrates the commitment of our new Chief Executive, Ian Scott-Gall, and the Board to restore the growth and creditability of the Group, and with it, shareholder value. The subsequent expansion of the Group will involve making strategic higher technology acquisitions with the funds realised from the disposal programme. The board accordingly looks forward to the future with confidence.' For further information on Thursday 23 September 1999, please contact: Ian Scott-Gall Silvermines, Chief Executive 020 7353 1500 Thereafter contact Ian Scott-Gall on 0116 222 2111 Andrew Sharkey / Douglas Trainer Luther Pendragon 020 7353 1500 SILVERMINES GROUP PLC - INTERIM RESULTS CHAIRMAN'S STATEMENT Introduction I am pleased to announce that we have made good progress in effecting the disposal of the Group's non core trading and loss-making activities. This is the first phase of our strategy to focus on our higher technology businesses which are able to show organic growth and development opportunities. I am confident that the actions being taken and the strategy developed will restore shareholder value. Disposals Aerospace Agreement has been reached for the sale of the Group's Aerospace businesses for £13.9m. The disposal of the UK Aerospace business for £12.8m requires shareholders' approval and a circular to that effect will be sent to shareholders. The smaller US Aerospace business was sold on 13 September 1999 for £1.1m. These sales complete our withdrawal from this market sector. Electrical The Board has also reached an agreement to sell the Electrical Division to its management for £5.5m, which also requires shareholders' approval. Security Following an in-depth review, the Security Division has been separated into two business segments. The first is the loss-making UK manufacturing and distribution operation. This business has faced increasing competition in a difficult market and discussions are well advanced regarding its sale. The second business segment of the Security Division comprising the companies which sell directly to end users, will be retained. They have been brought together to form our Video Technology Division. Results for Six Months to 30 June 1999 In my statement to the Annual General Meeting on 2 June 1999, I reported that the slow down in orders in the second half of 1998 had impacted on trading in the first quarter of 1999 and the results for the first half year were therefore expected to be disappointing. The overall Group results for the six months were a loss before taxation of £743,000 (1998 - £3.0m profit). Total sales of £48.5m (1998 - £57.6m) were £9.1m lower than for the first half of last year, resulting in operating losses of £0.3m (1998 - £3.5m profit) after one-off redundancy costs of £0.3m in the businesses being disposed of. Interest costs were £0.4m (1998 - £0.5m). Group debt (before disposals) has risen from £12.9m to £13.5m, with gearing increasing from a year-end level of 44% to 46%. Losses per share were 0.6p (1998 - earnings per share 2.46p)and, in the circumstances, the Board is not recommending an interim dividend (1998 - 0.5p). BUSINESS REVIEW - ONGOING OPERATIONS Sales at £21.6m (1998 - £22.5m) for ongoing operations were slightly below the first half of last year. Operating profits from ongoing operations, after absorbing the total central costs of the Group, were £0.6m for the six months (1998 - £1.3m, including a £0.6m contribution from a one-off non-core technology licence sale). Broadcast and Telecommunications Division Turnover of £13.7m is ahead of last year's £12.8m. This is the net result of lower sales by Continental Microwave Limited under the Crown Castle International (formerly CTI) digital terrestrial television contract in this first half year compared with the higher level of deliveries last year and the inclusion in this half year of Multipoint Communications Limited (acquired in July 1998). Operating profits of £0.8million have been depressed by the expected lower margins achieved within Multipoint Communications Limited and a £0.13m increased debtor provision. The supply of equipment by this division for the UK digital TV infrastructure has been highly successful over the last full year and there are now more than 200 transmitters already in service. The next phase of this project should continue to generate good business towards the end of this year and into next year. The new generation electronic news gathering and portable links products have been well accepted in the market with over 100 systems now in service or on order in 20 countries. The division's share of the satellite communication market is also increasing following further development of the satellite news gathering ('SNG')portfolio with the launch of small antenna digital news gathering terminals. Orders for these alone exceeded £1m within four weeks of introduction and overall SNG output exceeded that of digital broadcast in the period. The integration of