Final Results

Trifast PLC 23 June 2003 Issued by Citigate Dewe Rogerson Ltd, Birmingham Date: Monday, 23 June 2003 Embargoed: 7.00am Trifast plc Preliminary Results for the year ended 31 March 2003 Year Year March 2003 March 2002 Sales £103.63m £103.91m EBITDA (pre-exceptionals) £6.00m £4.60m Operating Profit (pre-goodwill and exceptionals) £4.40m £2.63m Pre-tax profit (pre-goodwill and exceptionals) £3.95m £1.97m Pre-tax profit (post-goodwill and exceptionals) £2.23m (£4.01m) Adjusted diluted EPS 3.94p 1.51p Diluted EPS 1.96p (5.02p) •Cost reduction programme - restructuring near completion •Improved operational efficiencies and returns •Licenses & trademarks added to portfolio - including the acquisition of Pozidriv(R) brand •Business more evenly spread across variety of industries "The Group has made considerable progress and has produced a creditable performance in what can only be described as a very unpredictable market. The next phase in our development is to strengthen our brand presence and capabilities particularly in Mainland Europe where there is no single known brand. Although we see opportunities for consolidation in the market-place, we aim to concentrate on strengthening our fastener based business which provides solid returns at good margins. Despite the lack of a general 'feel-good' factor' in the market-place, the Group remains positive, robust, and motivated to achieve further growth this year." Jim Barker, Chief Executive FULL STATEMENT ATTACHED Enquiries: Jim Barker, Chief Executive Stuart Lawson, Group Finance Director Fiona Tooley / Katie Dale Trifast plc Citigate Dewe Rogerson Today: 020 7282 8000 (8.00am - 12.30pm) Today: 020 7282 8000 Mobile: 07769 934148 (JB) or 07765 253 895 (SL) Mobile: 07785 703523 Thereafter: 01825 747366 Thereafter: 0121 455 8370 Web-site: www.trifast.com Email: ceooffice@trifast.com --------------------------------------------------------- -2- Trifast plc Preliminary Results for the year ended 31 March 2003 JOINT STATEMENT BY THE CHAIRMAN, DAVID DUGDALE AND CHIEF EXECUTIVE, JIM BARKER The last year has been an exciting and challenging one for the Trifast management team and the staff around the network. The Group has made considerable progress and has produced a creditable performance in what can only be described as a very unpredictable market. We have focused on our core competence, which has provided the solid foundation for our business and a platform to further increase our market share, which is relatively small within the overall £5 billion European market and the £14 billion world market-place. TR is already recognised as one of the leading brands within the industry. Results Pre-tax profit (pre-goodwill and exceptional items) increased by 100% to £3.95 million (2002: £1.97m) on a turnover of £103.63 million. Pre-tax profit, (post-goodwill and exceptional items) amounted to £2.23 million (2002: loss £4.01m). Adjusted diluted earnings per share were up 161% at 3.94p (2002: 1.51p). Diluted earnings per share were 1.96p (2002: loss 5.02p) Further details are contained in the Group Finance Director's Financial Review. Review Trifast has continued to improve its position within the market-place and through the cost reduction programme implemented last year which is now completed, we have improved our returns mainly through operational efficiencies and a stronger more focused approach towards our core fastener business. The change in the market-place is reflected once again in the mix of our major customers where we have added a number of new contract manufacturers. Thus, the split of business across the sectors we now serve has become more evenly spread giving us a better balanced business across a variety of industries. Whilst we maintained our objective to exit low-margin business, we have also continued to secure better margin business within the transactional arena as well as winning a number of new logistics contracts. The net effect of these initiatives has kept our turnover constant and improved our gross profit. Following the significant cost reduction programme last year, re-focus of activities and skills set, both the UK and European businesses produced satisfactory results. Our operations in the Far East performed well. Their strong cost-effective manufacturing and technical expertise is a unique selling point for the Group. Although excess capacity remains, we believe that through the further development of major OEM business and Contract Manufacturing within North America and Mainland Europe, this business will continue to perform strongly. Although our US operation has improved its position on last year, the overall result was disappointing. Towards