Interim Results
Carclo plc
05 December 2005
5 December 2005
Carclo plc
Interim Results for the six months ended 30 September 2005
Key Points
• Underlying operating profit from continuing operations increased.
• Targeted debt level of £20 million achieved following the disposal of the card
clothing business.
• Investment in new technologies increased with the acquisition of a further 20%
in Conductive Inkjet Technology ('CIT'). Operational control of CIT now
achieved.
• Profits in low cost region businesses increased significantly in the period.
Commenting on the results, George Kennedy, chairman, said:
'Our strategy is clear and it is working. We are seeing good growth
opportunities in our specialist and medical business. We are also seeing strong
profit growth in our low cost region manufacturing facilities. These positive
factors will become more evident in the second half and into next year. We
continue to see difficult and uncertain markets in automotive components, both
in the UK and the USA, and we will therefore manage our cost base and capacity
according to demand.
'The drive to commercialise Conductive Inkjet Technology will continue apace.
The decision to increase our investment in CIT indicates our confidence in the
future potential of this technology and we expect further positive news from CIT
during the coming six months.'
-Ends-
For further information please contact:
Carclo plc
Ian Williamson, chief executive On 5 December 2005: 020 7067 0700
Robert Brooksbank, finance director Thereafter: 01924 268040
Weber Shandwick/Square Mile
Richard Hews 020 7067 0700
Susanne Walker
A presentation for analysts will be held at 9.30 am at the offices of Weber
Shandwick Square Mile, Fox Court, 14 Gray's Inn Road, London WC1X 8WS
Notes to editors
• Carclo plc is a global supplier of technical plastic components. It is a
public company whose shares are quoted on the London Stock Exchange.
• 65% of sales are derived from the supply of fine tolerance, injection
moulded plastic components, which are used in medical, automotive, telecom
and electronics products. This business, Carclo Technical Plastics, operates
internationally in a fast growing and dynamic market underpinned by rapid
technological development.
• 35% of sales are derived from the supply of manufactured systems to the
automotive and aerospace industries.
• Carclo's strategy is to grow rapidly in low cost manufacturing regions
and to develop new technologies and products to underpin future growth.
Chairman's statement
Overview
We are pleased with the group's progress in the first half of this financial
year. Underlying operating profit from continuing operations increased and we
achieved our target of reducing debt to around £20 million. We have increased
our investment in new technologies with encouraging progress achieved during the
period.
This reflects our long stated strategy for the group of progressing new
technological developments, growing the specialist moulding businesses and
expanding manufacture in low cost regions.
After rationalisation costs and exceptional bad debt charges of £0.5 million,
operating profits from continuing operations were £1.3 million (2004 - £1.6
million). The group made a profit before tax of £0.8 million (2004 - £2.2
million which included profits on the disposal of properties of £1.5 million).
The board has declared an unchanged interim dividend of 0.4 pence per ordinary
share. Dividends will be posted on 6 April 2006 to shareholders on the register
on 3 March 2006. The shares will be traded excluding the right to the dividend
from 1 March 2006.
International Financial Reporting Standards
The results for the six months ended 30 September 2005 have been prepared under
International Financial Reporting Standards adopted in the EU and the prior
period information contained within the report has been restated on a comparable
basis.
A full analysis of the IFRS conversion was issued on 4 October 2005 and is
available from Carclo's head office or on the corporate web site
(www.carclo-plc.com).
Financial position
Net debt at 30 September 2005 was £20.2 million, a reduction of £7.9 million
compared to 30 September 2004. This represents gearing of 89.6% (2004 - 120.6%)
and is after deducting the pensions deficit of £26.5 million in determining the
group's net assets. The group has cash and undrawn medium term facilities of
£16.3 million available to fund future development. In addition the group has
surplus properties with a net book value of £5.8 million which will be realised
in due course.
On 26 October 2005 the High Court approved the conversion of £41.8 million of
the share premium account into a distributable reserve in the parent company
accounts.
Operating review
Technical Plastics
The Technical Plastics division reported slightly reduced operating profit of
£0.7 million (2004 - £0.9 million) on sales of £27.5 million (2004 - £30.2
million). Operating profit was held back by the run down costs associated with
the Eaglescliffe plant in the UK which was closed at the end of October.
