Final Results
API Group PLC
3 December 2001
3 December 2001
API GROUP PLC
Preliminary announcement for the year ended 30 September 2001
* Sales of £183.4m (£188.8m)
* Operating loss (before goodwill amortisation and exceptional items) £
2.9m (£12.3m profit)
* Loss before tax, goodwill amortisation and exceptional items of £4.5m
(£11.6m profit) reflecting continuing difficult trading conditions and
business disruption resulting from plant rationalisation programmes
* Exceptional items £24.5m of which £24.1m charged in the first half
* Adjusted loss per share of 15.4p (22.4p profit). No final dividend
* Net assets per share 204p and balance sheet gearing of 34%
* Progress has been made in focusing the Group, including:
- site rationalisation programmes in Europe now complete
- new management in place with shortened reporting lines
- low cost product sourcing from China
* 2002 will benefit from rationalisation, new capacity and cost
reduction programmes to create annualised savings of £6m
Commenting on the results, Chief Executive Derek Ashley said:
'This has been a challenging year in which new management has re-organised the
Group, focused production, taken cost out and introduced new products - all
against a difficult trading background. However, much has been achieved and
the benefits will flow through
to improved profitability and to reduced borrowings this financial year.'
Extracts from Chairman and Chief Executive's review
For the year ended 30 September 2001
KEY FEATURES
Substantial progress has been made in the year in reorganising the Group to
reduce costs in order to restore profitability and to generate positive cash
flow. This has been achieved against a background of competitive trading
conditions which have been reflected in the deteriorating performance in the
second half of the year, as foreshadowed at the time of the interim results.
Five major site rationalisation projects have been undertaken in the year,
involving 200 job losses and which will, in aggregate, produce annual cost
savings of some £6m per annum with effect from 2002:
* Closure of the laminates manufacturing site in Rochdale and transfer
of equipment to Poynton, completed in September
* Conversion to a secure operation at the Salford facility for the
production of specialist foils, initiated during the second half
* Concentration of European foil manufacturing at Livingston
* Consolidation of the Metallised Paper business at Caerphilly
following closure of the plant at Lyme Green
* Relocation of Filmcast to new site in Nelson and commissioning of a
new cast polypropylene co-extrusion line, completed in August
In addition to the site rationalisations, a number of management changes have
been made in the Group with the focus on underperforming businesses. In the
metallised paper operation, a new management team is now in place with a clear
brief to bring the business to break even this financial year.
The global foils business has been restructured and a layer of management has
been removed. In the United States and in Converted Products new management
is in place. The Group's Head Office is being relocated to Poynton to share
accommodation with the Laminates operation.
Elsewhere in the Group, with the notable exceptions of Shen Yong in China and
European Laminates, the performance has been disappointing. We intend
therefore to concentrate on those areas of activity where we can leverage our
expertise. In doing so we will bring more focus to API and reduce
non-productive costs.
FINANCIAL RESULTS
Turnover for the year ended 30 September 2001 fell by 3% to £183.4m (£188.8m).
After adjusting for the effect of the Metallised paper acquisition the
like-for-like decline was 7%. The foils businesses in Europe and the United
States accounted for the bulk of the fall, while Shen Yong experienced good
growth.
An operating loss of £2.9m (£12.3m profit) reflected the continuing difficult
trading conditions across the Group and compared with a profit of £0.3 million
at the half year. Interest payable increased the loss to £4.5m (£11.6m
profit). Exceptional items of £24.5m and goodwill amortisation of £0.9m
totalled £25.4m (£15.7m). Of the exceptional items £24.1m was charged in the
first half. Exceptional items comprised goodwill written off £12.8m, site
rationalisation, management restructuring and related costs of £10.6m and
provision against the ESOP shares of £1.1m. The FRS3 attributable loss per
share was 91.7p (loss 21.5p). No final dividend is being declared.
The Group experienced an overall cash outflow of £11.7m in the year. A £12.4m
reduction in working capital has to a certain extent offset poor trading
results and the costs of the rationalisation programme. However, after taking
into account cash and short-term investments in China of £7.3m, net borrowings
increased to £23.7m (£12.0m), equivalent to gearing of 34% (12%). Sterling
bank facilities total £40m.
Net capital expenditure in the year amounted to £11.5 million including
commitments of £3.5 million carried over from the previous year and £3.6
million of expenditure on the site rationalisation programme. For the current
year, capital expenditure is currently planned to be significantly less than
the depreciation charge of some £8.0m.
