Interim Results

ASCOT PLC 8 September 1999 Contacts: Howard Dyer, Executive Chairman Martin Rogers, Group Finance Director Ascot Plc 0171 815 0805 David Bick/Becky Jewers Holborn Public Relations 0171 929 5599 david_bick@holbornpr.co.uk becky_jewers@holbornpr.co.uk Ascot Plc Interim Results for the six months ending 30 June 1999 Sales rose by 63% to £159.4m Operating profit up 43% to £20.7m, before goodwill amortisation 26% increase in adjusted, diluted earnings per share to 17.9p Interim dividend of 4.0p, up 14% Major progress in integrating Haltermann, acquired December 1998 Net debt reduced by £16.7m to £125.2m Appointment of Finance Director Commenting on the interim results, Ascot's Executive Chairman, Howard Dyer, said: 'For the first half of 1999, the Group achieved record sales and profits, a significant increase in earnings per share and major progress in integrating its recent acquisition of Haltermann. The 30% investment in ChiroTech produced a very satisfactory operating profit contribution as well as access to an expanding product pipeline. Overall, we expect further progress in the second half.' CHAIRMAN'S STATEMENT I am pleased to report an encouraging performance for the first half of 1999. The Group achieved record sales and profits, a significant increase in earnings per share and major progress in integrating its recent acquisition of Haltermann. Results For the half year to 30 June 1999, the operating profit of £20.7m was 43% higher than in the first half of last year, and profit before tax at £18.2m represented an improvement of 29% compared with last year, both of these stated before goodwill amortisation of £2.5m in 1999 (1998: £Nil). Sales rose by 63% to £159.4m. Adjusted, diluted earnings per share of 17.9p rose by 26%, reflecting the strong operational performance as well as the benefit of the return of capital in May last year. Your board is declaring an interim dividend of 4.0p per share, an increase of 14% over last year. Net debt fell from £141.9m to £125.2m during the period after capital investment of £8.5m and the repurchase of warrants for £1.7m, which will enhance future diluted earnings per share. In the first quarter, £70m of bank debt was refinanced, resulting in bank security being released. Interest cover is comfortable at 6.5 times. Operations Profits in the Chemical Engineering Division increased through a strong performance by our recent acquisitions. Fine Chemicals enjoyed a good first half, particularly in the supply of active pharmaceutical ingredients. The 30% investment in ChiroTech, the drug development company, produced a very satisfactory operating profit contribution of £2.3m as well as access to an expanding product pipeline. Speciality Chemicals posted strong results, with Haltermann generating operating profit of £7.7m on sales of £71.4m. Its Belgian and German businesses, in particular, have outperformed expectations. In the UK, weak markets have been experienced but signs of an improvement in demand are appearing. The acquisition of Haltermann at the end of last year established Ascot as the world's largest independent chemicals custom processing company. The integration of Haltermann with Ascot's existing speciality chemicals operations is progressing well. In order to drive long term growth, the own products and custom processing activities have been separated and dedicated management teams created to provide improved focus on their respective businesses. Profits in the Specialist Engineering Division declined as a result of weakness in refrigeration markets caused mainly by deferral of capital investment plans and low demand for service components and air conditioning units. In response to this lower level of activity, costs have been reduced and business development programmes implemented.The smaller engineering businesses achieved a marginal increase