Compared to the prior year, operating profit in the Czech Republic and China
increased significantly and is set to grow strongly in the second half. We are
also seeing a good flow of new contracts in our specialist medical moulding
operations which will deliver growth in the second half and into next year.
Conditions in automotive markets remain difficult and we continue to manage our
cost base in line with the available demand.
A significant customer in the USA, Delphi Corporation, filed for chapter 11
protection shortly after the period end and a provision of £0.1 million has been
reflected in the half year accounts. This provision is lower than previously
indicated in the statement made on 10 October due to the recent US court ruling
which enabled Delphi to pay up to 75% of outstanding amounts, subject to certain
conditions being met.
Precision Products
This division generated an increased operating profit of £1.5 million (2004 -
£1.3 million) on turnover of £15.2 million (2004 - £15.9 million). Operating
margins increased from 8.1% to 10.1% through good cost control.
We have established a joint venture with our Indian partner, Suprajit
Engineering Limited, to supply control cables to the Precision Products
division. This purpose built manufacturing facility is nearing completion and is
expected to come into production in January 2006. The out sourcing of control
cable manufacture and assembly to the Indian JV will allow the UK facility to be
relocated to a smaller specialist manufacturing facility.
Innovation
Over the past three years Carclo has been investing in new and innovative
products and processes. The most advanced of these investments is Conductive
Inkjet Technology ('CIT') which has developed an innovative process to print
conductive metals digitally onto a variety of substrates. The main focus of
development in the last year has been the application of this process to print
antennas for the RFID tag industry.
In July Carclo increased its shareholding in CIT to 70% by acquiring an
additional 20% of the shares for £1.6 million, funded by a vendor placing. A
major step forward in commercialising CIT's technology took place in November
when CIT, with our USA based partner Preco Industries Inc., launched the
MetalJet 6000 printing line at a major European exhibition. The interest from
potential customers has been very encouraging. Carclo Technical Plastics is
preparing for volume production of components for a security application which
incorporates CIT technology.
Carclo Technical Plastics jointly owns a patent with Stanelco plc for injection
moulded water soluble capsules for drug delivery and dietary supplements. We
have made encouraging progress in the last few months with this technology. We
are working closely with a customer who intends to use the technology in veterinary
applications and have high level discussions underway with major drug delivery
companies on the human application of the technology.
Disposal of ECC Card Clothing
In June Carclo disposed of its card clothing business which generated net cash
inflows of £5.4 million in the period after attributable disposal costs and net
cash transferred with the business. The consideration for the disposal was based
on the carrying value of the assets sold. However, costs of £0.6 million and a
pension charge of £0.3 million were incurred on the disposal which resulted in a
charge of £0.9 million.
The board
At the annual general meeting in September 2005 I was pleased to announce the
appointment of Christopher Ross as my successor as chairman with effect from 1
January 2006.
I am also pleased to announce that Michael Derbyshire and Bill Tame will be
joining the board as non executive directors effective 1 January 2006. Michael,
who qualified as a chemical engineer, was formerly chief executive of Whitecroft
plc and is currently chairman of Racal Acoustics Global Limited, Allied Textiles
Limited and PD Group Limited, all private equity backed companies. Bill is
currently finance director of Babcock International Group plc. Prior to that he
worked for 17 years at Courtaulds plc, the last four years as finance director
of the Asia-Pacific business before moving to Scapa Group plc as group finance
director.
This will be my last chairman's statement. I would again like to thank all those
employed by Carclo during my time as chairman for their support and would like
to wish Christopher and the rest of the board every success in the future.
Outlook
Our strategy is clear and it is working. We are seeing good growth opportunities
in our specialist and medical business. We are also seeing strong profit growth
in our low cost region manufacturing facilities. These positive factors will
become more evident in the second half and into next year. We continue to see
difficult and uncertain markets in automotive components, both in the UK and the
USA, and we will therefore manage our cost base and capacity according to
demand.
The drive to commercialise Conductive Inkjet Technology will continue apace. The
decision to increase our investment in CIT indicates our confidence in the
future potential of this technology and we expect further positive news from CIT
during the coming six months.