Multipoint Communications Limited into the divisional marketing team has proved effective and has given increased field presence for a greater range of products. Significant orders are expected in the second half of the year for this business. The opportunities for this division within the digital TV broadcast market and the increasing requirement for outside broadcast units and earth stations provides the Group with a business showing strong growth prospects. Video Technology Division As part of our strategic review, we have brought together those businesses of the Security Division which deal directly with the end user. These businesses will further develop the Group's presence in video networking, image processing, access control and building management as well as specialist video applications. We have appointed a new Managing Director to this division, which brings together Active Imaging, Codepoint, DataCell, Hernis Scan and American Auto-Matrix, into a customer focused applications division. Sales for the first half of 1999 were £7.9m (1998 - £9.7m), reflecting contracts in 1998 that have not been repeated in 1999 and the one-off non-core technology licence sale. Operating profits for the new division were £0.4m(1998- £1.0m). Central Costs The Group's central costs continue to be high during this phase of reorganisation and restructuring. We expect that they will be reduced to a level commensurate with the Group's size and listing on both the London and Dublin Exchanges. BUSINESS REVIEW -DISCONTINUED and TO BE DISCONTINUED The corrective actions taken in 1998 did not have the desired effect on the Group's trading during the first half of 1999. After a thorough strategic review of the Group's divisions and companies by our new Chief Executive, Ian Scott-Gall, it became clear that the Group needed to accelerate the disposal of its non-core and under-performing businesses. The effect of the UK trading conditions on two of the Group's divisions and on the non-core part of the Security Division can be seen by the reduction in turnover from the £35.1m reported for the first half of 1998 compared with the £26.9m achieved this year. The reduced volumes and margin pressures experienced in the first half have created losses in the Aerospace and Security businesses. The Electrical Division made a small profit of £0.1m (1998 - £0.6m). The operating losses of the discontinued and to be discontinued businesses were £0.9m for the first half of 1999 (1998 - £2.2 m profit). Aerospace Division In this first half year, the Aerospace Division sales were £10.98m compared with £14.4m for the same period last year. Despite cost reductions and management seeking to restore volumes and margins, a pre tax loss of £0.1m was incurred against a £1.1m pre-tax profit for the first six months of 1998. The aerospace industry as a whole is currently undergoing consolidation particularly amongst the supplier base. There are many small aerospace component manufacturers in a market that remains competitive. Following the review, it was decided to dispose of this division. Agreement has been reached for the sale of the UK Aerospace businesses for £12.8m. To complete the strategy of withdrawing from the aerospace market, we have sold our US company, Pickering Controls Inc. for £1.lm. The Group will therefore realise £13.9m (before costs and tax) from the sale of this division. The surplus over net asset value arising on disposal is estimated to be £4m but after adjusting for goodwill previously written off to reserves, there will be an overall loss of £1.8m. Electrical Division We have also announced that we have agreed to dispose of the Electrical Division. The sale to the management of this division for £5.5m recognises the cyclical nature of the markets and their continuing competitiveness. The Board considers that the opportunity for growth in these markets is limited. This disposal will give rise to a net book value loss estimated to be £1.7m which, after adjusting for goodwill previously written off to reserves increases to an overall loss of £3.0m. UK Security The difficulties facing this business were reported in the 1998 annual report and accounts and it was also reported in my statement to the Annual General Meeting that the slow down in orders would affect the first half year. The sales of the UK Security operations at £5.6m show a £1.8m reduction from the first six month's of last year's £7.4m. The business incurred an operating loss of £0.8m which, although lower than the loss in the second half of 1998, shows little sign of abating and represents a significant impediment to the Group's future profitability. Discussions are therefore at an advanced stage for the sale of this business. This will be at a substantial discount to the net asset value. In addition, the £10m of goodwill previously written off to reserves will not be recovered. Agreement was reached in July to sell our freehold manufacturing