Preliminary Results

Stanelco PLC 14 March 2008 14th March 2008 Stanelco Plc ('Stanelco','the Company' or 'the Group') Preliminary Results for the 12 months ended 31st December 2007 Financial Highlights Note - 2006 was a 14 month period • Group revenue £8.1m (2006: £6.7m) • Loss from operations excluding exceptional items £3.1m (2006: loss £6.6m) • Closing Group cash position £8.1m; ahead of Board's expectations • Loss per share 0.169p (2006: Loss per share 1.213p) Business Highlights • A year of transition and focus; re-organised Group into two distinct divisions: - BioPlastics - strengthened Biotec sales; commenced commercialisation of further IP from Aquasol portfolio - RF Applications - generating increased orders for traditional RF business • Organisational changes resulted in a tight management team with clear priority of achieving growth through commercialisation of technology and products • Disciplined and careful approach to cash control John Standen, Non-Executive Chairman said: 'This past year has been one of significant achievements and positive changes for Stanelco, led by Paul Mines and his team. We have focused the business on two distinct areas that the Board believes will provide the Company with a sustainable, profitable future.' 'With our substantial cash resources enabling us to look at sensible investment opportunities and improving sales showing the benefits of good management, we remain confident that the resources are in place to improve our business performance over time.' 'The current year has started well and we expect continued good progress in the Group's main businesses. This gives the Board confidence in the outlook for further development in 2008.' - Ends - For further information please contact: Paul Mines, Chief Executive, Stanelco plc Tel: +44 (0) 2380 867100 Clive Warner, Finance Director, Stanelco plc Jonathon Brill/Caroline Stewart, Tel: +44 (0) 20 7831 3113 Financial Dynamics Chairman's statement This year has seen a number of significant achievements and positive changes for Stanelco. In particular, we have begun the commercialisation of more of the IP from the Aquasol portfolio with a credible partner; Stanelco's direct sales of product from the Biotec joint venture (JV) have increased materially in the second half of the year (albeit from a small base); and our RF subsidiary is building a sizeable enquiry book compared with its previous performance in 2006. Management changes at the beginning of the year, and the appointment of Paul Mines as CEO, are having a positive effect. Results In line with the Board's expectations, we made a trading loss before exceptional items for the year ended 31 December 2007 of £3.1 million (2006: loss £6.6 million). The loss before taxation was £5.0 million (2006: loss £15.3 million) resulting in a loss per share of 0.169 pence (2006: loss 1.213 pence). Turnover of £8.1 million (2006: £6.7 million) was lower than our expectations, principally due to reduced volume take-off at Biotec in the second half of the year by its principal customer SPhere SA (SPhere). The Board do not recommend the payment of a dividend. Our cash position at year end was £8.1 million, significantly ahead of the Board's expectations, due to a disciplined and careful approach being taken on expenditure by our financial management. With our substantial cash resources enabling us to look at sensible investment opportunities and improving sales showing the benefits of good management, we remain confident that the resources are in place to improve our business performance over time. When we achieve profitability we should have substantial protection from taxation due to the ability to offset prior years' losses. Strategy Since our interim statement, the Board has planned the future strategic path for the business. Stanelco has been reorganised and focused into two distinct areas; BioPlastics and Radio Frequency Applications (RF). Our BioPlastics division encompasses all our activities in bio-based plastics. We have grouped together in this division Aquasol, the Biotec JV and our business based on growing sales of bioplastics, either based on Biotec's IP or on IP offering similar advantages in the marketplace. We regard this as our core business going forward and are looking for new opportunities to increase its critical mass quickly. The investment we are making in pilot facilities and additional technical/ science skills in the UK is underway and we look forward to the extra impetus and capability that this will bring to the development and commercialisation of bioplastics. Biotec is our JV with SPhere. It has valuable