George Kennedy 5 December 2005
Consolidated income statement
Six months ended Six months ended Year ended
30 September 2005 30 September 2004 31 March 2005
£'000 £'000 £'000
_________________________________________________________________________________________________________
Revenue
Continuing operations 42,711 46,126 91,795
Discontinued operations 2,536 8,189 15,879
_________ _________ _________
45,247 54,315 107,674
_________________________________________________________________________________________________________
Underlying operating profit
Continuing operations
- before adjustments 1,833 1,724 4,866
- rationalisation costs (379) (126) (649)
- exceptional bad debt (125) - -
_________ _________ _________
- total adjustments (504) (126) (649)
__________________________________________________________________________________________________________
Operating profit
- continuing operations 1,329 1,598 4,217
- discontinued operations (139) (73) (143)
_________ _________ _________
Profit from operations 1,190 1,525 4,074
Loss on termination of operations - (249) (763)
Profit on sale of properties - 1,457 1,462
_________ _________ _________
Operating profit before financing costs 1,190 2,733 4,773
Net financing costs (417) (541) (1,092)
_________ _________ _________
Profit before tax 773 2,192 3,681
Income tax (expense)/income - (171) 45
_________ _________ _________
Profit after tax but before loss on
discontinued operation 773 2,021 3,726
Loss on disposal of discontinued
operation, net of tax (947) - -
_________ _________ _________
(Loss)/profit after tax (174) 2,021 3,726
_________ _________ _________
Attributable to:
Equity holders of the parent (166) 2,021 3,726
Minority interest (8) - -
_________ _________ _________
(Loss)/profit for the period (174) 2,021 3,726
_________ _________ _________
Basic earnings per share (0.3)p 4.0p 7.3p
Diluted earnings per share (0.3)p 4.0p 7.3p
Dividend per share declared in the period 0.8p 0.8p 1.2p
Consolidated balance sheet
30 September 2005 30 September 2004 31 March 2005
£'000 £'000 £'000
_________________________________________________________________________________________________________
Assets
Intangible assets 18,863 15,399 15,365
Investments 10 10 10
Interest in joint venture 262 - -
Property,plant & equipment 31,393 36,249 36,250
Deferred tax assets 9,937 7,298 9,945
_________ _________ _________
Total non-current assets 60,465 58,956 61,570
Inventories 8,545 13,836 13,685
Trade and other receivables 19,242 22,741 22,193
Cash and cash equivalents 13,265 7,443 9,938
Assets classified as held for sale 970 - -
_________ _________ _________
Total current assets 42,022 44,020 45,816
_________ _________ _________
Total assets 102,487 102,976 107,386
_________ _________ _________
Liabilities
Interest-bearing loans and borrowings 28,592 31,043 30,350
Deferred tax liabilities 3,874 2,815 3,547
Retirement benefit obligations 26,533 19,905 26,559
_________ _________ _________
Total non-current liabilities 58,999 53,763 60,456
Trade and other payables 14,663 19,554 19,639
Current tax liabilities 1,362 1,962 1,702
Dividends payable - - 204
Forward currency swaps (3) (4) 13
Interest-bearing loans and liabilities 4,897 4,407 5,442
_________ _________ _________
Total current liabilities 20,919 25,919 27,000
_________ _________ _________
Total liabilities 79,918 79,682 87,456
_________ _________ _________
_________ _________ _________
Net assets 22,569 23,294 19,930
_________ _________ _________
Equity
Ordinary share capital issued 2,789 2,594 2,594
Share premium 44,540 41,772 41,772
Other reserves 1,270 1,146 1,265
Translation reserve 1,021 725 746
Retained earnings (27,014) (22,943) (26,447)
_________ _________ _________
Total equity attributable
to equity holders of the parent 22,606 23,294 19,930
Minority interest (37) - -
_________ _________ _________
Total equity 22,569 23,294 19,930
_________ _________ _________
Consolidated statement of cash flows
Six months ended Six months ended Year ended
30 September 2005 30 September 2004 31 March 2005
£'000 £'000 £'000
_________________________________________________________________________________________________________
Cash flows from operating activities
Profit before interest and taxation 1,190 2,733 4,773
Adjustments for:
Amortisation of own shares 8 29 38
Pension fund contributions
in excess of service costs (35) (244) (587)
Depreciation charge 2,119 2,881 4,632
Exceptional bad debt provision 125 - -
Profit on disposal of property - (1,457) (1,462)
Loss / (profit) on disposal of
other plant and equipment 28 (36) (142)
Cash flows on closures charged in prior period (165) (1,103) (878)