the end of the year we began to examine and review what we wanted to achieve through our US presence and how best we could achieve this. Our review has concluded that our US presence should be mainly focused on working with our Far East Operations to develop product approvals and partnerships with American OEM's and contract manufacturers. Consequently this business has been placed under the control of Steven Tan, our Director for Asia, and the Board look forward to reporting on its progress in our next report. continued... -3- Overall our focus remains to improve the mix of products we offer through better analysis of supply methods and systems, thereby creating a framework for smarter partnerships, which provide the customer with a seamless more efficient quality service, as well as further driving cost out for both the customer and TR. The next phase in our development is to strengthen our brand presence and capabilities particularly in Mainland Europe where there is no single known brand. Our business is about supplying customers with their fastener requirements at the most cost-effective price and in the shortest timescale. In support of this initiative we have expanded our stock range of standard products to reflect this new direction. We now have the ability to provide a first class service in any territory, which is backed by operationally efficient world-class manufacturing capabilities - something that none of our key competitors can offer. Licences and Trademarks During the year, we have added a number of product licences and trademarks to our portfolio including the Japanese 'Totsu-pura'(R)- a specialist drive mechanism which is utilised in the power tool sector. As announced today, we have also purchased from the Receivers of European Industrial Services, the intellectual property rights and engineering know-how relating to a number of trademarks and patents for products specified by a number of leading international customers. The trademarks include Pozidriv(R), Polymate(R) and Thinfix(R). These brands are well known within the trade and their acquisition is significant and underpins our strategy to building and enhancing our portfolio of specialist products. Management and People During the year, a number of changes were made to both the operational management and Main Board structure. We have simplified the operational structure to more fully reflect the focus of the business and to ensure better utilisation of the skills we have around the Group. Whilst Steven Tan has operational responsibility for the US and Far East, the European operations under Geoff Budd have been divided into two territories, the UK and Mainland Europe, with Bob Stevens heading up the UK business and David Skilling the European business. To allow us to provide the best possible service to our key international OEM customers, Glenda Roberts has been appointed Global Accounts Director. Glenda will concentrate on the on-going development of our top 20 global customers to maximise our efficiencies through better communications with the customer and between the various TR territories in both manufacture and supply. As part of the significant restructuring and cost-down programme in 2002, Steven Franklin, Executive Director resigned from the Board and left at the end of August 2002. John Wilson retired as Group Finance Director on 31 December 2002. John agreed to become a Non-Executive Director, with effect from 1 January 2003, following 25 years with the Group. On behalf of the Board, staff and shareholders we would like to thank John for his immense contribution and dedication. We are pleased to say that Stuart Lawson, who has been with Trifast since 1995, was promoted to Group Finance Director and joined the Main Board. In addition to his Finance role, Stuart oversees the Group's IT and HR functions. continued... -4- At the beginning of 2003, John Budgen, a Non-Executive Director since 1993 retired and we wish him well in the future and thank him for his dedication over the last 10 years. We welcome Anthony Allen who joined the Board at the same time as a Non-Executive Director. Colin Hill, Executive Director has asked, for personal reasons, to stand down from the Board with immediate effect. However, he will remain with the Group as Managing Director of Trifast's Irish operations. On behalf of the Board, we would like to thank Colin for the contribution he has made to the Group whilst on the Board and we look forward to continuing our working relationship with him as he oversees our Irish operations. Over the last two years, the Executive Board has been reduced from 7 to 4 with costs having been reduced by 42%. All