Final Results

RNS Number : 7364Y
Guinness Peat Group PLC
27 February 2013
 



 

GUINNESS PEAT GROUP plc

("GPG" or "the Company")

 

 

PRELIMINARY RESULTS FOR THE YEAR ENDED 31 DECEMBER 2012

 

CHAIRMAN'S STATEMENT

 

The Company is in an unusual transitional process and this report reflects that with some unavoidable complexity.  In this statement I endeavour to set out the main items which shareholders should consider.  The aim is to give shareholders the necessary level of information to judge appropriately the value of their ownership of the Coats business and the value which will be returned to them from assets which have been or will be realised.

 

The 2012 financial year saw the advancement of the strategy to realise value for shareholders through the orderly realisation of the Group's investment portfolio and the progression of initiatives to transform GPG into the Coats business as a stand-alone, listed entity.  As has been reported at various points throughout the year, good progress has been made on asset realisations with the result that GPG's balance sheet has been greatly simplified and cash reserves expanded.  The Company's composition of net assets is now comprised of its 100% investment in Coats, cash resources, the GPG pension schemes and a remaining pool of 5 material investment portfolio assets.  Further detail on each of these balance sheet categories is provided below.

 

Divestments from the investment portfolio between 1 January and 31 December 2012 have generated cash proceeds of £314 million with a further £37 million between the year end and 22 February 2013 (a combined total of NZ$689 million).  Sales during 2012 included: ClearView Wealth; Green's General Foods; and Gosford Quarry Holdings, together with the completion of the disposal of Turners & Growers.  Since the year end, the Group has successfully disposed of Capral and AVJennings.  Total net proceeds since 1 January 2011 are £495 million (NZ$971 million) as at 22 February 2013; further details are provided in the Appendix to this Statement.  GPG's Parent Group unaudited cash balance as at 22 February 2013 stands at approximately £275 million (NZ$540 million), having increased from £243 million (NZ$477 million) at year end.

 

The Board continues to review how best to use these cash proceeds to pursue capital management initiatives.  Following the £80 million (NZ$157 million) return of capital and £12 million (NZ$24 million) net cash dividend paid in 2011, a £10 million (NZ$20 million) on-market buyback programme was announced on 3 September 2012 and this was extended on 25 October 2012 with a revised upper limit of £70 million (NZ$137 million).  As at 22 February 2013, the Company has bought back £34 million (NZ$67 million) of shares and currently intends to continue with this initiative.  In particular, as a result of the Company coming out of its close period by publication of this preliminary statement of results, the buyback programme will recommence in Australia.  As the asset realisation process progresses, further surplus cash will be returned to shareholders utilising appropriate mechanisms, including making efforts to facilitate exits for those small shareholders who are seeking an efficient route to realisation of their investment.  The quantum and timing of future cash distributions will be determined taking into account, in particular, the Group's obligation to support the GPG pension schemes and the appropriate capital structure to be established for Coats.  Further capital management initiatives will be outlined to shareholders at or prior to the forthcoming Annual General Meeting of shareholders.  


It is the Board's intention that GPG will be re-launched as Coats as the various arrangements for the disposal of assets, return of value to shareholders and establishment of Coats as an independent business are completed.  The current target for completion of this transition is the second half of 2013, however both external and internal events may impact on this.  The GPG Annual Report, which will be published towards the end of the first quarter of 2013, will reflect progress on this transition.

 

The transition plan includes the following key initiatives:

·    Reconstitution of the Board to ensure it has the requisite skills to develop Coats as a stand-alone, listed entity for the long term;

·    A continued focus on enhancing the business performance and strategic positioning of Coats;

·    Finalisation of support for the UK pension schemes;

·    Determination of the optimal capital structure necessary to provide the stand-alone Coats entity with the resources and mix of debt and equity required for it to achieve its strategic objectives and optimise its capital markets positioning; and

·    Evaluation and implementation of the most efficient method to return the maximum amount of excess cash to GPG shareholders, taking into consideration all of the above factors.

 

Reported (Consolidated) Financial Results

 

Shareholders' funds decreased by £168 million (NZ$330 million) to £434 million (NZ$852 million) at 31 December 2012.  As a consequence, the net asset backing per share decreased during the year from 37.1p (NZ$0.74) to 27.7p (NZ$0.54).

 

Movements in shareholders' funds

£ million

 

£ million

 

Opening shareholders' funds

 

602 

Shareholders' returns

 

 

-     Share buyback

 

(25)

Loss for the year

 

 

-     EC Fine, including related interest

(76)

 

-     Other profits

73 

 

 

 

(3)

Movements in unrealised gains reserve

 

 

-     Gains realised in the period (recycled through the income statement)

 

(39)

 

-     Net unrealised movements on available-for-sale investments

 

(14)

 

-     Deferred tax movement

 

 

 

(50)

IAS19 adjustments

 

 

-     GPG schemes

(17)

 

-     Coats

(23)

 

 

 

(40)

Foreign currency movements (primarily amounts re-cycled through the income statement on disposals)

 

 

 

(50)

Total £ million

 

434 

Total NZ$ million

 

852 

 

Consolidated Income Statement:

 

The presentation of GPG's income statement has significantly changed in 2012.  While GPG remains principally an investment group and the activity of the Board and senior officers is that of managing the public company activity, supervising its investment in Coats and maximising value for shareholders through the asset realisation programme and liability management exercise, the reclassification of all remaining non-Coats fixed asset investments as held-for-sale supports the presentation of the gains and losses on investment sales and other investment activity as discontinued.  GPG's net loss attributable to members in the year was £3 million (NZ$6 million) compared to a profit of £1 million (NZ$2 million) in 2011.