Share based payment charge 13 25 49
_________ _________ _________
Operating profit before working
capital charges 3,283 2,828 6,423
Changes in working capital (excluding the effects of acquisition and disposal of subsidiaries)
Decrease /(increase) in inventories 692 50 (69)
Decrease in trade and other receivables 1,132 849 2,074
Decrease in trade and other payables (2,601) (2,189) (2,125)
_________ _________ _________
Cash generated from operations 2,506 1,538 6,303
Interest paid (991) (809) (1,603)
Tax recovered - 429 541
_________ _________ _________
Net cash from operating activities 1,515 1,158 5,241
Cash flows from investing activities
Proceeds from sale of property, plant and
equipment 82 2,180 2,212
Interest received 317 77 193
Disposal of subsidiary, net of cash
disposed of 5,438 - -
Acquisition of subsidiary, net of cash acquired (1,476) - -
Acquisition of share in joint venture (262) - (95)
Acquisition of property, plant and equipment (906) (2,078) (4,012)
Development expenditure (220) - -
Loan to joint venture (440) (399) (921)
_________ _________ _________
Net cash from investing activities 2,533 (220) (2,623)
Cash flows from financing activities
Proceeds from the issue of share capital 2,963 - -
Repayment of borrowings (2,584) (293) (487)
Payment of finance lease liabilities (22) (43) (96)
Dividends paid (613) (613) (613)
_________ _________ _________
Net cash from financing activities (256) (949) (1,196)
Net increase/(decrease) in cash and cash
equivalents 3,792 (11) 1,422
Cash and cash equivalents at
beginning of period 5,014 3,579 3,579
Effect of exchange rate fluctuations
on cash held 97 71 13
_________ _________ _________
Cash and cash equivalents at
end of period 8,903 3,639 5,014
_________ _________ _________
Cash and cash equivalents comprise:
Cash at bank and in hand 13,265 7,443 9,938
Bank overdrafts (4,362) (3,804) (4,924)
_________ _________ _________
8,903 3,639 5,014
_________ _________ _________
Consolidated statement of recognised income and expenses
Six months ended Six months ended Year ended
30 September 2005 30 September 2004 31 March 2005
£'000 £'000 £'000
_________________________________________________________________________________________________________
Foreign exchange translation differences 404 349 336
Net(loss)/gain on hedge of net
investment in foreign subsidiary (129) 376 410
Actuarial losses on defined benefit schemes - - (6,900)
Amortisation and disposal of own shares 3 35 (75)
Taxation on items taken directly to equity - - 2,076
_________ _________ _______
Income and expense recognised directly in equity 278 760 (4,153)
(Loss) /profit for the period (174) 2,021 3,726
_________ _________ _________
Total recognised income and
expense for the period 104 2,781 (427)
_________ _________ _________
Attributable to:
Equity holders of the parent 112 2,781 (427)
Minority interest (8) - -
_________ _________ _________
Total recognised income and expense for
the period 104 2,781 (427)
_________ _________ _________
Consolidated statement of recognised income and expenses
Six months ended Six months ended Year ended
30 September 2005 30 September 2004 31 March 2005
£'000 £'000 £'000
_________________________________________________________________________________________________________
Total equity at the start of the period 19,930 20,903 20,903
New share capital issued 195 - -
Premium on new share capital 2,768 - -
Exchange differences 275 725 746
Actuarial movement on retirement
benefit obligations - - (6,900)
Deferred tax on actuarial movement on
retirement benefit obligations - - 2,070
Share based payments 26 25 49
Deferred tax on share based payments
taken directly to equity - - 6
_________ _________ _________
Total movement recognised directly
in shareholders' equity 3,264 750 (4,029)
Profit attributable to ordinary
shareholders (174) 2,021 3,726
Purchase of shares in joint venture - - (95)
Amortisation of own shares (5) 29 38
Ordinary dividends on equity shares (409) (409) (613)
_________ _________ _________
Total equity attributable to equity
holders of the parent 22,606 23,294 19,930
_________ _________ _________
Minority interest (37) - -
_________ _________ _________
Total equity at end of the period 22,569 23,294 19,930
_________ _________ _________
Notes to the consolidated interim financial statements
1. Basis of preparation
EU law (IAS Regulation EC 1606/2002) requires that the next annual consolidated
financial statements of the company, for the year ended 31 March 2006, be
prepared in accordance with International Financial Reporting Standards (IFRSs)
adopted for use in the EU ('adopted IFRSs).