Executive Director contracts now only run for one year. For the first time since 2000, we have been able to award our staff across the Group with a bonus. On behalf of the Board, we would formally like to thank all our employees both in the UK and overseas for their unstinting commitment and exceptional effort, which has been a major contributory factor to these results. SARS As part of the Group's Risk Management Strategy, contingency plans are in place with regard to our operations in the Far East in light of the SARS situation; we continue to monitor the situation very closely. Although the epidemic appears to be under control it is likely to have some impact on the Chinese economy. As yet there has been no adverse effect on our operations either operationally or commercially. Therefore, we believe that the situation will have negligible effect on the current financial year as a whole. Higgs Report The recommendations made in the Higgs Report have been considered by the Board. There are many points in the Report with which we already comply. Our current view is that to adopt all of these changes could detract from the effectiveness of the Board and have little consequential benefit for the shareholders in a Company of our size. If the Report's recommendations are implemented by the UK Listing Authority or by Parliament, we will assess the extent to which compliance by the Company is required, or would otherwise be in the best interests of the shareholders as a whole, and appropriate action will then be considered. Dividend In light of these satisfactory results and, our confidence about the continuing improvement in the Group's prospects, the Directors are recommending a final dividend of 1.27 pence per share. This, together with the interim of 0.63 pence per share makes a total for the year of 1.90 pence per share (2002: 1.80 pence per share). The dividend, which is subject to shareholder approval at the AGM, will be paid on 30 September 2003, to shareholders on the Register as at 4 July 2003. Prospects Over the last eighteen months we have transformed Trifast into a more focused, lean and operationally efficient Group, which is fundamentally stronger and with a better spread of customers and skills will combine to underpin our growth for the future. continued... -5- Although we see opportunities for consolidation in the market-place, we aim to concentrate on strengthening our fastener based business which provides solid returns at good margins whilst maximising the relationships and goodwill we have built with our key global accounts through our first class logistics service and support. Trading in April and May has been encouraging with results in line with our internal budgets. Despite the lack of a general 'feel-good' factor' in the market-place, the Group remains positive, robust, and motivated to achieve further growth this year. -6- Trifast plc Preliminary Results for the year ended 31 March 2003 FINANCIAL REVIEW BY THE GROUP FINANCE DIRECTOR, STUART LAWSON I am pleased that we were able to deliver a satisfactory set of results for the Trifast Group, in which we have recommended an increased dividend payment to the shareholders, and at the same time, provided our staff with a bonus payment for the first time since the year 2000. During the year, we have had to deal not only with a rapidly changing market-place and continuing price pressure from customers, but also unstable world events which have caused much economic uncertainty especially in the manufacturing industry. Results Profit before tax, goodwill amortisation, and exceptional items was £3.95m (2002: £1.97m) an increase of 100% on turnover of £103.63m (2002: £103.91m). Profit before tax after goodwill and exceptional items was £2.23 million (2002: loss £4.01m). We reported at the interim stage that our gross margin was improving. By the year-end, it had increased further to 24.7% (2002: 23.0%) as a result of our restructuring and a better mix of business. Overheads remain under tight control at £21.2m (pre-exceptionals and goodwill) representing 20.5% of sales revenue. We are confident that this level of overhead is not only sustainable for our current level of business but also robust enough to support future growth. Exceptional Charge This year we finalised our European restructuring programme, which resulted in an exceptional charge of £0.98m. The final stage of the European programme consisted of a number of management teams being integrated. The net result of these changes has given us a better utilisation of our resources, a simplified management structure, and improved speed of communication, which is absolutely vital in the fast