REVIEW OF OPERATIONS
Foils and Laminates
Operating performance declined substantially from 2000 profits of £12.7m to £
2.4m in 2001 (before goodwill and exceptional costs) on sales down 5% to £
111.2m (£116.7m). Some 80% of this reduction in profitability was due to
decreasing sales volumes and prices, with higher raw material costs accounting
for the balance. The US foils business was the primary cause, moving from
profits of £2.4m in 2000 to a loss of £3.8m, reflecting the fall in high
margin speciality sales for currency and protective film coatings. The
European foils operations accounted for most of the remaining shortfall, with
profits falling by £3.9m due to continuing price erosion as a result of the
weak euro, import penetration and increased raw material costs. However, Shen
Yong and the European laminates business were able to maintain their
profitability.
In addition to the rationalisation programme designed to reduce costs and
improve focus, divisional management changes have been made. Foils is now
structured as a single business servicing worldwide customers from
manufacturing sites in Europe, USA and China and the European laminates
business has been consolidated onto a single site. As a result of this
simplified structure a divisional management layer has been eliminated.
Included in a series of profit improvement actions is the introduction of new
products including the international 'SuperGrafix' range of foils. This '
universal' product range can be manufactured in API's hot stamping foil plants
in the USA, UK and China, replacing a wide range of lower performance
products, improving productivity and facilitating lowest cost sourcing.
The key priority in the division is to reverse the operating losses incurred
in 2001 in the US foils business. A new Divisional Chief Executive, with
turnaround experience, has been recruited and the senior management team has
also been strengthened. A wide
ranging product improvement plan is already paying dividends.
Metallised Paper
Turnover in the metallised paper business increased by 17% to £24.4m (£20.8m),
reflecting the first full year of the Van Leer acquisition. The operating
loss for the year was £2.9m (£1.7m loss), with the performance adversely
affected by the significant disruption caused by the move to Caerphilly.
Numerous technical problems followed the re-installation of major items of
equipment transferred from the Macclesfield site. These were exacerbated by
flooding caused by heavy rainfall in April and a fire at the plant in July.
The result has been that manufacturing output has fallen well below plan.
Conversely, sales order volume has not been a concern. However, with 85% of
sales into mainland Europe, margins were extremely tight reflecting the
continued strength of sterling. A new Divisional Chief Executive has been
appointed and he is implementing a revised development plan which, although
not as ambitious in volume terms, will substantially reduce operating costs by
selecting the most beneficial product mix in terms of productivity and margin.
CONVERTED PRODUCTS
The division achieved an operating profit of £0.2m (£3.9m) on sales down 7% to
£47.8m (£51.3m). As with the Foils and Laminates division, trading
deteriorated further in the second half year with the operations losing £0.3m
compared with a profit of £0.5m in the first half year.
The Tenza (self adhesive products) and Learoyd (film based flexible packaging)
businesses produced disappointing performances with substantial reductions in
profits while the Coated Products business (siliconised release papers)
increased profits. Coated Products continues to have exciting potential with
new film products for medical and hygiene applications, particularly in the
Far East , and in the introduction of bakery papers for the fast food
industry.
Tenza's decline in profitability was attributable to margin reductions,
reflecting selling price pressures both in the UK and in export markets and
raw material price increases. Management has responded by reducing costs
wherever possible but a substantial improvement is dependent upon more
favourable exchange rates and new product initiatives.
The Learoyd business moved into loss during the year. The deterioration in
performance was in part caused by the relocation of the cast polypropylene
operation and the commissioning of a new co-extrusion line. Management in the
business has been strengthened and sales initiatives for the new products
available from the ten-colour press and the new co-extrusion line are
materialising into firm orders. Substantial organisational changes throughout
the structure of the business have been made which are expected to show
benefits later in 2002.
MANAGEMENT
Over the last year there have been major changes to the Board and senior
management. Derek Ashley joined the Group in February 2001 as Chief Executive
having previously worked in the United States as CEO of a large graphics
company.
In September, David Hudd succeeded Moger Woolley as non-executive Chairman and
Moger will retire as a director at the AGM. Moger had served API as Chairman
since 1992 and he became Executive Chairman from July 2000 until Derek Ashley
joined in February 2001. We have announced today that Dennis Holt has
resigned from the Board. Dennis has been Finance Director of the Group since
1990. The Board acknowledges the contribution of Moger and Dennis to the
development of the Group and are particularly grateful to Moger for assuming
the role of Executive Chairman on an interim basis.