 

The key elements of GPG's result for the year are presented in a non-statutory format below:

 

Elements of reported result for the year

 

2012

£m

 

 

2011

£m

Continuing activity

 

 

 

 

 

Coats

 

 

 

 

 

-     Profit after tax before exceptionals

 

34 

 

 

 

51 

 

-     EC fine and related interest

(76)

 

 

 

-     Other exceptional items

(28)

 

 

(7)

 

 

 

(70)

 

 

45 

Parent Group

 

 

 

 

 

-     Overheads

(21)

 

 

(34)

 

-     Foreign exchange (losses)/gains

(2)

 

 

 

-     Other income

 

 

 

-     Net interest expense

(8)

 

 

(12)

 

 

 

(30)

 

 

(42)

Net (loss)/profit from continuing activity

 

 

(100)

 

 

 

 

 

 

 

 

 

Discontinued activities

 

 

 

 

 

Coats

 

(2)

 

 

(1)

Parent Group subsidiary and associated undertakings and joint ventures

 

 

61 

 

 

 

(21)

Investment activity

 

 

 

 

 

-     Gains realised in the period (recycled from the unrealised gains reserve)

 

 

39 

 

 

 

 

28 

 

-     Dividend income

 

 

12 

 

-     Mark-to-market adjustments

 

 

(1)

 

-     Impairments

(3)

 

 

(10)

 

 

 

42 

 

 

29 

Other income

 

 

 

Parent Group tax charge

 

(5)

 

 

(10)

Net profit/(loss) from  discontinued activities

 

 

97 

 

 

 

(2)

 

 

 

 

 

 

Net (loss)/profit for the year attributable to GPG shareholders £ million

 

 

 

(3) 

 

 

 

 

Total NZ$ million

 

(6) 

 

 

 

 Simplified Balance Sheet:

 

GPG's financial position on a non-statutory basis is shown in the 31 December 2012 Simplified Balance Sheet below:

 

 

 

2012

 

2011

 

 

£m

£m

£m

£m

Operating subsidiaries excluding Coats (book value)

 

 

 

 

50 

Associated undertakings and joint ventures (book value)

 

 

 

 

212 

Fixed asset investments available for sale

 

 

202 

Net held for sale assets

 

222 

 

66 

Current asset investments

 

 

10 

Total investments

 

231 

 

540 

Cash

 

243 

 

200 

GPG assets, excluding Coats

 

474 

 

740 

Capital notes

 

 

(214)

GPG pension schemes

 

(74)

 

(64)

Other sundry Parent Group net liabilities

 

(14)

 

(10)

 

 

386 

 

452 

 

 

 

 

 

Coats

 

 

 

 

  Other net assets

481 

 

504 

 

  Net debt

(226)

 

(153)

 

  Employee benefit obligations

(207)

 

(201)

 

 

 

48 

 

150 

Shareholders' Funds £ million

 

434 

 

602 

Shareholders' Funds NZ$ million

 

852 

 

1,181 

 

 

 

 

 

NAV/share (p)

 

27.7 

 

37.1 

NAV/share (NZ¢)

 

54.4 

 

73.9 

 

Overview of GPG's Key Net Asset Value Components

 

Cash at bank

 

Parent Group cash at bank on 31 December 2012 was £243 million (NZ$477 million) (2011: Parent Group net debt £14 million (NZ$27 million)).  Disposals of investments during 2012 saw net cash generated from investment activity and realisations totalling £314 million (NZ$616 million).  Between 1 January 2013 and 22 February 2013 a further £37 million (NZ$73 million) has been realised, including full realisation of investments in Capral and AVJennings.  GPG's (unaudited) cash balance as at 22 February 2013 stands at approximately £275 million (NZ$540 million).

 

As at 22 February 2013, the total net proceeds including dividend and other cash distributions generated since 1 January 2011 are approximately £495 million (NZ$971 million),  with circa 67% of the opening investment portfolio (excluding Coats and cash) at 1 January 2011 now realised.  A schedule showing the proceeds from disposals since 1 January 2011 is set out in an appendix.

 


Investment Portfolio (excluding Coats)

 

As at 22 February 2013, GPG's investment portfolio including former subsidiary and associated undertakings had a valuation of £216 million (NZ$424 million), representing the mark to market value of its listed investments and the current book value of its non-listed investments.  A summary of the major holdings in the current investment portfolio is outlined below:

 

Investments (excluding Coats)

Shareholding

Market Value (£m)

 

 

 

Listed Investments *

 

 

Tower Limited

33.6%

93

Ridley Corporation Limited

22.1%

49

CIC Australia Limited

72.8%

37

PrimeAg Australia Limited

11.6%

25

Tandou Limited **

28.4%

9


 


Non-listed Investments**

 

3


 


Total

 

216 

 

*    Listed investments at market value translated at exchange rate ruling on 22 February 2013

**  Tandou and non-listed investments, which includes GPG's investment in Tourism Property Investment Group (10.0%) and a freehold site formerly owned by Gosford Quarry Holdings, are shown at book value

 

The Board continues to pursue a programme to maximise the value of its investment portfolio, measured to take into account both timing and execution and operating risk.  Investors will form their own view on the likely realisation value for the remaining investments but the overall rate of conversion of carrying values into cash proceeds has been encouraging to date.  In particular, the recent sale of GPG's 48% shareholding in Capral has removed uncertainty in relation to one of GPG's more illiquid historical positions.  The Board has completed a further review of carrying values of its investment assets and has determined that net impairments totalling £3 million (NZ$6 million) should be made including the reversal of previous impairments relating to Capral of £10 million (NZ$20 million).  These net impairments are reflected in the full year results.