facility at Yateley, Hampshire. This facility was previously used by Silvermines' Videmech CCTV business prior to its relocation to the Newport site of the Company's Security Division. The consideration of £1.77m was paid on completion at 3 September 1999, which was £0.3m in excess of book value. Other Disposals Discussions are being held for the disposal of our small printed circuit board manufacturer, which is a non-core part of the Broadcast and Telecommunications Division. Strategy The disposals achieved to date will realise gross proceeds of £21.2m and an estimated surplus over net asset value of £2.6m. However, there will be an estimated overall loss on disposal of £4.5m after adjusting for goodwill of £7.1m previously written off to reserves. The disposal of the remaining non-core businesses will realise further funds and put the Group in a strong position from which to grow. It is the Group's intention to focus on two divisions, Broadcast and Telecommunications and Video Technology, whose technological base and expertise will allow for both organic and acquisition-led growth. The Broadcast and Telecommunications business is now demonstrating a leading global capability in its markets, in the supply of broadcast quality transmission equipment via satellite and terrestrial microwave and also in its developing capability with the supply of earth stations. The Video Technology Division has to develop its technology, particularly that of Internet Video transmission and has a number of very interesting existing and potential opportunities. Current Trading Current trading of the ongoing operations is at satisfactory levels, in the second half, but trading in the businesses to be discontinued remains disappointing. The order book for the Broadcast and Telecommunications business, particularly for Multipoint Communications, is encouraging and provides a strong platform for next year's growth. The Video Technology Division continues to perform well and will build on its businesses in order to move forward next year. Outlook The achievement of the first phase of our strategy demonstrates the commitment of our new Chief Executive and the Board to restore the growth and creditability of the Group, and with it, shareholder value. The next phases will be to complete the disposal programme, continue the development of the businesses within our two remaining divisions and review the Group's central cost base. The subsequent expansion of the Group will involve making strategic higher- technology acquisitions with the benefit of the funds realised from the disposal programme. The Board accordingly looks forward to the future with confidence. A L R Morton Chairman 23 September 1999 GROUP PROFIT AND LOSS ACCOUNT for the six months ended 30 June 1999 Six Six Year months to months to ended 30 June 30 June 31 Dec 1999 1998 1998 £000 £000 £000 Turnover Continuing operations - ongoing 21,571 22,522 43,639 - to be 6,241 7,962 13,813 discontinued - to be 18,964 25,569 53,077 discontinued, awaiting approval 46,776 56,053 110,529 - discontinued 1,738 1,608 3,649 operations 48,514 57,661 114,178 Operating profit Continuing operations - ongoing 566 1,322 2,145 - to be (908) 557 (741) discontinued - to be 6 1,844 2,850 discontinued, awaiting approval (336) 3,723 4,254 Discontinued (7) (206) (166) operations (343) 3,517 4,088 Exceptional - - (3,703) loss on sale of businesses Profit (343) 3,517 385 (loss) on ordinary activities before interest Interest (400) (505) (1,111) payable Profit (743) 3,012 (726) (loss) on ordinary activities before taxation Tax on 193 (753) (770) profit (loss) on ordinary activities Profit (550) 2,259 (1,496) (loss) for the financial period Dividends - 459 1,377 Transfer (550) 1,800 (2,873) (from) to reserves Basic and (0.60) p 2.46 p (1.63) p diluted earnings per share Earnings per 0.26 p 0.79 p 0.96 p share from ongoing operations Dividend per - p 0.50 p 1.50 p share STATEMENT OF TOTAL RECOGNISED GAINS AND LOSSES for the six months ended 30 June 1999 Six Six Year months to months to ended 30 June 30 June 31 Dec 1999 1998 1998 £000 £000 £000 Profit (550) 2,259 (1,496) (loss) for the financial period Translation 323 (175) (78) difference on foreign currency net investments Total (227) 2,084 (1,574) recognised gains and losses RECONCILIATION OF MOVEMENTS IN SHAREHOLDERS' FUNDS for the six months ended 30 June 1999 Six Six Year months to months to ended 30 June 30 June 31 Dec 1999 1998 1998 £000 £000 £000 Profit (550) 2,259 (1,496) (loss) for the financial period Dividends - (459) (1,377) (550) 1,800 (2,873) Shares - 12 11 issued Goodwill - - (241) written off on acquisitions Goodwill on - - 75 the disposal of a business Translation 323 (175) (78) difference on foreign currency net investments (227) 1,637 (3,106) Opening 29,233 32,339 32,339 equity shareholders' funds Closing 29,006 33,976 29,233 equity shareholders' funds GROUP BALANCE SHEET as at 30 June 1999 30 June 30 