know-how and IP in the bioplastics arena and has volume capacity substantially above its current output. Biotec has had a mixed performance this year, due principally to Novamont S.p.A ('Novamont '), an Italian based competitor, making claims that a patent infringement exists with both Biotec and SPhere. This dispute is being defended vigorously following advice from our legal advisors. Inevitably, this has caused SPhere to reduce the volume purchased from Biotec somewhat. We believe that the Biotec business is a valuable asset and is important to our future strategy and we will do all we can to further its growth within Stanelco. RF was the traditional base of the group and has been re-invigorated to seek and service business opportunities in its loyal market; this change in approach is capturing new business, encouraging existing customers to increase volumes and re-activating former customers. With improving performance now apparent from Stanelco, my task, and that of the Board, is to secure the confidence of our shareholders and to pursue a strategy that delivers sustainable and profitable growth into the future. Board and employees We are now a small board of directors devoted to achieving success for our shareholders. The quality and depth of management skills that Paul Mines and his subsequent appointees have brought to the business is beginning to emerge and there is more to come. Our employees have experienced considerable management change over the past two years and have put in a magnificent level of commitment during that time. The employee base has been reduced significantly but is now beginning an upward curve in line with improving sales. I hope that our employees will be able to reap rewards in the same way as our shareholders as our success grows. May I offer my thanks to all those who have contributed to our improving performance this year. Outlook The current year has started well and we expect continued good progress in the Group's main businesses. This gives the Board confidence in the outlook for further development in 2008. John Standen Chairman 14th March 2008 Chief Executive's statement The last year has been a very exciting and challenging one for Stanelco as the Group has brought greater focus and development impetus to its technology and products. This will allow us to ensure we deliver the commercialisation of our current portfolio of developments. The decision to concentrate the management attention onto two key areas of the business is yielding benefits in the clarity of purpose of our team and encouragingly greater interest from customers for trials and tenders. There is some early indication of direct sales uplift but this remains limited to-date. We have a cohesive new product origination and industrialisation plan that is already seeing several innovative new products launched in the RF Applications business and others in the pipe-line of the BioPlastics business. The year has seen considerable progress on the elimination of vestigial claims and issues holding back the business by managerial distraction or legal/ financial obligation. Whilst minor issues remain, these no longer represent a distraction to the business. In the future we are seeking to commercialise our developing product range through direct sales, partnerships and other innovative routes. Operational Review STANELCO BIOPLASTICS A single Stanelco BioPlastics operating unit was established in the year incorporating Biotec, the global sales function for bioplastic resins and the activities of Aquasol. Stanelco's bioplastic products build on 17 years of development at Biotec and are being enhanced by both ongoing development at Biotec and the increasing depth and experience of the technical team at Stanelco. The global bioplastics market is emergent with various technology types competing for what still remains a limited requirement. In Europe the market to date has been focused on biodegradability and compostability; this has favoured thinner materials such as films for bags. In North America and Asia it appears that the market has a greater desire for 'sustainability' and for bio materials which replace oil based materials in part or completely. Specific underlying demands and growth rates remain difficult to predict as various customer bases assess their appetite for the differing properties and often additional costs associated with biomaterials. Whilst we believe the existing product offering is 'best-in-class' versus competitive biomaterials, the functional attributes often fall far short of existing oil based products (backed, as they are, by decades of