We have also today announced the appointment of David Walton as Group Finance
Director, with immediate effect. Mr Walton was previously a Senior Vice
President of AGT Inc, a publicly traded US company in the graphics industry.
Richard Wright joined the Board as a non-executive director in September.
Richard has had a successful career in sales and marketing and has been a
senior executive of the Ford Motor Company for 13 years. We welcome him to
the Board.
There have also been a number of changes in the operational management group.
Brian Bradbury, who was responsible for the development of our Asia-Pacific
businesses, assumes responsibility for the worldwide Foils business and Don
Kneir has recently joined the Group and heads our USA Foils operations. In
the UK, Paul Laskey, previously the Foils and Laminates Sales and Marketing
Director, has recently been appointed to lead the Metallised Paper business.
Colin Ames and Richard Vaughan continue heading the Laminates and Converted
Products businesses respectively.
The last year has been difficult for the Group and we acknowledge the
continuing effort and commitment of all our employees.
OUTLOOK
The achievement of a more acceptable result in 2002 rests upon our success in
stemming the losses in both the United States and in the Metallised Paper
businesses, which together lost £6.7m before central costs in 2001.
Significant progress is being made during the current year towards our
objective of eliminating these losses.
In the Converted Products division we have invested in excess of £6.0m, from
which we expect improving returns in 2002. We are confident that the
management changes and other initiatives will produce an improvement in
performance.
Trading conditions are expected to remain competitive across the Group. We
have responded with a series of measures. The site rationalisation programme
has reduced our cost base by some £6.0m per annum, with the full benefits
expected in the current year. In addition, raw material prices have recently
softened which will assist margins. Our ability to source a standard range of
foil products from Shen Yong will also be advantageous. The Group is currently
trading in line with our expectations.
ENDS
Enquiries:
David Hudd, Non Executive Chairman Tel: 020 7831 3113
Derek Ashley, Chief Executive Tel: 020 7831 3113
API Group plc
Tim Spratt
Financial Dynamics Tel: 020 7831 3113
GROUP PROFIT & LOSS ACCOUNT
for the year ended 30 September 2001
2001 2000
Continuing Operations Continuing Operations
Before Exceptional Total Before Exceptional Total
Exceptional Items and Exceptional Items and
Items and Goodwill Items and Goodwill
Goodwill Goodwill
Amortisation Amortisation Amortisation Amortisation
£'000 £'000 £'000 £'000 £'000 £'000
Turnover 183,440 - 183,440 188,772 - 188,772
Cost of
sales (149,764) (21,255)(171,019) (142,930) (12,879) (155,809)
including - (846) (846) - (1,112) (1,112)
goodwill
amortisation
Gross profit 33,676 (21,255) 12,421 45,842 (12,879) 32,963
Distribution (8,249) (88) (8,337) (7,800) - (7,800)
costs
Ad-
ministrative(28,328) (4,067) (32,395) (25,780) (2,740) (28,520)
expenses
Operating (2,901) (25,410) (28,311) 12,262 (15,619) (3,357)
(loss)/profit
Profit/ (loss)
on disposal of
land and - 33 33 - (97) (97)
buildings
(Loss)/profit
on ordinary
activities (2,901) (25,377) (28,278) 12,262 (15,716) (3,454)
before
interest and
taxation
Net interest (1,642) - (1,642) (677) - (677)
expense
(Loss)/profit
on ordinary
activities (4,543) (25,377) (29,920) 11,585 (15,716) (4,131)
before
taxation
Taxation 398 - 398 (2,994) 1,109 (1,885)
(Loss)/profit
on ordinary
activities (4,145) (25,377) (29,522) 8,591 (14,607) (6,016)
after taxation
Profit
attributable
to minority (984) - (984) (1,144) - (1,144)
equity
interests
(Loss)/profit
attributable
to (5,129) (25,377) (30,506) 7,447 (14,607) (7,160)
Ordinary
shareholders
Ordinary - - - (5,060) - (5,060)
dividends
Balance
transferred
(from)/to (5,129) (25,377) (30,506) 2,387 (14,607) (12,220)
reserves
Earnings
per ordinary
25p share
Basic (15.4)p (91.7)p 22.4p (21.5)p
Diluted (15.4)p (91.7)p 22.4p (21.5)p
Dividends