in profits against the background of a generally soft UK engineering market. Divestments We have continued to divest of non core assets and during the half year 23 properties were sold. Including amounts received from an associate company, gross sales proceeds were £10.3m, being at a premium to book value. Management I am delighted that Martin Rogers has joined the board as Group Finance Director. His appointment strengthens our central management team and I am sure that his experience will prove to be invaluable to the Group. Millennium The Group's programme to address the potential impact of the Millennium date change on its businesses is well advanced. The Board is confident that the programme will be completed in good time. Outlook For the remainder of the year, we are expecting refrigeration to show some improvement and general engineering to remain stable. In Fine Chemicals, orders for our product used in the recently launched anti-AIDs drug will be lower in the second half owing to high levels of stocks built both for launch and in advance of Year 2000. In Speciality Chemicals, Haltermann's order books remain strong and some improvement is beginning to be seen in the UK. Overall, we expect further progress in the second half. Consolidated profit and loss account (Unaudited) Notes Period ended Period ended Year ended 30 June 4 July 31 December 1999 1998 1998 £m £m £m Turnover all continuing operations 2 159.4 97.9 185.6 ===== ==== ==== Operating profit from continuing operations before goodwill amortisation 16.8 14.5 27.9 Amortisation of goodwill arising on acquisition of subsidiary (1.7) - - _____ _____ _____ Operating profit 15.1 14.5 27.9 ----- ----- ----- Share of operating profit of associates 3.9 - 2.3 Amortisation of goodwill on investment in associates (0.8) - (0.5) 3.1 - 1.8 Total operating profit: including Associates 18.2 14.5 29.7 Continuing operations Profit/(loss) on disposal of fixed assets and investments - 0.2 (0.4) Amounts written back on investments 0.7 - 1.0 _____ _____ _____ Profit on ordinary activities before interest 18.9 14.7 30.3 Interest payable less interest receivable (3.2) (0.6) (3.3) _____ _____ _____ Profit on ordinary activities before taxation 15.7 14.1 27.0 Taxation 3 (3.8) (2.9) (5.6) _____ _____ _____ Profit on ordinary activities after taxation 11.9 11.2 21.4 Dividends (3.0) (2.2) (7.9) _____ _____ _____ Retained profit for the period 8.9 9.0 13.5 ===== ===== ===== Earnings per share 4 - basic 15.7p 14.8p 30.9p - diluted 15.5p 14.4p 30.1p Adjusted earnings per share - basic 18.1p 14.6p 30.8p -diluted 17.9p 14.2p 30.0p Dividend per share 5 4.0p 3.5p 11.0p Consolidated balance sheet (Unaudited) Note 30 June 4 July 31 December 1999 1998 1998 £m £m £m Fixed Assets Intangibles 65.3 - 67.0 Tangible assets 138.9 73.8 142.1 Investments 31.3 7.1 36.1 _____ _____ _____ 235.5 80.9 245.2 Current Assets Stocks 42.0 29.3 47.3 Assets for resale 0.8 3.0 1.8 Debtors 48.2 44.8 57.1 Investments - 0.3 - Cash at bank and in hand 21.5 5.2 16.2 _____ _____ _____ 112.5 82.6 122.4 Creditors: Amounts falling due within one year Bank and other loans (2.1) (1.4) (30.1) Other creditors (75.3) (72.8) (90.8) _____ _____ _____ Net current assets 35.1 8.4 1.5 _____ _____ _____ Total assets less current liabilities 270.6 89.3 246.7 Creditors: Amounts falling due after more than one year Bank and other loans (144.6) (52.4) (128.0) Other creditors (3.5) (4.2) (6.5) Deferred taxation (11.7) (5.3) (11.7) Other provisions (41.6) (0.4) (40.1) _____ _____ _____ Net assets 69.2 27.0 60.4 ===== ===== ===== Capital and reserves 7 Called up share capital 9.8 10.0 9.8 Share premium account 41.4 13.6 42.3 Revaluation reserve 5.1 4.8 5.1 Other reserves 55.4 54.2 56.0 Profit and loss account (42.5) (55.6) (52.8) _____ _____ _____ Shareholders' funds 69.2 27.0 60.4 ===== ===== ===== Shareholders' funds include non