development). The Board has therefore decided to complement the development activities at Biotec with a pilot/development unit at the Company's headquarters in Southampton under Paul Law's leadership (Paul was appointed MD of the BioPlastics division in October 2007). This unit has recently been commissioned and an extensive set of trials is planned over the next six months. Sales activities were re-organised during the year, particularly in relation to expanded reach into continental Europe. The early signs from this are promising with a greater level of customer contact and pre-commercial trials. Local arrangements for sales in North America were terminated in the period, it is expected that we shall be developing a renewed approach to this market in 2008. Biotec Biotec is responsible for researching, developing and manufacturing a range of biodegradable products from its base in Germany to support the sales and manufacturing activities of Stanelco and Sphere. Stanelco holds a 'Golden Share' in the ownership arrangement with SPhere that is due to expire on 31 December 2009. Investment in new equipment at Biotec during the year of £1.0 million increased effective capacity to 7,500 tonnes per annum. The end result is a capable and modern automated facility that, while unproven as yet by demand, may be able to flex up to 20,000 tonnes per annum in its current footprint/configuration. Novamont has brought proceedings against Biotec and SPhere and certain group companies of SPhere claiming infringement of the French and Italian designations of Novamont's European Patent Numbers EP 0 327 505, EP 0 947 559 and EP 0 937 120 (Novamont Patent). Biotec is defending these claims on the basis that the claims in the Novamont Patents relied on by Novamont are not infringed by Biotec and/or are invalid. We are advised that the proceedings are at an early stage and a judgment is not expected for a year or two at least. Stanelco and Biotec continue to take professional and technical advice with regard to this litigation and are confident of a successful outcome. Biotec is core to Stanelco's future growth plans and we believe that the existing product range and underlying science base provide a robust platform for growth. Aquasol The Aquasol activities were merged into the Stanelco BioPlastics division during the year. The Company commissioned a report from PricewaterhouseCoopers to review a number of Aquasol patents. This, together with our own analysis, has enabled us to concentrate development activity into those patents which are most likely to provide sustainable and profitable growth. We are also considering further product developments that will utilise Stanelco's own bioplastic materials. Royalty and commission agreements continue in place for Quantum Finish with Reckitt Benckiser. There is some continuing interest in FrogPack and this is being explored with a potential marketing partner. FrogMat is a re-pulpable protective packaging with cushioning properties, and a pilot production machine for this product has been completed and validated and is expected to be shipped to our development/commercialisation partner in the first half of 2008. RF APPLICATIONS Our traditional RF business has received significant attention through the year. The Board has reviewed the product portfolio and the market areas that the business can hope to compete in successfully. The core elements of the business remain mobile welders, fibre optics furnaces, zirconia tubes and general parts and servicing. Work on GreenSeal food tray sealing ceased during the period following unsuccessful trials and a review of its technological efficacy and cost when compared with conventional heat sealing alternatives. This has allowed concentration on the existing customer base which has already produced repeat orders of products not previously sold for some time. Stanelco has a good brand reputation in this area for long-lasting and technically well engineered products. The management team are rebuilding an innovative OEM (original equipment manufacturer) RF business. We are refilling the product pipeline and value-engineering the existing product range. This is now being followed by a review of the sales and market access structure with around half of enquiries (by value) now originating in Asia. Financial Review The Group's revenue increased to £8.1 million (14 months to 31 December 2006: £6.7 million) principally due to volume increases within Biotec by the sale of biodegradable resins to SPhere. The Group's opening cash position was £12.9 million. During the year the net final instalment of the Biotec deferred