June 31 Dec 1999 1998 1998 £000 £000 £000 Fixed assets Intangible 2,274 - 2,796 assets Tangible 11,774 11,448 11,851 assets Financial 40 3,869 46 assets 14,538 15,317 14,693 Current assets Stocks 22,035 20,124 21,720 Debtors 25,764 35,270 27,755 Cash at bank 682 975 1,052 and in hand 48,481 56,369 50,527 Creditors - amounts falling due within one year Borrowings 9,878 7,321 9,444 Creditors 18,750 23,245 20,798 28,628 30,566 30,242 Net current 19,853 25,803 20,285 assets Total assets 34,391 41,120 34,978 less current liabilities Creditors - amounts falling due after more than one year Borrowing 4,254 4,939 4,508 Creditors 60 617 138 4,314 5,556 4,646 Provisions 1,071 1,588 1,099 for liabilities and charges 29,006 33,976 29,233 Capital and reserves Called up 2,182 2,182 2,182 share capital Share 45,255 45,256 45,255 premium account Other 1,450 1,450 1,450 reserves Profit and (19,881) (14,912) (19,654) loss account Equity 29,006 33,976 29,233 shareholders' funds SUMMARISED STATEMENT OF CASH FLOWS for the six months ended 30 June 1999 30 June 30 June 31 Dec 1999 1998 1998 £000 £000 £000 Net cash 1,021 (1,482) 2,043 inflow (outflow) from operating activities Returns on (317) (440) (1,117) investments and servicing of finance Taxation (336) (95) (844) Capital (536) (793) (1,775) expenditure Acquisitions - (887) (1,894) and disposals Equity - - (1,300) dividends paid Net cash (168) (3,697) (4,887) (outflow) before financing Financing (797) 1,467 717 (Decrease) (965) (2,230) (4,170) in cash RECONCILIATION OF NET CASH FLOW TO MOVEMENT IN NET DEBT 30 June 30 June 31 Dec 1999 1998 1998 £000 £000 £000 (Decrease) (965) (2,230) (4,170) in cash Cash inflow - (2,000) (2,000) from increase in loans Repayment of 256 244 543 bank loans Finance 541 301 751 lease repayments Change in (168) (3,685) (4,876) net debt resulting from cash flows Purchase of (390) (617) (1,046) tangible fixed assets with finance leases Finance - - 8 leases of undertakings sold Effect of 8 17 14 foreign exchange changes Movement in (550) (4,285) (5,900) net debt Opening net (12,900) (7,000) (7,000) debt Closing net (13,450) (11,285) (12,900) debt NOTES TO THE INTERIM ACCOUNTS for the six months ended 30 June 1999 1. SEGMENTAL REPORT Turnover Operating Profit 30 30 31 30 30 31 June June Dec June June Dec By 1999 1998 1998 1999 1998 1998 division: £000 £000 £000 £000 £000 £000 Broadcast 13,671 12,814 26,391 831 1,025 2,463 & Tele- communications Video 7,900 9,708 17,248 389 1,008 1,037 Technology Central - - - (654) (711) (1,355) Costs Ongoing 21,571 22,522 43,639 566 1,322 2,145 operations Security 5,646 7,426 12,443 (814) 447 (1,127) Other 595 536 1,370 (94) 110 386 To be 6,241 7,962 13,813 (908) 557 (741) discontinued UK 9,242 13,068 25,195 (71) 1,235 1,402 Aerospace Electrical 9,722 12,501 27,882 77 609 1,448 To be dis- 18,964 25,569 53,077 6 1,844 2,850 continued, awaiting approval Dis- 1,738 1,608 3,649 (7) (206) (166) continued operations Group 48,514 57,661 114,178 (343) 3,517 4,088 total Dis- 26,943 35,139 70,539 (909) 2,195 1,943 continued and to be discontinued operations The operating profit at 31 December 1998 is stated after deduction of exceptional reorganisation costs of £465,000 in the UK Aerospace division and £325,000 in the Security division. Turnover analysis Turnover 30 30 31 June June Dec By market: 1999 1998 1998 £000 £000 £000 Ongoing operations UK & 7,870 7,546 18,831 Ireland Rest of 6,474 5,387 8,437 Europe North 3,075 3,852 7,258 America Asia 2,613 1,774 3,557 Other 1,539 3,963 5,556 Other UK & 20,337 27,813 55,069 Ireland Rest of 2,777 3,848 7,227 Europe North 2,475 1,632 3,948 America Asia 779 837 1,955 Other 575 1,009 2,340 Group 48,514 57,661 114,178 total 2. TAX ON PROFIT (LOSS) ON ORDINARY ACTIVITIES The tax charge for the six months ended 30 June 1999 is based on the effective tax rate of 26% which it is estimated will apply for the full year. 3. DIVIDENDS No interim dividend is proposed for the period. In 1998 the interim dividend was 0.50p and the total dividend 1.50p. 4. EARNINGS PER ORDINARY SHARE Earnings per share is calculated by reference to a weighted average of 91,767,000 ordinary shares in issue during the period (30 June 1998 - 91,742,000 ; 31 December 1998 - 91,754,000). There is no difference between earnings per share and diluted earnings per share as the outstanding share options and warrants are considered antidilutive. Earnings per share from ongoing operations excludes after tax amounts relating to operations to be discontinued, including to be discontinued operations awaiting approval and discontinued operations of £786,000 loss (30 June 1998 - £1,532,000 profit ; 31 December 1998 - £1,949,000 profit). 