equity shareholders' funds of £Nil (4 July 1998 £1.8m, 31 December 1998 £Nil). Consolidated cash flow statement (Unaudited) Period Period Year ended ended ended 30 June 4 July 31 December 1999 1998 1998 £m £m £m Operating Activities Operating profit 15.1 14.5 27.9 Depreciation 9.4 2.9 6.1 Increase in working capital (4.3) (9.8) (12.1) Acquisition reorganisation spend against provisions - (0.3) (0.7) Increase in provisions 1.7 - - Other non cash items (0.8) (0.1) (0.6) Net cash inflow from operating activities 21.1 7.2 20.6 Dividends from associates 1.5 - - Returns on investment and servicing of finance Interest received - 0.1 0.5 Interest paid (4.1) (0.7) (3.6) Net cash outflow from returns on investments and servicing of finance (4.1) (0.6) (3.1) Taxation Tax paid (1.9) (0.6) (2.5) Capital expenditure and financial investment Additions to investment properties and other fixed assets (8.5) (7.3) (14.1) Disposals of investment properties and other fixed assets 4.0 4.4 6.1 Disposal of current investments - 0.9 1.0 ____ _____ _____ Net cash outflow from capital expenditure and financial investment (4.5) (2.0) (7.0) Acquisitions and disposals Acquisition of business including costs (4.1) - (57.5) Acquisition of associate - - (30.9) Net cash outflow from acquisitions and disposals (4.1) - (88.4) Equity dividends paid - (4.7) (7.1) Management of liquid resources (12.3) - 3.6 Financing activities Decrease in loans to associates 6.3 - 4.9 Issue of ordinary shares less costs (0.9) 0.6 0.6 Repayment of B shares - (48.9) (50.7) Additional bank loans 35.0 47.0 133.7 Repayment of loan notes, bonds and bank loans (38.4) - (0.5) Cancellation of warrants (1.7) - - Net cash inflow/(outflow) from financing activities 0.3 (1.3) 88.0 (Decrease)/increase in cash (4.0) (2.0) 4.1 Note: Reconciliation of movement in net borrowings Period Period Year ended ended ended 30 June 4 July 31 December 1999 1998 1998 £m £m £m (Decrease)/increase in cash in the period (4.0) (2.0) 4.1 Increase/(decrease) in liquid resources 12.3 - (3.6) Repayment of bonds, bank borrowings and bank loans 38.4 - 0.5 Bank loan drawdown (35.0) (47.0) (133.7) _____ _____ _____ Change in net debt resulting from cash flows 11.7 (49.0) (132.7) Exchange rate movement 5.0 - - Loans acquired with Haltermann - - (9.6) _____ _____ _____ 16.7 (49.0) (142.3) Net (debt)/cash at start of period (141.9) 0.4 0.4 Net debt at end of period (125.2) (48.6) (141.9) Statement of total recognised gains and losses Period Period Year ended ended ended 30 June 4 July 31 December 1999 1998 1998 £m £m £m Profit on ordinary activities after taxation 11.9 11.2 21.4 Exchange movement on overseas net assets 2.5 (0.1) 0.3 Cancellation of warrants (1.1) - - _____ _____ ____ 13.3 11.1 21.7 ===== ===== ==== Notes 1. Basis of preparation The financial information contained in this interim statement is unaudited and does not constitute statutory accounts as defined in section 240 of the Companies Act 1985. The financial information for the full preceding period represents an abridged extract based on the statutory accounts for the financial period ended 31 December 1998. The financial information has been prepared on the same basis and applying the same accounting policies as in prior years, except for the adoption this year of Financial Reporting Standard 12. There has been no material impact on the interim statement by complying with Financial Reporting Standard 12 Those accounts for the financial period ended 31 December 1998, upon which the auditors issued an unqualified opinion, have been delivered to the Registrar of Companies. 