consideration of £1.6 million was paid. The cash movements are detailed in the consolidated cashflow statement and supporting note. The closing cash position was £8.1 million. The loss from operations before exceptional items for the period, £3.1 million, was in line with the Board's expectations. The finance related income and expense, including foreign exchange gains, was £0.6 million. The strategic review undertaken during the year resulted in the following one-off items in the period: • impairment of intangible assets in respect of GreenSeal and Aquasol of £2.3 million; and • costs related to discontinued operation of £0.2 million While the Board is aware that these one-off charges have had a significant impact on the period's results, the Directors believe that these measures have been necessary for the long-term benefit of the Group. The net loss following these one-off items is £5.0 million. The resulting loss per share is 0.169p and shareholders' funds reduced by £3.5 million to £21.3 million in the year. The Group has identified that under IFRS, certain aspects of the accounting for prior period acquisitions required restatement. The adjustments required have no cash impact and no material impact upon the 2007 reported result. Advisory Appointments The Company has appointed advisors during the year which it considers more appropriate to its future requirements. These include auditors Grant Thornton UK LLP, insurance brokers Heath Lambert Limited, solicitors Osborne Clarke LLP and bankers Royal Bank of Scotland plc Employees There has been considerable organisational change in the year. Average employee numbers fell from 84 to 54 with most of this difference being accounted for in the UK business. This has included the recruitment of a number of experienced senior executives, redundancy for some individuals and the significant changing of direction for our staff. I would like to thank all our employees for their commitment during this period and their readiness to accept the challenges that have faced with professionalism and enthusiasm. Paul Mines Chief Executive Officer 14th March 2008 UNAUDITED CONSOLIDATED INCOME STATEMENT For the period ended 31 December 2007 Note 12 Months ended 14 Months ended 31 December 2007 31 December 2006 as restated £'000 £'000 REVENUE 2 8,064 6,670 Cost of sales (5,405) (4,668) GROSS PROFIT 2,659 2,002 Distribution costs (227) (220) Recurring Administrative expenses 3 (5,548) (8,388) Exceptional Items 4 (2,527) (8,416) LOSS FROM OPERATIONS (5,643) (15,022) LOSS FROM OPERATIONS EXCLUDING EXCEPTIONAL ITEMS (3,116) (6,606) Interest Received 614 134 Finance Charges 5 (458) (580) Foreign Exchange gain 469 187 LOSS BEFORE TAXATION (5,018) (15,281) Taxation (31) 446 LOSS FOR THE PERIOD (5,049) (14,835) Attributable to: Equity holders of the parent (4,583) (14,706) Minority interest (466) (129) RETAINED FOR THE PERIOD (5,049) (14,835) The calculation of earnings per share is based on the loss after tax for the year of £5,049,467 (2006: restated loss of £14,835,000) and a weighted average of 2,996,577,096 (2006: 1,223,004,193) ordinary shares in issue Basic and diluted loss per share - pence (0.169) (1.213) All recognised gains and losses are included in the income statement. The accompanying notes form an integral part of the financial statements. UNAUDITED CONSOLIDATED BALANCE SHEET As at 31 December 2007 At 31 December 2007 At 31 December 2006 as restated £'000 £'000 £'000 £'000 NON-CURRENT ASSETS Goodwill 12,725 13,210 Other intangible assets 216 979 Property, plant and equipment 4,364 4,018 17,305 18,207 CURRENT ASSETS Inventories 6,519 1,854 Trade and other receivables 1,878 1,152 Amounts due on deferred consideration - 1,597 Corporation tax - 439 Cash and cash equivalents 8,059 12,916 16,456 17,958 TOTAL ASSETS 33,761 36,165 CURRENT LIABILITIES Trade and other payables 4,765 1,479 Amounts payable in respect of deferred consideration 466 3,734 Promissory notes 5,672 5,205 Obligations under finance lease 169 40 Bank loans - 5 Short term provisions 441 857 11,513 11,320 NON-CURRENT LIABILITIES Obligations under finance lease 938 27 938 27 TOTAL LIABILITIES 12,451 11,347 NET ASSETS 21,310 24,818 UNAUDITED CONSOLIDATED BALANCE SHEET (CONTINUED) As at 31 December 2007 At At 31 December 2007 31 December 2006 as restated £'000 £'000 EQUITY Share capital 3,012 2,978 Share premium account 38,199 37,932 Share options reserve 883 1,016 Translation reserves 102 293 Retained losses (25,056) (20,473) EQUITY ATTRIBUTABLE TO EQUITY HOLDERS OF THE 17,140 21,746 PARENT Minority interest 4,170 3,072 TOTAL EQUITY 21,310 24,818 The accompanying