changing market-place in which we operate. At the end of the year, £0.57m of this balance had already been utilised, with the remainder falling due in the current financial year. Cash Position and Financing Cash generation was positive before debt repayments of £3.18m. We also absorbed the cash effect of current year and prior year exceptional charges to the value of £1.3m. Controls continue to be high on working capital and all staff are very well aware of the saying 'Cash is King'. Our net debt position improved slightly to £10.5m despite funding the second deferred payment on our Taiwanese acquisition of £1.1m. At the year-end, we had a cash balance of £4.3m with £3.7m being non-sterling. We monitor exchange rates and buy or sell currencies in order to minimise our open exposure to foreign exchange risk. We are currently working with our Bankers to set up a European pooling function to assist maximising the use of our available cash balances around the Group, and continue to monitor our currency exposure daily. continued... -7- Our stock level has increased to £20.41m (2002: £19.79m), although this is distorted by an increase of £0.61m of stock held for one customer. Whilst our inventory stock levels are not excessive this is one area that we have targeted for improvement during the coming year. I expect that we will increase our range of standard and branded stocks whilst at the same time reducing stocks in other areas. Our net interest payable reduced to £0.45m (2002: £0.66m), with the interest paid element being £0.55m (2002: £0.80m); this reduction has been brought about by our repayment of debt and the reduced interest rates around the world. All of our loans are currently structured on variable rates, which we believe is appropriate at this period of time. However, we regularly review the option of fixing these rates. Our net interest cover, on a pre-exceptional and goodwill basis has improved from 4 times to 10 times. Capital expenditure remains under tight control and was again historically low at £0.94m with depreciation at £1.60m. Levels of expenditure have reduced as we have scaled down our UK manufacturing capacity and completed our main European satellite hub set-ups. I believe this expenditure will increase slightly in future periods but is unlikely to return to historic levels. During the year we made exceptional fixed asset disposals of £0.81m, producing a loss of £0.69 million. This loss had been fully provided for in the prior year. Our bank facilities at year-end totalled £3.21m. These are reviewed annually and currently provide more than adequate headroom for our forthcoming requirements. Taxation The tax charge for the year was £0.82m which represents an effective tax charge of 24.4% after adjusting for goodwill amortisation and timing differences in the US not recognised as a deferred tax asset. This lower than normal rate is due to the mix of our profits between Europe and Asia. Dividend A final dividend of 1.27p per share (2002: 1.20p) is proposed bringing the total for the year to 1.90p (2002: 1.80p), an increase of 5% on the prior year. This will have a cash effect of £1.4m which is covered by our profit after tax. Pensions This is an area which has been receiving an unprecedented level of media exposure in the past 24 months, with many companies' results and balance sheets decimated by funding shortfalls. Trifast has not experienced any of this as it operates Defined Contribution Pension Schemes which are not prone to the same risks. Control Reviews In conjunction with my team, I continue to review our internal controls and procedures with annual financial health checks undertaken by senior team members at each key site. I am confident that our controls are working effectively and that continuous improvements are being made. By the 2003 interims we will have also implemented a new management information system, which will provide us with even better access to Group financial information. Finally I would like to thank John Wilson for his support and wish him well for the future. I look forward to my next review when I hope to report further improvements in shareholder return. -8- Trifast plc Preliminary Results Consolidated Profit and Loss Account for the year ended 31 March 2003 2003 2002 Results Results Pre-exceptional Exceptional Pre-exceptional Exceptional Costs costs* Total Costs Costs Total £000 £000 £000 £000 £000 £000 Turnover - 103,631 - 103,631 103,910 - 103,910 Continuing operations Cost of (78,018) - (78,018) (80,001) - (80,001) sales Gross profit 25,613 - 25,613 23,909 - 23,909 Administration expenses - Before (17,317) (871) (18,188) (17,269) (442) (17,711) goodwill - Goodwill (742) - (742) (729) (981) (1,710) Total (18,059) (871) (18,930) (17,998) (1,423) (19,421) administrative expenses Distribution (3,893) - (3,893) (4,011) - (4,011) costs Operating 3,661 (871) 2,790 1,900 (1,423) 477 profit - Continuing operations Loss on - (113) (113) - (3,828) (3,828) termination of operations Profit/(loss) 3,661 (984) 2,677 1,900 (5,251) (3,351) on ordinary activities before interest and taxation Interest 95 - 95 138 - 138 receivable Interest (547) - (547) (801) - (801) payable and similar charges Profit/(loss) 3,209 (984) 2,225 1,237 (5,251) (4,014) on ordinary activities before taxation Tax (charge)/ (817) 401 credit on profit/(loss) on ordinary activities Profit/(loss) 1,408 (3,613) for the financial year Dividends (1,365) (1,308) ------- ------ Retained 43 (4,921) profit/(loss) for the financial year Earnings/ (loss) per share: Basic 1.96p (5.03p) Diluted 1.96p (5.02p) Adjusted 3.94p 1.51p diluted ------- ------ All amounts in the profit and loss account are derived from continuing operations for the current and prior year. There is no material difference in profit on ordinary activities before taxation and profit for the financial year stated above and the historical cost equivalents and therefore no separate note of historical cost profits and losses has been presented. * further details on the exceptional costs are given in note 3. -9- Trifast plc Preliminary Results Consolidated Balance Sheet at 31 March 2003 2003 2002 £000 £000 £000 £000 Fixed assets Intangible assets - goodwill 12,638 13,937 Tangible assets 13,197 14,922 ------- -------- 25,835 28,859 Current assets Stocks 20,406 19,788 Debtors 23,040 22,851 Cash at bank and in hand 4,252 7,306 ------- -------- 47,698 49,945 Creditors: amounts falling due within (25,521) (25,527) one year ------- -------- Net current assets 22,177 24,418 -------- -------- Total assets less current 48,012 53,277 liabilities Creditors: amounts falling due after (12,327) (16,518) more than one year Provisions for liabilities and (1,193) (2,223) charges ======== ======== Net assets 34,492 34,536 ======== ======== Capital and reserves Called up share capital 3,593 3,593 Share premium account 4,588 4,588 Revaluation reserve 1,017 1,017 Profit and loss account 25,294 25,338 ======== ======== Equity shareholders' funds 34,492 34,536 ======== ======== -10- Trifast plc Preliminary Results Consolidated Cash Flow Statement for the year ended 31 March 2003 2003 2002 £000 £000 £000 £000 Cash flow from operating activities 5,035 8,926 Return on investments and servicing of (472) (624) finance Taxation (1,033) (2,370) Capital expenditure and financial (762) (1,163) investment Acquisitions and disposals (1,146) (8,077) Equity dividends paid (1,314) (2,221) ------- ------- (4,727) (14,455) Cash inflow/(outflow) before 308 (5,529) financing Financing Issue of ordinary share capital - 43 (Decrease)/increase in debt (3,180) 9,398 ------- ------- Net cash flow from financing (3,180) 9,441 ======= ======= (Decrease)/increase in cash in the (2,872) 3,912 year ======= ======= Reconciliation of net cash flow to movement in net debt 2003 2002 £000 £000 (Decrease)/increase in cash in the year (2,872) 3,912 Cash outflow/(inflow) from decrease/(increase) in debt and 3,180 (9,398) lease financing ------- ------- Change in net debt resulting from cash flows 308 (5,486) Loans and finance leases acquired with subsidiaries - (99) Translation difference (216) 47 Movement in net debt in the year 92 (5,538) Net debt at beginning of year (10,595) (5,057) ======= ======= Net debt at end of the year (10,503) (10,595) ======= ======= Consolidated statement of total recognised gains and losses for the year ended 31 March 2003 2003 2002 £000 £000 Profit/(loss) for the financial year 1,408 (3,613) Currency translation differences on foreign currency net 29 (184) investments Tax charges in respect of the retranslation of related (116) - borrowings ------- ------- Total recognised gains/(losses) relating to the financial 1,321 (3,797) year ======= ======= -11- Trifast plc Preliminary Results NOTES 1. Geographical segments The Group's turnover, analysed by geographical market of destination, is as follows: 2003 2002 £000 £000 United Kingdom 63,123 67,503 European Union (excluding UK) 17,796 16,540 Europe - other 4,767 3,590 North and South America 10,779 9,167 Far East 6,916 5,973 Other 250 1,137 ------ ------ 103,631 103,910 ------ ------ The Group's turnover, profit before tax and net assets, analysed by geographical market of origin, are as follows: UK Asia Rest of World Group 2003 2002 2003 2002 2003 2002 2003 2002 £000 £000 £000 £000 £000 £000 £000 £000 Turnover Continuing 73,302 