2. Business segment analysis Period ended Period ended Year ended 30 June 1999 4 July 1998 31 December 1998 Operating Operating Operating Turnover profit Turnover profit Turnover profit £m £m £m £m £m £m Specialist Engineering 55.4 6.0 62.1 8.2 120.4 16.1 Chemical Engineering 100.7 15.2 31.9 6.6 58.6 14.6 Properties 3.3 1.8 3.9 1.8 6.6 3.7 Central costs - (2.3) - (2.1) - (4.2) Amortisation of goodwill arising on: - acquisition of subsidiary - (1.7) - - - - - investment in associate - (0.8) - - - (0.5) _____ _____ ____ _____ _____ _____ Turnover/total operating profit 159.4 18.2 97.9 14.5 185.6 29.7 Share of associates operating profit included in: - Chemical Engineering - (1.5) - - - (1.6) - Properties - (1.6) - - - (0.2) _____ _____ ____ _____ _____ _____ Turnover/operating profit 159.4 15.1 97.9 14.5 185.6 27.9 3. Taxation The charge for taxation comprises Period Period Year ended ended ended 30 June 4 July 31 December 1999 1998 1998 £m £m £m UK taxation at 30.5% (1998:31%) 1.9 2.4 2.9 UK deferred tax - - 1.8 Advance Corporation Tax - (0.4) - Overseas taxation 1.2 0.9 0.2 Tax on Associated income 0.7 - 0.7 ____ ____ ____ 3.8 2.9 5.6 ____ ____ ____ The tax charge is an estimate based upon the anticipated charge for the full year. 4. Earnings per share Period Period Year ended ended ended 30 June 4 July 31 December 1999 1998 1998 Earnings - basic £11.9m £11.2m £21.4m Average number of ordinary shares 75.7m 75.6m 69.2m Earnings per share - basic 15.7p 14.8p 30.9p Earnings - diluted £11.9m £11.2m £21.4m Average number of ordinary shares - diluted 76.6m 77.6m 71.0m Earnings per share - diluted 15.5p 14.4p 30.1p Earnings per share 15.7p 14.8p 30.9p Exclusion of (profits)/loss on disposal of fixed assets and investments - (0.2)p 0.6p Exclusion of amounts written back on investments (0.9)p - (1.4)p Exclusion of goodwill amortisation 3.3p - 0.7p ____ ____ _____ Adjusted earnings per share - basic 18.1p 14.6p 30.8p - diluted 17.9p 14.2p 30.0p The number of shares used in the calculation of basic earnings per share and diluted earnings per share has been calculated in accordance with Financial Reporting Standard 14. The diluted earnings per share calculations are based on the average number of ordinary shares used in the basic earnings per share calculation, with an adjustment to reflect the bonus element of the average number of warrants and options outstanding during the year. The bonus element of warrants and options arises when the exercise price is lower than the average market price during the year. The earnings per share comparatives have not been adjusted to reflect the return of capital to shareholders, in accordance with Financial Reporting Standard 14. 5. Dividends Period Year ended ended 30 June 31 December 1999 1998 Pence Pence per share £m per share £m Dividends on ordinary shares Interim 4.0p 3.0 3.5p 2.2 Final 7.5p 5.7 11.0p 7.9 ___ ___ 6. Reconciliation of movement in shareholders' funds Period ended 30 June 1999 £m Opening shareholders' funds 60.4 Profit for the period 11.9 Dividends (3.0) Exchange movements on overseas net assets 2.5 Share issue costs (0.9) Cancellation of warrants (1.7) Closing shareholders' funds 69.2 7. Reserves Share Revaluation Warrant Capital Profit premium reserve reserve redemption loss £m £m £m £m £m At 31 December 1998 42.3 5.1 0.6 55.4 (52.8) Retained profit - - - - 8.9 Share issue costs (0.9) - - - - Exchange movement - - - - 2.5 Cancellation of warrants - - (0.6) - (1.1) At 30 June 1999 41.4 5.1 - 55.4 (42.5) Independent review report to Ascot Plc Introduction We have been instructed by the company to review the financial information set out on pages 1 to 10 and we have read the other information contained in the interim report for 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 London Stock Exchange require that the accounting policies and presentation applied to the interim figures should be consistent with those applied in preparing the preceding 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 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 Derby 7 September 1999
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