 

In relation to GPG's remaining investment portfolio, it is not appropriate to discuss publicly the range of initiatives that continue to be implemented in order to maximise and ultimately unlock value.  Nevertheless, a number of work in progress items relevant to some of the remaining investments are noteworthy:

 

·    Tower is GPG's most significant remaining investment, wherein we remain the single largest shareholder (33.6%).  Tower confirmed on 19 February 2013 that, following the sale of its Health business, it had obtained High Court orders in relation to the proposed return of approximately NZ$120 million of capital to shareholders pursuant to a scheme of arrangement.  GPG's share of that return, which is in the form of a pro-rata cancellation of shares, is NZ$40 million (£21 million).  The proposed scheme of arrangement is due to be voted on by members of that company on 21 March 2013.  Tower's strategic review continues and the company's stated ambition to become a more focused insurance business has GPG's full support.  Another step towards achieving this strategy occurred on 26 February 2013, wherein Tower announced the sale of its Investments business for NZ$79 million.  Subject to completion of this transaction, GPG expects that Tower will have the ability to implement additional capital management initiatives over and above the current capital return outlined here.


·    Ridley Corporation is expected to complete the sale of its Salt division at the end of February 2013.  GPG believes this transaction will more effectively position the company as a focused agri-business within the Australian market and consequently enhance its investor appeal.

 

·    On 15 February 2013, PrimeAg Australia announced that it had agreed to sell approximately 60% of its portfolio of land and water entitlements for some A$125 million in cash.  Additionally, and separate from the recent sale, the PrimeAg board has resolved to distribute available excess cash which, based on market expectations, is understood to be in the order of a further A$125 million.  However this is subject to confirmation by the company.  PrimeAg anticipates an initial distribution, post shareholder approval, in mid April 2013.  A subsequent distribution relating to the recent land and water portfolio sale is expected to occur in early August 2013.  These anticipated distributions are in addition to the A$0.15 per share distributed during the second half of 2012.

 

·    On 22 February 2013, GPG agreed to sell its entire shareholding in Tandou to a number of unrelated parties.  Proceeds from this transaction are expected to total A$15 million.   

 

GPG has significant capital tax losses both in the UK and Australia.  To the extent that GPG generates capital gains from the balance of its realisation programme, it is anticipated that the proceeds can be returned to the UK without significant tax leakage.

 

Coats

 

Coats' overall result for 2012 was a loss attributable to GPG of £72 million (US$113 million) (2011 profit: £44 million, US$71 million).  This loss included the impact of the final outcome of the European Commission fine (£76 million charge) and other exceptional costs after tax of £28 million.  Hence, Coats' net profit after tax attributable to GPG, excluding exceptional items, totalled £32 million (2011: £50 million).

 

Coats' sales of US$1,653 million (£1,043 million) were 3% below the prior year.  The challenges faced by Coats were communicated to shareholders at the half year.  However, the full year results do reflect the anticipated recovery in the second half with sales on a like-for-like basis increasing in both the Industrial (2%) and Crafts (8%) businesses.  For 2012, sales per working day at constant currencies showed a year-on-year increase of 2% for the Coats Group.

 

The business achieved an increased level of cash conversion, with free cash flow (excluding the US$175 million European Commission fine payment) increasing from US$18 million (£11 million) to US$45 million (£28 million).  This was after reorganisation spend of US$21 million (£13 million) (2011: US$14 million (£9 million)) and capital spend of 0.7 times (2011: 0.9 times) depreciation.

 

As previously announced, Coats has now embarked on a further rationalisation of European Crafts and is taking the actions necessary to vacate freehold properties which are not delivering the return on capital to justify their retention.  Over the course of this project it is expected that funds generated from the disposal of these properties will cover the costs arising from the accelerated rationalisation.

 

Prospects for the underlying Coats business for 2013 and beyond are good, with nascent signs of recovering confidence in world markets being a positive indicator for the drivers of demand for Coats.

 

The book value of Coats in the GPG consolidated balance sheet at 31 December 2012 was £48 million (US$78 million).  This represents a decrease of £102 million from the balance reported at the previous year end.  The movement during the year included inter alia the charge relating to the final resolution of the European Commission fine (£76 million), other exceptional costs after tax (primarily reorganisation projects) of £28 million, foreign exchange losses taken directly to reserves of £22 million and actuarial losses of £23 million, partially offset by the attributable profit after tax before exceptional items of £32 million.  The foreign currency losses arose mainly as a result of the strengthening of the US dollar against the currencies in which Coats' assets are denominated.  The funding position of the Coats UK Pension Plan is specifically dealt with in more detail under 'Pensions'.

 

A full review of the year for Coats and its financial position is included in a separate section of this report.

 

Capital notes

 

Two issues of capital notes remained outstanding at the commencement of 2012.  Notice of early repayment of the notes with an initial election date of 15 December 2013 was given in September 2011 and this issue, with a principal value of NZ$77 million (£39 million), was purchased on 15 March 2012.  The remaining capital notes having an initial election date of 15 November 2012 and a principal value of NZ$350 million (£178 million) were repurchased on that date.  There are, therefore, now no outstanding capital notes.

 

Pensions

 

The carrying values of the Coats UK Pension Plan ("Coats Plan"), Coats' other employee benefit obligations and the two GPG pension schemes: Brunel and Staveley ("the GPG Pension Schemes") on an IAS19 financial reporting basis (which, irrespective of assets held, requires the liabilities to be discounted using the yield on high quality corporate bonds; which in the UK is generally taken to be those with a AA credit rating) are summarised in the table below:

 

 

31 December 2012

31 December 2011

IAS19 deficit

£m

£m

Coats Plan

161

161

Other Coats net employee benefit obligations

46

40

Total Coats net employee obligations

207

201

Brunel

38

31

Staveley

36

34

Total £ million

281

266

Total NZ$ million

551

522

 

 

As previously acknowledged, these accounting outcomes have a significant impact on the balance sheet of GPG.  While the accounting presentation has its place, it only reflects the particular circumstances at the reporting date.  Discount rate changes and temporary movements in markets can give rise to large fluctuations in scheme accounting surpluses and deficits and the measurement is based on very prescriptive rules.  In judging the commercial impact of the schemes on the Group, the Board places greater emphasis on the cash contributions required by the respective funding arrangements.  Changes to these contribution plans are generally driven by the triennial valuation process.  The current status of the funding arrangements for GPG's three UK schemes is as follows:



 

·    as announced in July 2012, the April 2011 funding valuation of the Staveley scheme was agreed during the year and the sponsor company is now making regular contributions.  The deficit on the funding basis was £20 million and, taking into account the scheme actuary's assumptions on future investment returns, this is in the process of being made good.  A one-off payment was made in July 2012 of £5 million from which point monthly contributions of £0.1 million over eight years commenced;

·    negotiations over the Coats Plan valuation as at April 2012 continue and management expects these to be concluded during the first half of 2013.  The last valuation of the Coats Plan (as at April 2009) resulted in a funding deficit of £101 million (NZ$198 million) which Coats agreed to make good by contributions of £7 million (NZ$14 million) per annum over a period of ten years.  It is anticipated, when the 2012 valuation is finalised, that contributions in respect of past service will increase by approximately £7 million per annum to some £14 million per annum;

·    no contributions are currently being made to the Brunel pension scheme and the next triennial valuation (effective date 31 March 2013) is due to be completed by 30 June 2014.  Given the Company's current value realisation programme and a likely funding deficit at 31 March 2013, the Trustee and the Companyare engaged in discussions regarding the continuing form of support for that scheme.

 

The accounting standard dealing with employee benefits (IAS19) has been revised and that revised standard will be adopted by GPG from 1 January 2013.  This will have a significant impact on the consolidated income statement from 2013 onwards, although there will be no impact on the Group's net defined benefit obligation nor cash flow.  The key impacts on the consolidated income statement will be from the replacement of expected returns on plan assets and liabilities with an interest charge derived from the prior year discount rate and the net defined benefit asset or liability at the beginning of the current year and the recognition in operating profit of pension scheme administration costs paid out of plan assets.  Had the amended IAS19 been applied in 2012, the estimated full year impact would have been a reduction in operating profit of £5 million and an increase in net interest costs of £22 million.  This would have led to a corresponding improvement of £27 million in the actuarial loss arising within reserves.  The additional charges primarily relate to the UK pension schemes and, consequently, the associated tax relief recognised in the income statement would be minimal.

 

The Board continues to develop its plans for how to manage the obligations to the GPG Pension Schemes in the context of the GPG value realisation strategy and the re-launch of Coats.  The agreement of the Staveley funding valuation, including the backing of some £70 million in net assets as at 31 December 2012, was a positive step in this process.  Furthermore, based on advice received, the Board believes that the Group's obligations to the Brunel scheme are limited to the covenant directly provided by its sponsor company; this represents £54 million.  Thus, the current support provisions provide the Trustees of the GPG Pension Schemes with a contingent claim over net assets of approximately £124 million (NZ$243 million).

 

As reported previously, the Board intends that the support currently provided by GPG to back the GPG Pension Schemes should be maintained.  As a result, it is expected that investment portfolio realisation proceeds equivalent to at least £124 million (NZ$243 million) will be required to be retained by the GPG group and will not be available for distribution to shareholders.

 

Further details in respect of Coats' non-UK employee benefit obligations are provided in the attached report from Coats.


Overhead costs

 

Net operating expenses arising in the 2012 financial year of £21 million for the Parent Group are further analysed as follows:

 

 

2012

2011

 

£m

£m

One-off advisors' fees relating to the strategic review and return of capital

Cost of redundancies arising in the year

Other staff incentives

Other operating costs

 

 

-     Staff costs

-     Non-executive directors' fees

-     Legal & professional fees

-     Bank facility fees

-     Property costs

-     Legacy costs

-     Other

Total £ million

21 

35 

Total NZ$ million

41 

69 

 

The other staff incentives represent the cost of staff retention and reward programmes and future redundancies.  As previously reported, these costs are in part dependent on the outcome of the investment portfolio realisation programme.  The estimated cost is being spread over the period the related services are being provided.  Following the announcement in October 2012 of the transition to New Coats, work streams have been established to ensure the efficient rundown of GPG's corporate offices and the migration of administration responsibility to the Coats management team.  Later in 2013, this is likely to involve a merger of all activities with those of Coats.  There were, at the year end, 15 permanent members of staff other than Directors within the Parent Group: 3 investment professionals, 9 covering finance, company secretarial and administration; and 3 support staff.

 

Capital Management

 

All decisions relating to capital management are taken by the Board with the intention of achieving the best overall value for shareholders.  The Group has been running an on-market share buyback programme since September 2012.  As at 22 February 2013, shares with a market value of £34 million (NZ$67 million) had been acquired leaving up to a further £36 million (NZ$71 million) to be purchased, subject to shareholder appetite.  There are no plans for a final or interim dividend at this time.  Further capital management initiatives will be outlined to shareholders at or prior to the forthcoming Annual General Meeting of shareholders.



At the year end the Parent Group cash was held in the following currencies:

 

 

2012

£ million

2011

£ million

 

 

 

GBP

114

73

AUD

26

17

NZD

103

109

Other

-

1

 

243

200

 

The policy of migrating surplus funds into NZD is being continued.  The slight fall in the absolute level of NZD funds during 2012 is in part due to the purchase of the two tranches of outstanding capital notes and the cost of servicing them prior to acquisition.

 

Board Changes and Corporate Governance

 

On 19 January 2012, Scott Malcolm was appointed an independent Non-Executive Director of the Company.  The Board comprises five Non-Executive Directors, of whom three are considered to be independent.  This composition is in line with the UK Corporate Governance Code issued by the UK Financial Reporting Council and provides a board of appropriate calibre and experience to pursue the current strategy, while at the same time providing a suitable corporate governance framework.  In addition, the Board has the appropriate committee structures and procedures, including a board performance review.  The constitution of the Board is currently under review and changes are planned as part of the Coats transition.

 

Annual General Meeting

 

The Annual General Meeting is intended to be held on Thursday, 23 May 2013 in Auckland.  Further details of the exact location and timing of the meeting will be provided in the Notice of Meeting which GPG intends to send to shareholders in April 2013.