78,236 17,763 15,046 20,838 19,356 111,903 112,638 businesses Inter segment (5,155) (5,696) (2,705) (2,373) (412) (659) (8,272) (8,728) sales ------ ------ ------ ------ ------- ------ ------- ------ Sales to third 68,147 72,540 15,058 12,673 20,426 18,697 103,631 103,910 parties ------ ------ ------ ------ ------- ------ ------- ------ Profit/(loss) before interest and taxation Segment profit/ (loss) before goodwill 3,031 2,348 3,804 3,082 (356) (917) 6,479 4,513 Goodwill (87) (87) (482) (423) (173) (1,200) (742) (1,710) amortisation Exceptional (871) - - - - - (871) - costs ------ ------ ------ ------ ------- ------ ------- ------ Loss on termination of operations (113) (3,828) - - - - (113) (3,828) ------ ------ ------ ------ ------- ------ ------- ------ Segment profit 1,960 (1,567) 3,322 2,659 (529) (2,117) 4,753 (1,025) Central costs - - - - - - (2,076) (2,326) ------- ------ ------- ------ Profit/(loss) on ordinary activities before interest and taxation 2,677 (3,351) ======= ====== ======= ====== Segment net 10,727 9,079 6,267 5,371 10,564 9,122 27,558 23,572 assets Central net - - - - - - 6,934 10,964 assets ------ ------ ------ ------- ------- ------ ------- ------ 10,727 9,079 6,267 5,371 10,564 9,122 34,492 34,536 ====== ====== ====== ======= ======= ====== ======= ====== Turnover is predominantly derived from the manufacture and logistical supply of industrial fasteners and category 'C' components. continued... -12- 2 Profit/(loss) on ordinary activities before taxation 2003 2002 £000 £000 Profit/(loss) on ordinary activities before taxation is stated after charging and (crediting): Auditors' remuneration: Audit 171 169 Other fees paid to the auditors and their associates 112 52 Fees paid to other Group auditors 84 - Depreciation and other amounts written off tangible fixed assets: Owned 1,507 1,870 Leased 90 96 Hire of plant and machinery - operating leases 19 8 Hire of other assets - operating leases 1,009 1,188 Loss on disposal of fixed assets 22 29 Rents receivable from property (5) (5) Net exchange gains (95) (41) Goodwill amortisation 742 1,710 The total amount charged for the hire of plant and machinery amounted to £22,000 (2002: £10,000). This comprises rentals payable under operating leases as well as depreciation on plant and machinery held under finance leases together with the related finance charges. The audit fee included for the Company was £33,000 (2002: £33,000). The auditors also received £nil (2002: £32,000) which had been capitalised as part of the cost of an acquisition. 3. Exceptional costs Administrative expenses The operating exceptional cost of £871,000 related to: £000 A payment made to John Wilson in accordance with his contract in 99 relation to loss of office. Restructuring at 4 distribution sites, moving costs out of satellite 185 units into hubs resulting in redundancies. Review of the management structure within Europe resulting in 425 redundancies. Review of Trifast plc Board requirements resulting in Steven Franklin 162 stepping down from the Board in August 2002. Loss of termination of operation The loss on termination cost of £113,000 related to an additional accrual for the closure of the two sites last year relating to higher than anticipated dilapidation costs. The operating cash flow impact of all the exceptional items above was £571,000 outflow in respect of redundancy payments and dilapidations payments. The tax effect of the above items is a £295,000 tax credit. 4. Interest payable and similar charges 2003 2002 £000 £000 On bank overdraft 4 6 Finance charges payable in respect of finance leases and hire 1 3 purchase contracts Loans and mortgages 531 779 Other 11 13 ------ ------ 547 801 ------ ------ continued... -13- 5. Taxation Analysis of charge in period 2003 2002 £000 £000 £000 £000 UK corporation tax Current tax on income for the period (16) - Adjustments in respect of prior periods (39) (1) ------- ------- (55) (1) Foreign tax Current tax on income for the period (600) (809) Adjustments in respect of prior periods 18 72 ------- ------- (582) (737) ------- ------- Total current tax (637) (738) Deferred tax Origination/reversal of timing differences (143) 1,101 Adjustment in respect of previous years (37) 38 ------- ------- (180) 1,139 ------- ------- Tax (charge)/credit on profit/(loss) on (817) 401 ordinary activities ------- ------- Factors affecting the tax charge for the current period The current tax charge for the period is higher (2002: credit is lower) than the standard rate of corporation tax in the UK 30% (2002: 30%). The differences are explained below: 2003 2002 £000 £000 Current tax reconciliation Profit/(loss) on ordinary activities before