The interim financial statements have been prepared on the basis of accounting
policies set out in 'Carclo plc - Restatement under IFRS', a separate document
issued on 4 October 2005 that has been published on the Carclo website (
www.carclo-plc.com) and which is also available on request. Further disclosure
concerning the impact of IFRSs on the financial statements of the group can also
be found in that document including the reconciliations required by IFRS1 'First
Time Adoption of International Financial Reporting Standards'.
The preparation of interim financial statements requires management to make
judgements, estimates and assumptions that affect the application of policies
and reported amounts of assets and liabilities, income and expenses. Actual
results may differ from these estimates.
These consolidated interim financial statements have been prepared on the basis
of IFRSs in issue that are effective or available for early adoption at the
group's first IFRS annual reporting date, 31 March 2006. Based on these IFRSs,
the board of directors have made assumptions about the accounting policies
expected to be adopted when the first IFRS annual financial statements are
prepared for the year ended 31 March 2006.
The IFRSs that will be effective or available for voluntary early adoption in
the annual financial statements for the period ended 31 March 2006 are still
subject to change and to the issue of additional interpretation(s) and therefore
cannot be determined with certainty. Accordingly, the accounting policies for
the annual period that are relevant to this interim financial information will
be determined only when the first IFRS financial statements are prepared at 31
March 2006.
The preparation of the condensed consolidated interim financial statements
resulted in changes to the accounting policies as compared with the most recent
annual financial statements prepared under previous UK Generally Accepted
Accounting Practises ('UK GAAP'). The accounting policies set out in the 'Carclo
plc - Restatement under IFRS' document, have been applied consistently to all
periods presented in these consolidated interim financial statements. They have
also been applied in preparing an opening IFRS balance sheet at 1 April 2004 for
the purposes of the transition to IFRSs, as required by IFRS 1.
The comparative figures for the financial year ended 31 March 2005 are not the
company's statutory accounts for that financial year. Those accounts, which were
prepared under UK GAAP, have been reported on by the company's auditors and
delivered to the registrar of companies. The report of the auditors was
unqualified and did not contain statements under section 237(2) or (3) of the
Companies Act 1985.
2. Segment reporting
Segment information is presented in the consolidated interim financial
statements in respect of the group's business segments, which are the primary
basis of segment reporting. The business segment reporting format reflects the
group's management and internal reporting structure.
Inter-segment pricing is determined on an arm's length basis.
Segment results include items directly attributable to a segment as well as
those that can be allocated on a reasonable basis.
Business segments
The group is comprised of the following main business segments:
Technical Plastics - Precision trade moulding businesses.
Precision Products - System and system manufacturing businesses.
Another business segment, ECC Card Clothing was sold in June 2005.