 

I should like to thank the management team and staff of GPG and Coats, who have all contributed to GPG's achievements in 2012, and to their commitment to enhancing value for all GPG shareholders.

 

Rob Campbell

Chairman

27 February 2013

 

Note: All amounts stated in NZ$ are for illustrative purposes only, based on the NZ$ : GBP exchange rate on 31 December 2012, NZ$1.9621 : £1.00.



COATS

 

Summary and highlights

 


2012

2011


Before exceptional  items

Exceptional items**

Total

Before exceptional items

Exceptional  items**

Total


Unaudited *

Unaudited *

Unaudited *

Unaudited *

Unaudited *

Unaudited *


US$m 

US$m

US$m 

US$m 

US$m 

US$m 

Revenue

1,653.4 


1,653.4 

1,701.6 


1,701.6 








Operating profit/(loss)

127.0 

(131.7)

(4.7)

143.6 

(12.0)

131.6 








Profit/(loss) before taxation

111.3 

(167.5)

(56.2)

136.2 

(12.0)

124.2 








Net profit/(loss) attributable to GPG

50.6 

(163.6)

(113.0)

81.1 

 

(9.9)

71.2 








Net cash inflow from normal operating activities***

171.8 



150.3 

 

 









*see note 1 to the Coats financial information - basis of preparation

**see Coats consolidated income statement

***see note 6 to the Coats financial information

All figures included in this document are at actual exchange rates, unless otherwise stated

Coats Group Chief Executive's review

 

I am pleased to report that Coats' underlying results for the year are in line with market expectations and demonstrate encouraging progress in strengthening our foundations for future growth. This robust performance was underpinned by Coats' position as a global market leader with presence in a broad range of end markets and geographies.

 

Full year sales of $1,653.4 million (2011 - $1,701.6 million) and a pre-exceptional operating profit of $127.0 million (2011 - $143.6 million) were achieved in 2012 despite, as anticipated, market conditions remaining challenging.  At constant exchange rates, which give the best view of underlying performance, full year sales increased by 2%.  After a weaker first half driven by customer destocking and raw material cost increases, the second half saw improvement versus both the second half of 2011 and the first half of 2012.  Sales in the second half increased by 4% year-on-year at constant exchange rates.  Second half pre-exceptional operating profit showed a marked improvement on the prior year with growth of 16% at constant exchange rates and operating margins rising from 7.2% to 8.0%.  Post exceptional items, the operating loss for the year was $4.7 million (2011 - $131.6 million profit).

 

The business achieved an increased level of cash conversion, with the net cash inflow from normal operating activities increasing to $171.8 million (2011 - $150.3 million) and free cash flow (excluding the $174.8 million European Commission fine payment) increasing from $18.0 million to $44.8 million.  This was after reorganisation spend of $21.4 million (2011 - $13.7 million) and capital spend of 0.7 times (2011 - 0.9 times) depreciation.  Year end net working capital as a percentage of sales reduced from 17.6% to 17.1% at constant exchange rates.

 

Attributable profit for the year, however, was significantly impacted by $120.4 million of exceptional operating and finance charges (in excess of the provision held at 31 December 2011) in respect of the European Commission fine, following the European General Court's decision in June 2012, and accelerated reorganisation costs of $24 million.

 


Operating results

Despite a stronger second half, sales for the year at actual exchange rates were 3% down on 2011 and pre-exceptional operating profit was 12% down.  Year-on-year comparisons were negatively impacted by the very strong first half for the Coats Group in 2011 and currency fluctuations also had an adverse impact.  However, in the second half of the year, the year-on-year sales growth of 4% and the pre-exceptional operating profit increase of 16% ($9.3 million) at constant exchange rates demonstrate an improving performance, albeit against a softer 2011 comparable period.

 

Sales per working day (at constant exchange rates) for the Coats Group were 2% up on 2011.  Sales per working day for the Industrial and Crafts Divisions were up 1% and 7% respectively.

 

COATS GROUP

Full year 2012 reported

$m 

Full year 2011 reported

$m

Full year 2011 like-for-like *

$m 

Reported increase/(decrease)

Like-for-like increase/(decrease)

Full year

First half

Second half

Full year

First half

Second half

Sales

1,653.4 

1,701.6 

1,618.2 

-3%

-5%

-1%

+2%

+1%

+4%











Pre-exceptional

operating profit **

 

127.0 

 

143.6 

 

136.0 

 

-12%

 

-28%

 

+12%

 

-7%

 

-23%

 

+16%

 

Operating margin **

 

7.7%

 

8.4%

 

8.4%

-70bps

-240bps

 

+80bps

-70bps

-230bps

 

+80bps

*2011 like-for-like restates 2011 figures at 2012 exchange rates

**Pre reorganisation, impairment, and other exceptional items (see note 2 to the Coats financial information)

 

Post exceptional items, the operating loss for the year was $4.7 million (2011 - $131.6 million profit).

 

Industrial

Industrial divisional sales are largely driven by underlying demand for clothing and footwear in developed economies as well as changes in inventory levels in the related retail supply chains. Demand over the year has been impacted by uncertain economic conditions, particularly in Europe, and by tight inventory control by clothing and footwear retailers.  In addition, Industrial sales in Latin America were impacted by a deteriorating economic situation in the key Brazilian market, with local apparel and footwear production being replaced by imports.  The division operates across a wide range of markets and, as a result, currency fluctuations can have a significant impact on sales.  Sales for the year fell by 4% at actual exchange rates, reflecting the strength of the US dollar against currencies such as the Brazilian real, the Indian rupee and the euro, but grew by 1% at constant exchange rates.  Although profitability for the full year for the division was 6% down on 2011 at constant exchange rates, profitability on that basis for the second half was 14% up year-on-year.