per
ordinary
25p share 0p 0p 15.19p 15.19p
Basic
weighted
average
ordinary
shares 33,262,578 33,262,578
The weighted average number of shares excludes the 588,000 shares owned by the
API Group plc No. 2 Employee Benefit Trust
GROUP BALANCE SHEET
at 30 September 2001
2001 2000
£'000 £'000
Fixed assets
Intangible assets 6,859 20,162
Tangible assets 66,054 61,722
Investments 435 1,499
73,348 83,383
Current assets
Stocks 23,189 30,355
Debtors 42,852 52,444
Short term investments 1,283 -
Cash at bank and in hand 7,088 8,502
74,412 91,301
Creditors - amounts falling due within one year (69,482) (63,783)
Net current assets 4,930 27,518
Total assets less current liabilities 78,278 110,901
Creditors - amounts falling due after more than
one year (205) (304)
Provisions for liabilities and charges (1,366) (4,197)
Deferred credit - government grants (1,007) (274)
75,700 106,126
Minority interests (6,630) (7,083)
Total net assets 69,070 99,043
Share capital and reserves
Called up share capital 8,463 8,463
Share premium account 50,563 50,563
Revaluation reserve 2,616 2,616
Capital redemption reserve 549 549
Profit and loss account 6,879 36,852
Equity shareholders' funds 69,070 99,043
GROUP CASH FLOW STATEMENT
for the year ended 30 September 2001
2001 2000
£'000 £'000
Reconciliation of operating loss to net cash
inflow
from operating activities
Operating loss (28,311) (3,357)
Amortisation and depreciation less government 8,058 8,560
grants
Impairment charge against intangible assets 12,850 -
Impairment charge against tangible fixed
assets and
investments 1,693 7,806
Loss on disposal of fixed assets other than
land and
buildings 161 110
Decrease/(increase) in stocks 7,302 (8,423)
Decrease/(increase) in debtors 9,182 (413)
(Decrease)/increase in creditors (1,326) 1,037
(Decrease)/increase in provisions (2,837) 3,383
Net cash inflow from operating activities 6,772 8,703
2001 2001 2000 2000
£'000 £'000 £'000 £'000
Cash flow statement
Net cash inflow from operating activities 6,772 8,703
Returns on investments and servicing
of finance
Interest paid (1,807) (820)
Interest received 165 143
Dividends paid to minority interests (1,490) (3,132) (529) (1,206)
Taxation
UK (308) (2,880)
Overseas (500) (808) (1,067) (3,947)
Capital expenditure and financial
investment
Payments to acquire tangible fixed assets (13,378) (12,648)
Receipts from sale of tangible fixed 1,017 1,390
assets
Payments to acquire investments - (629)
Receipt of government grants 860 (11,501) 274 (11,613)
Acquisitions and disposals (Note C) (139) (3,798)
Equity dividends paid (2,874) (5,076)
Net cash outflow before use of liquid
resources and financing (11,682) (16,937)
Management of liquid resources
Increase in short term investments (1,283) -
(China)
Increase in short term borrowing 12,016 10,733 18,782 18,782
Financing
Capital element of finance lease rental
payments - (33)
(Decrease)/increase in cash in the period (949) 1,812
Exchange movement 51 859
Balance sheet movement in net cash (898) 2,671
GROUP CASH FLOW STATEMENT
for the year ended 30 September 2001
Notes to the cash flow statement
A. Analysis of net debt
Cash Exchange
2000 Flow Difference 2001
£'000 £'000 £'000 £'000
Cash at bank and in hand 8,502 (1,426) 12 7,088
Bank overdraft (1,762) 516 - (1,246)
6,740 (910) 12 5,842
Short term investment in Chinese
Government Bonds - 1,283 - 1,283
Short term borrowing (18,782) (12,055) 39 (30,798)
(12,042) (11,682) 51 (23,673)
B. Reconciliation of net cash flow to movement in net debt
2001 2000
£'000 £'000
(Decrease)/increase in net cash (910) 1,812
Repayment of capital elements of finance leases - 33
Short term investment in Chinese Government Bonds 1,283 -
Short term borrowings (12,055) (18,782)
Change in net debt resulting from cash flows (11,682) (16,937)
Exchange differences 51 859
Movement in net debt (11,631) (16,078)
Net (debt)/funds at start of year (12,042) 4,036
Net debt at end of year (23,673) (12,042)
C. Analysis of the net outflow of cash in respect of the acquisition of
subsidiary undertakings and businesses
Gold Total
Impressions
£'000 £'000
2001
Cash 139 139
consideration
paid