tax 2,225 (4,014) ------- ------- Current tax (charge)/credit at 30% (2002: 30%) (668) 1,204 Effects of: Expenses not deductible for tax purposes - Goodwill amortisation (200) (512) - QUEST - 23 - Other (221) (363) Timing differences on exceptional items 185 (756) Deferred tax assets not provided (34) (182) Capital allowances for period in excess of depreciation 4 (410) Utilisation of tax losses 69 - Different tax rates on overseas earnings 249 187 Adjustments to tax charge in respect of previous periods (21) 71 ------- ------- Total current tax charge (see above) (637) (738) ======= ======= 6. Dividends 2003 2002 Ordinary shares: £000 £000 Interim paid - 2003: 0.63p per share (2002: 0.60p) 453 446 Final proposed - 2003: 1.27p per share (2002: 1.20p) 912 862 ------- ------ Total dividend 1,365 1,308 ------- ------ continued... -14- 7. Earnings per share 2003 2002 Weighted average number of ordinary shares in issue 71,868,150 71,854,565 - basic Adjustment in respect of share options 131,809 122,391 ------- ------ Weighted average number of ordinary shares in issue 71,999,959 71,976,9561 - diluted ------- ------ 2003 2002 EPS EPS Earnings Basic Diluted Earnings Basic Diluted £000 £000 Profit/(loss) for 1,408 1.96p 1.96p (3,613) (5.03)p (5.02)p the financial year Adjustments: Goodwill 742 1.03p 1.03p 729 1.01p 1.01p amortisation charge Goodwill impairment - - - 981 1.37p 1.36p charge Operating 871 1.21p 1.20p 442 0.62p 0.62p exceptional items Loss on termination 113 0.16p 0.16p 3,828 5.32p 5.32p of operations Tax credit on (295) (0.41)p (0.41)p (1,281) (1.78)p (1.78)p exceptional items ------- ------- ------ ------- ------- ------ Adjusted earnings 2,839 3.95p 3.94p 1,086 1.51p 1.51p and EPS ======= ======= ====== ======= ======= ====== The 'Adjusted diluted' earnings per share is detailed in the above table. In the Directors' opinion this best reflects the underlying performance of the Group and assists in the comparison with the results of earlier years. In accordance with FRS14 the weighted average number of shares in the period has been adjusted to take account of the effects of all dilutive potential ordinary shares. 8. Stocks 2003 2002 £000 £000 Raw materials and consumables 519 570 Work in progress 448 425 Finished goods and goods for resale 19,439 18,793 ------- -------- 20,406 19,788 ======= ======== During the period a review was undertaken of the Group stock provisioning policy relative to changes in the dynamics of the business. The net effect of this refinement on the method of estimation was a reduction in the provision of £297,000 at 31 March 2003. The Group consignment stock held from suppliers at the year end, which was not included on the balance sheet, was £70,000 (2002: £80,000). This stock will be invoiced to the Group as it is drawn down. continued... -15- 9. Reconciliations of movements in shareholders' funds Group Company 2003 2002 2003 2002 £000 £000 £000 £000 Profit/(loss) for the financial year 1,408 (3,613) (2,335) (3,174) Dividends (1,365) (1,308) (1,365) (1,308) -------- -------- -------- -------- Retained profit(loss) for the year 43 (4,921) (3,700) (4,482) Capitalisation of reserves on issue of - (78) - - shares to QUEST Issue of ordinary shares - 121 - 121 Exchange differences 29 (184) - - Corporation tax on gains taken to (116) - - - reserves -------- -------- -------- -------- Net reduction to shareholders' funds (44) (5,062) (3,700) (4,361) Opening shareholders' funds 34,536 39,598 25,340 29,701 -------- -------- -------- -------- Closing shareholders' funds 34,492 34,536 21,640 25,340 -------- -------- -------- -------- 10. The financial information set out above does not constitute the company's statutory accounts for the years ended 31 March 2002 or 2003 but is derived from those accounts. Statutory accounts for 2002 have been delivered to the Registrar of Companies and those for 2003 will be delivered following the Company's Annual General Meeting. The auditors have reported on those accounts; their reports were unqualified and did not contain statements under Section 237 (2) of the Companies Act 1985. 11. This statement is not being posted to shareholders. The Report & Accounts for the year ended 31 March 2003 will be posted to shareholders in July 2003. Further copies will be available from Nicky Kember at the Company's Registered Office: Trifast House, Bellbrook Park, Uckfield, East Sussex, TN22 1QW. 12. The Annual General Meeting will be held on 24 September 2003 at 12.00 noon, at the Company's Registered Office as above. This information is provided by RNS The company news service from the London Stock Exchange

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