 

Crafts

Crafts divisional sales benefitted from expanded shelf space won with large retail customers and strong growth in handknittings.  Divisional sales increased by 1% at actual exchange rates and by 6% at constant exchange rates.  However, there was pressure on margins across the division both from changes in product mix and the impact of raw material input costs incurred in the second half of 2011 flowing through into the income statement in the first half of 2012.  Profitability for the Crafts Division for the full year was 10% down on 2011 at constant exchange rates, but improved 35% year-on-year in the second half due to the effect of price increases implemented across both regions.  In Europe, the Middle East and Africa ("EMEA"), although the consumer environment was weak overall, sales were encouragingly up 5% on a like-for-like basis after years of decline.  At actual exchange rates, EMEA Crafts sales of $167.7 million were $3.1 million down on 2011 but operating losses improved, being $4.4 million lower than the prior year.

 

Further details on Industrial and Crafts performance on a constant exchange rate basis are included in the Operating Review.



Investment

 

Over the course of 2012, investment continued to be made to support the growth of the business and to improve its operational performance.

 

Investment in new plant and IT systems amounted to $38.8 million (2011 - $50.5 million), representing 0.7 times (2011 - 0.9 times) depreciation (including computer software amortisation) of $52.8 million (2011 - $57.0 million).  This capital expenditure was focused on the Industrial Division, including capacity and productivity improvements in Asia, and supporting growth initiatives across Coats, including investment to support Coats' digital strategy.

 

Reorganisation costs of $39.9 million (2011 - $14.6 million) were incurred during the year, of which approximately $24 million related to the accelerated programme to bring forward projects originally planned for future years.  The focus of reorganisation in 2012 has been on:

·    restructuring low operating margin Crafts business in EMEA to reduce fixed costs and drive improved profitability; and

·    rationalisation of the EMEA zips business to enhance operational efficiency.

 

The further refocusing of EMEA Crafts is expected to have an adverse effect on turnover due to the elimination of unprofitable areas of activity, but should support improvements to operating performance.

 

Prospects

The global economy is likely to remain mixed and uncertain during 2013.  While some modest economic growth can be expected in North America and growth in Asian markets should remain relatively strong, activity in EMEA is likely to be subdued.  It is expected that raw material costs will continue to trend marginally upwards, and payroll and other inflationary pressures will be a feature in many of the countries in which Coats operates.

 

Year-on-year improvement in Industrial sales is expected during 2013, with contributions from both price and volume.  Passing on cost increases via price rises remains an important factor in maintaining profitability.  Underlying demand for clothing and footwear from consumers is expected to remain stable during the year and the expectation is that there will not be further material reductions in retailer inventories.  Growth is expected in the speciality (non-apparel and footwear) markets, which continue to grow globally.

 

The Crafts Division achieved sales growth of 6% in 2012 at constant exchange rates and, while the reorganisation activity will deliver an improvement in profitability, it is expected that continued high customer inventory levels in Brazil will dampen growth in Latin America, contributing to year-on-year sales growth being more limited.  Further improvement in margins is anticipated in the second half as the benefits of price increases being implemented in the first half of 2013 and European cost reductions begin to take effect.  As referred to above, the further rationalisation of the EMEA Crafts business in 2013 will adversely impact sales growth as non-core product ranges are exited, but should facilitate improved operating results.

 

Restructuring activity in 2013 is expected to be in line with that set out in GPG's November 2012 Interim Management Statement, which noted that reorganisation charges in total for 2012 and 2013 were projected to be up to $75 million.  This accelerated programme brings forward projects planned for future years, however, overall net cash outflows on these accelerated projects are expected to be largely offset by disposal proceeds (before tax) of some $50 million from surplus properties.



In conclusion

 

Coats occupies a strong position as a market leader with a robust and defendable business model and stable operating margins, even in challenging market conditions.  The company operates on a truly global basis with its own well-known brands and has deep and long-standing relationships with the leading retailers and manufacturers in apparel and footwear, speciality customers, crafts retailers and consumers.

 

The business is focused on accelerating profitable and cash generative growth across its three discrete end markets - apparel and footwear, speciality and textile crafts. These markets, together with an unparalleled geographic footprint, ensure that Coats is well hedged, both geographically and through sector diversification.

 

The business has well-invested operations in more than 70 countries, together with a highly engaged workforce of more than 20,000 people across six continents.

 

Coats' growth strategy is underpinned by a pioneering history and culture and the business continues to show industry leadership: providing complementary and value added products and services to the apparel and footwear industries; extending the crafts offer into new markets and online; and applying innovative techniques to develop products in new areas such as tracer threads, aramids and fibre optics.

 

Coats has seen a period of substantial investment by GPG in developing a world class manufacturing footprint and, more recently, in new product development, digital technology and other enabling assets.  We are confident that these actions will sustain and build Coats' market leadership, revenue and profit growth.

 

 

Paul Forman
Group Chief Executive, Coats plc

 

27 February 2013



Operating Review

 

Industrial Trading Performance

INDUSTRIAL

 

Full year 2012 reported

$m

 

Full year 2011

restated***

$m

 

Full year actual decrease

 

%

 

Full year 2011 like-for-like*

$m

 

Like-for-like increase/(decrease)

Full year

%

 

First half %

Second half %

Sales








Asia and Rest of World

624.8  

633.1  

-1%

609.1  

+3%

0%

+6%

Americas

295.8  

321.1  

-8%

304.1  

-3%

 

-2%

-3%

EMEA

254.1  

273.6  

-7%

254.4  

0%

-1%

+1%

Total sales

1,174.7  

1,227.8  

-4%

1,167.6  

+1%

-1%

+2%









Pre-exceptional operating profit**

 

 

 

 

110.8  

124.3  

-11%

117.9  

-6%

-21%

+14%

Operating margin**

9.4%

10.1%

-70bps

10.1%

-70bps

-230bps

+100bps

*2011 like-for-like restates 2011 figures at 2012 exchange rates

**Pre reorganisation, impairment, and other exceptional items (see note 2 to the Coats financial information)

*** In line with changes in 2012 to the Coats Group's internal management structure, results for Crafts Asia and Rest of World are now reported in the Industrial Division, and the comparative figures for 2011 and first half 2012 have been restated accordingly

In the following commentary, all comparisons with 2011 are on a like-for-like basis

Asian sales growth of 3% for the year as a whole was impacted by weak demand in European end-user markets.  However, sales growth of 6% was achieved in the second half, with benefits from volume growth in segments catering to domestic rather than export demand in territories such as India, as domestic markets continue to expand.  Coats' long-standing relationships with global apparel and footwear suppliers and brand owners continue to help underpin the business.