notes form an integral part of the financial statements UNAUDITED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY As at 31 December 2007 Share Share Shares to Share Translation Retained Attributable Minority TOTAL capital premium be issued options reserves losses to equity interest account reserve holders of EQUITY the parent £'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000 Balance at 929 19,899 1,050 393 19 (5,780) 16,510 2,498 19,008 1 November 2005 as restated Exchange translation - - - - 274 (50) 224 21 245 differences Net income recognised - - - - 274 (50) 224 21 245 directly in equity Loss for the period - - - - - (14,706) (14,706) (129) (14,835) Total recognised income - - - - 274 (14,756) (14,482) (108) (14,590) and expense for the period New share capital 2,049 18,033 - - - - 20,082 - 20,082 subscribed Minority share of - - - - - - - 682 682 increase in subsidiaries capital reserve Shares issued in - - (400) - - - (400) - (400) respect deferred consideration Adjustment to deferred - - 150 - - - 150 - 150 consideration Transfer to non-current (800) (800) (800) liabilities Share option charges - - - 686 - - 686 - 686 Share options exercised - - - (63) - 63 - - - in period Balance at 31 December 2,978 37,932 - 1,016 293 (20,473) 21,746 3,072 24,818 2006 as restated Balance at 2,978 37,932 - 1,016 293 (20,473) 21,746 3,072 24,818 1 January 2007 Exchange translation - - - - (191) - (191) 835 644 differences Net income recognised - - - - (191) - (191) 835 644 directly in equity Loss for the period - - - - (4,583) (4,583) (466) (5,049) Total recognised income - - - - (191) (4,583) (4,774) 369 (4,405) and expense for the period New share capital 34 267 - - - - 301 - 301 subscribed Minority share of - - - - - - - 729 729 investment in joint venture Share option charges in - - - (133) - - (133) - (133) period Balance at 3,012 38,199 - 883 102 (25,056) 17,140 4,170 21,310 31 December 2007 UNAUDITED CONSOLIDATED CASH FLOW STATEMENT For the year ended 31 December 2007 Note 12 Months ended 14 Months ended 31 December 2007 31 December 2006 £'000 as restated £'000 NET CASH OUTFLOW FROM OPERATING ACTIVITIES 7 (4,248) (6,926) INVESTING ACTIVITIES Interest received 614 134 Proceeds on disposal of property, plant and equipment 673 34 Investment in intangible assets (71) (1,406) Purchase of property, plant and equipment (1,029) (2,067) Settlement of deferred consideration (net) (1,909) (1,719) NET CASH USED IN INVESTING ACTIVITIES (1,722) (5,024) FINANCING ACTIVITIES Repayment of loan capital (5) (132) Repayment of obligations under finance lease (157) (83) Proceeds of issue of ordinary share capital 301 19,682 Minority interest investment from joint venture partner 729 682 Proceeds from finance lease 1,300 76 NET CASH FROM FINANCING ACTIVITIES 2,168 20,225 NET INCREASE/(DECREASE) IN CASH AND CASH EQUIVALENTS (3,802) 8,275 CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 12,916 4,396 Effect of foreign exchange rate changes (1,055) 245 CASH AND CASH EQUIVALENTS AT END OF PERIOD 8,059 12,916 The accompanying notes form an integral part of the financial statements UNAUDITED NOTES TO THE FINANCIAL STATEMENTS For the period ended 31 December 2007 1. RESTATEMENT OF PRIOR YEAR RESULTS 12 Months ended 14 Months ended 31 October 2005 31 December 2006 as restated as restated £'000 £'000 Increase in transaction costs* 180 Increase in finance charges** 417 Increase in pre-tax loss 180 417 Cumulative loss bought forward (180) Decrease in Goodwill (856) Increase amounts due to third party in respect (800) of deferred consideration*** Increase amounts due to third party in respect 676 (417) of deferred consideration** Reduction in net assets (180) (1,397) Cumulative loss bought forward 180 Shares to be issued*** 800 Retained Earnings 180 417 Reduction in equity 180 1,397 *In the period ended 31 October 2005 transaction costs incurred on an acquisition of £180,000 were included as a cost of investment. These costs should have been expensed through the profit and loss account. The impact of this restatement in the consolidated accounts is to decrease goodwill and to decrease the profit and loss reserve at 31 October 2005 by £180,000. There is no impact upon the results or cash flows reported for the periods ended 31 December 2006 or 2007. **Upon transition to IFRS deferred consideration in relation to two acquisitions made prior to 31 October 2005 was not discounted as required by IFRS 3. The impact of this restatement on the consolidated accounts is to reduce both goodwill and deferred consideration payable at 31 October 2005 by £676,000. Interest payable for the period ended 31 December 2006 and deferred consideration payable at 31 December 2006 are both increased by £417,000. There is no impact upon reported cash flows for 2006. ***In the period ended 31 December 2006 deferred consideration payable of £800,000 was described as 'Shares to be issued' and was included within Equity. The impact of this restatement is to decrease equity and increase non-current liabilities as at 31 December 2006 by £800,000. There is no impact upon the reported profit or cash flows for 2006. 