Segmental analysis
Six months ended Six months ended Year ended
30 September 2005 30 September 2004 31 March 2005
Operating Operating Operating
Revenue Profit Revenue Profit Revenue Profit
£'000 £'000 £'000 £'000 £'000 £'000
___________________________________________________________________________________________________________________
Analysis by class of business
Continuing operations
Technical Plastics 27,498 697 30,232 865 58,640 2,280
Precision Products 15,213 1,532 15,894 1,285 33,155 3,492
____________________ ____________________ ___________________
42,711 2,229 46,126 2,150 91,795 5,772
Adjustments (504) (126) (649)
42,711 1,725 46,126 2,024 91,795 5,123
____________________ ____________________ ___________________
Discontinued operations
ECC Card Clothing 2,536 95 8,189 142 15,879 246
Adjustments (234) (215) (389)
____________________ ____________________ ___________________
2,536 (139) 8,189 (73) 15,879 (143)
____________________ ____________________ ___________________
45,247 54,315 107,674
Divisional operating _________ __________ _________
profit 1,586 1,951 4,980
Central administration
costs (396) (426) (906)
________ ________ _______
Group operating profit 1,190 1,525 4,074
________ ________ _______
Analysis by geographical
area - by origin
Continuing operations
United Kingdom 33,463 1,567 35,566 1,858 71,881 4,447
United States of America 7,026 142 8,532 350 16,309 1,275
Rest of world 2,222 520 2,028 (58) 3,605 50
_____________________ ___________________ _____________________
42,711 2,229 46,126 2,150 91,795 5,772
Adjustments
United Kingdom (334) (126) (649)
United States of America (170) - -
_______ ______ ______
(504) (126) (649)
Continuing operations _____________________ ___________________ _____________________
total 42,711 1,725 46,126 2,024 91,795 5,123
_____________________ ___________________ _____________________
Discontinued operations
United Kingdom 920 (116) 3,029 (59) 6,004 (251)
United States
of America 650 71 1,577 115 3,093 267
Rest of world 966 140 3,583 86 6,782 230
2,536 95 8,189 142 15,879 246
Adjustments
United Kingdom 9 (215) (283)
United States of America (3) - (16)
Rest of world (240) - (90)
_____________________ ___________________ _____________________
(234) (215) (389)
_____________________ ___________________ _____________________
Discontinued operations
total 2,536 (139) 8,189 (73) 15,879 (143)
_____________________ ___________________ _____________________
__________ ________ ________
Group revenue 45,247 54,315 107,674
__________ ________ ________
Divisional operating
profit 1,586 1,951 4,980
Central administration
costs (396) (426) (906)
__________ ________ ________
Group operating profit 1,190 1,525 4,074
__________ ________ ________
Analysis by geographical
area - destination
United Kingdom 19,753 23,032 47,077
United States of America 8,921 11,415 22,062
Rest of world 16,573 19,868 38,535
__________ ________ ________
45,247 54,315 107,674
__________ ________ ________
Independent review report to Carclo plc
Introduction
We have been engaged by the company to review the financial information set out
on pages 3 to 11 and we have read the other information contained in the interim
report and considered whether it contains any apparent misstatements or material
inconsistencies with the financial information.
This report is made solely to the company in accordance with the terms of our
engagement to assist the company in meeting the requirements of the Listing
Rules of the Financial Services Authority. Our review has been undertaken so
that we might state to the company those matters we are required to state to it
in this report and for no other purpose. To the fullest extent permitted by law,
we do not accept or assume responsibility to anyone other than the company for
our review work, for this report, or for the conclusions we have reached.
Directors' responsibilities
The interim report, including the financial information contained therein, is
the responsibility of and has been approved by the directors. The directors are
responsible for preparing the interim report in accordance with the Listing
Rules which require that the accounting policies and presentation applied to the
interim figures should be consistent with those applied in preparing the
preceding annual financial statements except where any changes, and the reasons
for them, are disclosed.
As disclosed in the Basis of Preparation note to the financial information, the
next annual financial statements of the group will be prepared in accordance
with IFRSs adopted for use in the European Union.
The accounting policies that have been adopted in preparing the financial
information are consistent with those that the directors currently intend to use
in the next annual financial statements. As the Basis of Preparation note to the
financial information explains, there is a possibility that the directors may
determine that some changes to the accounting policies adopted in preparing the
financial information are necessary when the group prepares its full annual
financial statements for the first time in accordance with those IFRSs adopted
for use in the European Union. This is because, as disclosed in the Basis of
Preparation note, the directors have anticipated that certain standards, which
have yet to be formally adopted for use by the European Union, will be so
adopted in time to be applicable to the next annual financial statements.
Review work performed
We conducted our review in accordance with guidance contained in Bulletin 1999/4
Review of interim financial information issued by the Auditing Practices Board
for use in the United Kingdom. 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 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 September 2005.
KPMG Audit Plc
Chartered Accountants, Leeds
5 December 2005
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