 

Sales in the Americas were impacted by the poor economic situation in Latin America.  In the key market of Brazil, notwithstanding some currency depreciation during the year, local apparel and footwear production continued to be replaced by imports.  In North America, there was good sales growth in speciality segments such as fibre optics and aramids, but this was offset by significant reductions in the defence sector.

 

In EMEA, consumer demand was weak throughout 2012 and the first half was also impacted by retailers exercising caution in terms of inventory management.

 

For the full year, pre-exceptional operating profits for the Division were 6% lower than 2011 at like-for-like exchange rates.  The 14% improvement in profitability in the second half reflects sales growth, easing of raw material price increases and improving gross margins, plus the benefit of soft comparatives in 2011 when a contraction of customer inventory levels in the second half impacted profits.  Operating profit margin in the second half improved from 9.0% in 2011 to 10.0%.



Crafts Trading Performance

CRAFTS

 

Full year 2012 reported

 

$m

 

Full year 2011

restated***

 

$m

 

Full year actual increase/ (decrease)

%

 

Full year 2011 like-for-like*

 

$m

 

Like-for-like increase/(decrease)

Full year

 

%

 

First half

 

%

Second half

 

%

Sales








Americas

311.0  

303.0  

+3%

290.3  

+7%

 

+7%

+7%

EMEA

167.7  

170.8  

-2%

160.3  

+5%

0%

+9%

Total sales

478.7  

473.8  

+1%

450.6  

+6%

+5%

+8%









Pre-exceptional operating profit**

 

 

 

 

16.2  

19.3  

-16%

18.1  

-10%

-36%

+35%

Operating margin**

3.4%

4.1%

-70bps

4.0%

-60bps

-200bps

+70bps

*2011 like-for-like restates 2011 figures at 2012 exchange rates

**Pre reorganisation, impairment, and other exceptional items (see note 2 to the Coats financial information)

*** In line with changes in 2012 to the Coats Group's internal management structure, results for Crafts Asia and Rest of World are now reported in the Industrial Division, and the comparative figures for 2011 and first half 2012 have been restated accordingly

In the following commentary, all comparisons with 2011 are on a like-for-like basis

Sales growth of 7% in the Americas in 2012 reflects volume increases achieved through gains in shelf space with large retail store customers in North America.  This growth was achieved in both handknittings and consumer sewings.  However, Latin America's performance was adversely impacted by customer overstocking in handknittings from 2011, followed by a warm winter in 2012.

 

The overall EMEA crafts market remained weak, particularly traditional consumer sewings in Southern Europe, where austerity measures and cuts in public spending continue to dampen consumer confidence.  However, there was strong demand for handknittings, the largest product category, which led to sales growth of 5% for the year after years of decline.  The continued focus on digital channels, class-leading product ranges and service levels gave additional sales impetus and supported the very positive EMEA sales growth in the second half of the year.  The further rationalisation of the business in 2013 will adversely impact top line sales, but should facilitate improved operating results before exceptional charges.

 

Pre-exceptional operating profits for the division for the full year were 10% lower than 2011.  The 35% improvement in profitability in the second half reflected the impact of price increases implemented across all regions during the first half of 2012 and volume growth, as well as the easing of the impact of raw material price increases in the second half.  Operating profit margin in the second half improved from 2.8% in 2011 to 3.5%, notwithstanding adverse changes in product mix.  However, the profit of the division continued to be held back by losses in EMEA, which are being addressed by the previously referred to accelerated reorganisation activity.



Coats Group Finance Review

Exceptional items

Net exceptional costs charged to profit before taxation totalled $167.5 million (2011 - $12.0 million), of which $120.4 million (2011 - $1.0 million credit) related to the European Commission fine.

 

In June 2012, the European General Court dismissed Coats' appeal against the €110.3 million fine imposed by the European Commission in 2007.  An exceptional charge of $120.4 million was incurred in the year to recognise the previously unprovided element of the fine and interest accrued from the date of the original European Commission decision in 2007.  Within the consolidated income statement, $84.6 million represents an exceptional item within operating profit and $35.8 million represents an exceptional item within finance costs.  Coats refinanced its senior debt facilities in October 2011, making allowance for the possibility of an unfavourable judgment.  It therefore had adequate banking facilities in July 2012 to enable it to settle the fine and associated interest. 

 

Coats is subject to a lawsuit in the US that followed on from the original decision by the European Commission.  While that decision focused on conduct in the European Union relating to fasteners, the consolidated class action complaint filed by US plaintiffs in the Eastern District of Pennsylvania against Coats and three other manufacturers makes allegations under US antitrust laws relating to sales of zippers and other fasteners from January 1991 until September 2007 in the US.  Coats considers that the plaintiffs' case is without merit and is vigorously defending it.

 

A further $47.1 million (2011 - $13.0 million) of operating exceptional items have been incurred, including reorganisation costs of $39.9 million (2011 - $14.6 million) and $8.0 million (2011 - $2.5 million) of US environmental costs.  As noted in previous reports, the US Environmental Protection Agency has notified Coats & Clark, Inc. ("CC") that it is a potentially responsible party under the US Superfund law for investigation and remediation costs at the Lower Passaic River Study Area ("LPRSA") in New Jersey, in respect of an alleged predecessor's former facilities which operated in that area prior to 1950.  CC has joined a Cooperating Parties Group ("CPG") of approximately 70 potentially responsible parties that have agreed to fund the study of the LPRSA.  During the year, the members of the CPG, including CC, alsoagreed to fund the remediation of part of the LPRSA, and CC's interim allocation of the cost of this remediation is estimated at approximately $0.7 million.  The $8.0 million charge is primarily connected with this, CC's latest estimated share of LPRSA study costs, and associated legal and consultancy costs (see note 2 to the Coats financial information for further details).