30 June 30 June 31 Dec 1999 1998 1998 Basic and (0.60) p 2.46 p (1.63) p diluted earnings per share Adjustments: 0.86 p (1.67) p (2.12) p Result after taxation from operations to be discontinued, to be discontinued awaiting approval and discontinued operations Exceptional - p - p 4.71 p items Earnings per 0.26 p 0.79 p 0.96 p share from ongoing operations 5. RECONCILIATION OF OPERATING PROFIT TO NET CASH FLOW FROM OPERATING ACTIVITIES 30 June 30 June 31 Dec 1999 1998 1998 £000 £000 £000 Profit (343) 3,517 385 before interest and taxation Depreciation 1,082 977 2,067 Amortisation 72 - 72 of goodwill Provision - - 3,270 against investments Goodwill on - - 75 disposal of a business (Profit) on (15) (42) (54) sale of fixed assets (Increase) (112) (529) (1,924) in stocks (Increase) 2,135 (6,648) 398 decrease in debtors Increase (1,770) 1,333 (1,902) (decrease) in creditors (Decrease) (28) (90) (344) in provisions Net cash 1,021 (1,482) 2,043 inflow (outflow) from operating activities 6. SUBSEQUENT EVENTS On 3 September 1999 freehold property at Yateley, Hampshire was disposed of for a cash sum of £1.77 million. The net book value of the property was £1.4 million. On 13 September 1999 Pickering Controls Inc. was disposed of for a cash sum of £1.1 million. In the six months ended 30 June 1999 Pickering Controls Inc. recorded a pre-tax loss of £60,000 (1998 - £100,000 loss) on turnover of £1.8 million (1998 - £1.4 million). Net assets at that date were £2.3 million. On 23 September 1999 the UK Aerospace business, comprising Muirhead Vactric Components Limited and Norcroft Dynamics Limited, has been sold, subject to shareholder approval, for £12.8 million payable on completion. In the six months ended 30 June 1999 the UK Aerospace business recorded a pre-tax profit of £12,000 (1998 - £1.3 million) on turnover of £9.3 million (1998 - £13.1 million). Net assets disposed of at that date were £7.0 million. On 23 September 1999 the Electrical division, being Elequip Projects Limited, has been sold, subject to shareholder approval, to its management for £5.5 million, with £5.15 million payable on completion and £0.35 million on 30 June 2000. In the six months ended 30 June 1999 the Electrical division recorded a pre-tax profit of £83,000 (1998 - £0.6 million) on turnover of £9.7 million (1998 - £12.5 million). Net assets disposed of at that date were £7.0 million. In summary, the disposals will realise gross proceeds of £21.2 million, the total net assets disposed of are £17.7 million and the resulting profit on disposal is £2.6 million, after the deduction of transaction costs. There will be an overall loss on disposal of £4.5 million after adjusting for goodwill of £7.1 million previously written off to reserves. 7. BASIS OF PREPARATION The interim accounts, which are unaudited, have been prepared in accordance with the accounting policies set out in the Annual Report and Accounts for the year ended 31 December 1998. The financial information for the preceding year is based upon the statutory accounts for the year ended 31 December 1998 upon which the auditors gave an unqualified opinion and which have been delivered to the Registrar of Companies. 8. PROFIT AND LOSS ACCOUNT The profit and loss account comprises: 30 June 30 June 31 Dec 1999 1998 1998 £000 £000 £000 Accumulated 3,071 7,730 3,226 profits Goodwill (22,952) (22,642) (22,880) written off (19,881) (14,912) (19,654) 9. YEAR 2000 In the 1998 Annual Report and Accounts it was reported that the Group was well advanced in assessing the risks to the business resulting from the date change to the Year 2000. All Group companies instituted a thorough review of Year 2000 issues and developed comprehensive plans to address the risks and uncertainties highlighted by the reviews. The review included working with suppliers and customers with the objective of avoiding any business interruption. This assessment process has now been completed and action plans fully implemented. The cost of implementation was not significant and has been absorbed by the companies involved. REVIEW REPORT BY PRICEWATERHOUSECOOPERS TO THE DIRECTORS OF SILVERMINES GROUP PLC Introduction We have been instructed by the company to review the financial information set out on pages 5 to 11 and 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. Directors' responsibilities The interim report, including the financial information contained therein, is the responsibility of, and has been approved by the directors. The Listing Rules of the Irish Stock Exchange in the Republic of Ireland require that the accounting policies and presentation applied to the interim figures should be consistent with those applied in preparing the preceeding 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 issued by the Auditing Practices Board. 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 Auditing Standards and therefore provides a lower level of assurance than an audit. Accordingly we do not express an audit opinion on the interim 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 30 June 1999. PricewaterhouseCoopers Chartered Accountants and Registered Auditors Leicester 23 September 1999
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