Net outflow in 139 139
respect of
acquisitions
Van Leer Metallised
Paper Caerphilly
Gold
Chromagem Goodstrack Impressions Total
£'000 £'000 £'000 £'000 £'000
2000
Cash 1,811 180 128 1,764 3,883
consideration
paid
Cash at bank and
in hand
acquired (85) - - - (85)
Net outflow in
respect of
acquisitions 1,726 180 128 1,764 3,798
OTHER STATEMENTS
12 months 12 months
to to
30 30
September September
2001 2000
£'000 £'000
Statement of total recognised gains and losses
Loss attributable to members of the parent company (30,506) (7,160)
Currency translation differences on foreign currency
net investments 533 4,118
Total gains and losses recognised since last annual
report and
accounts (29,973) (3,042)
Reconciliation of movements in shareholders' funds
Loss attributable to members of the parent company (30,506) (7,160)
Dividends - (5,060)
Currency translation differences on foreign currency
net investments 533 4,118
Net decrease to shareholders' funds (29,973) (8,102)
Opening shareholders' funds 99,043 107,145
Closing shareholders' funds 69,070 99,043
NOTES
SEGMENTAL ANALYSIS
Analysis of turnover by destination
2001 2000
£'000 £'000
United Kingdom 81,930 88,145
Continental Europe 51,046 49,110
Americas 30,870 33,031
Rest of World 19,594 18,486
183,440 188,772
Analysis of turnover, (loss) / profit before interest and tax, and net assets
by origin
(Loss) / profit Net
before
Turnover operating assets
interest and tax
2001 2000 2001 2000 2001 2000
£'000 £'000 £'000 £'000 £'000 £'000
United Kingdom 138,192 141,774 (983) 7,608 68,827 70,512
Continental Europe 2,580 2,506 87 195 950 494
Americas 29,853 33,388 (4,590) 1,839 17,344 25,930
Rest of World 12,815 11,104 2,585 2,620 5,480 7,527
183,440 188,772 (2,901) 12,262 92,601 104,463
Exceptional items and
goodwill - - (25,377) (15,716) - -
amortisation
Non operating assets - - - - (23,531) (5,420)
183,440 188,772 (28,278) (3,454) 69,070 99,043
Analysis of turnover, (loss) / profit before interest and tax, and net assets
by activity
(Loss) / profit Net
before
Turnover operating assets
interest and tax
2001 2000 2001 2000 2001 2000
£'000 £'000 £'000 £'000 £'000 £'000
Foils and laminates 111,229 116,655 2,382 12,655 56,702 68,268
Metallised paper 24,377 20,774 (2,872) (1,706) 8,364 8,554
Converted products 47,834 51,343 197 3,904 27,535 27,641
Central costs - - (2,608) (2,591) - -
183,440 188,772 (2,901) 12,262 92,601 104,463
Exceptional items and
goodwill - - (25,377) (15,716) - -
amortisation
Non operating assets - - - - (23,531) (5,420)
183,440 188,772 (28,278) (3,454) 69,070 99,043
The comparative figures have been reclassified to reflect the revised
presentation for the current year.
NOTES
Operating loss
12 months to 12 months to
30 September 30 September 2000
2001 £'000
£'000
Exceptional items charged against
operating loss comprise
Restructuring of operating businesses 10,650 12,509
Impairment of intangible assets 12,850 -
Provision against own shares held in ESOP 1,064 959
Other - 1,489
24,564 14,507
Basis of preparation
The accounts have been prepared on the basis of the accounting policies as set
out in the 2000 Annual Report and Accounts.
Publication of abridged accounts
The preliminary announcement figures for the year ended 30 September 2001 and
the comparative figures for the year ended 30 September 2000 are an abridged
version of the Group's statutory accounts which carry an unqualified audit
report and do not contain a statement under S237 (2) or (3) of the Companies
Act 1985. The Group's audited statutory accounts for the year ended 30
September 2001 will be filed in due course with the Registrar of Companies.
The Group's audited statutory accounts for the year ended 30 September 2000
have been filed with the Registrar of Companies.
The Annual Report and Accounts for the year ended 30 September 2001 will be
posted to shareholders by 8 January 2002 prior to the Annual General Meeting
on 5 February 2002. Copies of the Annual Report and Accounts will be
available to members of the public from 9 January 2002 at the Group's
registered office at Second Avenue, Poynton Industrial Estate, Poynton,
Cheshire SK12 1ND.