2. SEGMENTAL INFORMATION BY GEOGRAPHICAL REGION FOR 12 MONTHS TO DECEMBER 2007 Turnover Segment Capital Assets Expenditure 12 months to As at 31 12 months to December 2007 December 2007 December 2007 £'000's £'000's £'000's Europe 6,428 23,506 972 UK 413 10,255 57 Other 1,223 - - 8,064 33,761 1,029 SEGMENTAL INFORMATION BY GEOGRAPHICAL REGION FOR 14 MONTHS TO DECEMBER 2006 Turnover Segment Capital Assets Expenditure 14 months to As at 31 14 months to December 2006 December 2006 December 2006 £'000's £'000's £'000's Europe 5,385 16,993 1,617 UK 645 19,172 1,490 Other 640 - - 6,670 36,165 3,107 3. REVENUE AND LOSS FROM OPERATIONS BEFORE EXCEPTIONAL ITEMS AND TAXATION 12 Months ended 14 Months ended 31 December 31 December 2006 2007 as restated £'000 £'000 The loss on operations before exceptional items and taxation is stated after charging/(crediting): Depreciation, amortisation and impairment: Other intangible fixed assets, owned 114 503 Property, plant and equipment, owned 372 607 Property, plant and equipment, leased 68 13 (Profit)/loss on disposal of property, plant and equipment (204) 9 Auditors' remuneration: audit work 76 82 non-audit work 15 90 Hire of plant and machinery 12 34 Operating lease rentals: Land and buildings 241 217 Charge for share based payments (133) 686 Bad debt provision - 6 4. EXCEPTIONAL ITEMS 12 Months ended 14 Months ended 31 December 31 December 2007 2006 £'000 £'000 The loss from operations after exceptional items and before taxation is stated after charging / (crediting): Exceptional items: Bad debt provision - 66 Discontinued operations 217 Impairment of intangible assets 2,310 5,529 Impairment of inventories - 1,416 Impairment and disposal of property, plant and equipment - 696 Provision for costs relating to strategic review - 709 2,527 8,416 5. FINANCE CHARGES 12 Months ended 14 Months ended 31 December 31 December 2007 2006 £'000 £'000 Finance leases 100 14 Bank loan and other interest 64 89 Interest on promissory notes 56 60 Finance charge on deferred consideration 238 417 458 580 6. DIVIDEND The directors do not recommend the payment of a dividend. 7. NOTES TO CONSOLIDATED CASH FLOW STATEMENT 12 Months ended 14 Months ended 31 December 2007 31 December 2006 £'000s £'000 as restated Loss from operations and exceptional items (5,643) (14,835) Adjustment for:- Amortisation and impairment of intangible fixed assets 2,424 6,032 Depreciation of property, plant and equipment 440 1,276 Share based payments (133) 686 (Profit)/loss on disposal of property, plant and (204) 49 equipment (Decrease)/increase in provisions (416) (596) Foreign exchange 469 - Minority interest share of loss 837 Operating cash flows before movement in working capital (2,226) (7,388) Decrease / (increase) in inventories (4,665) 750 Decrease / (increase) in receivables 1,279 218 (Decrease) in payables 1,419 (44) Cash utilised by operations (4,193) (6,464) Corporation tax received/(paid) 403 59 Interest paid (458) (521) Net cash outflow from operating activities (4,248) (6,926) Additions to property, plant and equipment during the period amounting to £1,276,691 (2006: £75,656) were financed by new finance leases. 8. REPORT AND FINANCIAL STATEMENTS The financial information set out in this preliminary announcement does not constitute the Group's statutory accounts for the year ended 31 December 2007 or the 14 month period ended 31 December 2006. The statutory accounts for 2007 will be finalised on the basis of the financial information presented by the directors in this preliminary announcement and will be delivered to the Registrar of Companies following the Group's Annual General Meeting. The information relating to the 14 months ended 31 December 2006 is extracted from the audited accounts that have been filed at Companies House and on which the auditors issued an unqualified opinion. The above financial information does not constitute statutory accounts within the meaning of Section 240 of the Companies Act 1985. This information is provided by RNS The company news service from the London Stock Exchange
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