 

Non-operating results

Investment income was $2.6 million (2011 - $7.3 million), with the differential largely due to $4.1 million compensation received in 2011 in relation to a compulsory state financing arrangement in Latin America in the 1980s and 1990s.

 

Excluding exceptional items, finance costs of $19.4 million were $2.6 million higher than in 2011, primarily due to a $2.0 million lower net return on pension scheme assets and liabilities.  The impact of payment of the European Commission fine on overall finance costs is not significant given that, during the period of the appeal, guarantees (with an associated finance cost) were provided to the European Commission for the full amount of the fine plus interest.

 

A tax charge of $46.6 million (2011 - $45.6 million) has been incurred.  Excluding all exceptional items plus any associated tax effect and prior year tax adjustments, the effective tax rate on pre-tax profits of $111.3 million (2011 - $136.2 million) is 46% (2011 - 35%).  The increase in the underlying tax rate reflects the lower profitability in Latin America.  No tax relief is available on the European Commission fine and associated interest.

 

The $2.7 million loss from discontinued operations (2011 - $1.8 million) primarily relates to provisioning for historical UK employer liability claims.

 

The net loss attributable to GPG was $113.0 million (2011 - $71.2 million profit).  Excluding exceptional items and their associated tax effect, the Coats Group generated a net profit of $50.6 million (2011 - $81.1 million).

 

Cash flow

 

EBITDA (defined as pre-exceptional operating profit before depreciation and amortisation) was $179.8 million (2011 - $200.6 million).

 

The net cash inflow from normal operating activities improved to $171.8 million (2011 - $150.3 million).  This reflects a net working capital inflow of $7.0 million (2011 - $29.5 million outflow) generated by lower inventory levels and improvements in creditor terms.

 

Spend on reorganisation and capital projects totalled $60.2 million (2011 - $64.2 million) representing 1.1 times (2011 - 1.1 times) depreciation.

 

Interest (excluding the exceptional interest of $35.8 million) and tax paid totalled $62.6 million (2011 - $60.7 million).

 

Excluding the $174.8 million payment of the European Commission fine and associated interest, a free cash flow (being the change in net debt resulting from cash flows) of $44.8 million (2011 - $18.0 million) was generated which would have resulted in net debt reducing from $238.4 million at the 2011 year end to $192.8 million.  Including the impact of the fine and associated interest payment, net debt in fact increased to $367.6 million.

 

A key metric for the Coats Group is the leverage ratio of net debt to EBITDA.  Under the definitions of net debt and EBITDA prescribed in Coats' senior debt facility, net debt at 31 December 2012 was 2.1 times EBITDA (2011 - 2.1 times); well within Coats' covenant limits of 3.0 times.

 

Balance sheet

 

Equity shareholders' funds fell from $233.7 million at the end of 2011 to $77.9 million.  This primarily reflects the $113.0 million attributable loss and a $35.9 million actuarial loss taken directly to reserves in respect of all of the Coats Group's retirement benefit arrangements.

 

Pension and other post-employment benefits

 

Coats' UK scheme has been commented on within the GPG Chairman's statement.

 

At 31 December 2012, Coats' US scheme showed a gross surplus of $78.0 million (2011 - $72.1 million) and a recoverable surplus of $37.3 million (2011 - $33.7 million).  An employer contribution holiday for this scheme continues to be taken based on actuarial advice.  The recoverable surplus for this scheme is predominantly included in non-current assets.

 

There are various pension and leaving indemnity arrangements in other countries (primarily in Europe) where the Coats Group operates.  The vast majority of these schemes, in line with local market practice, are not funded but are fully provided in the Coats Group financial information and are predominantly included in current and non-current liabilities.

 

APPENDIX

GUINNESS PEAT GROUP plc

 

Net Proceeds from portfolio divestments from 1 January 2011 to 22 February 2013

 

 

£ million 

 

NZ$ million 

2011 Disposals

   

 

 

CSR

Chrysalis

43 

15 

 

84 

29 

Pertama

13 

 

26 

Alinta Energy (now Redbank Energy)

11 

 

21 

Marshalls

 

12 

Maryborough SF

 

12 

NIB Holdings

 

 

99 

193 

Disposals less than £5 million, dividend receipts and other investment activity

 

45 

 

 

89 

Total generated in the period

144 

 

282 

 

 

 

 

 

 

 

 

 

2012 Disposals

 

 

 

ClearView Wealth

75 

 

147 

T&G

72 

 

141 

Youngs

53 

 

104 

Green's General Foods

30 

 

59 

Tourism Asset Holdings

12 

 

24 

CSR

10 

 

19 

Gosford

10 

 

19 

eServglobal

 

18 

MetalsX

 

14 

Newbury Racecourse

 

12 

Thwaites

 

10 

 

 

 

 

 

289 

567 

Disposals less than £5 million, dividend receipts and other investment activity

 

25 

 

 

49 

Total generated in the period

314 

 

616 



 

2013 Disposals

 

 

 

Capral

AVJennings

27 

 

53 

10 

 

32 

63 

Disposals less than £5 million and dividend receipts

 

10 

Total generated in the period

37 

 

73 

 

 

 

 

 

 

 

 

 

 

 

On behalf of the Board, Guinness Peat Group plc

R J Campbell

Director

27 February 2013

 

 

Registered in England No. 103548

 

Enquiry details are:

 

For GPG:




Chief Investment Officer

Anthony Eisen

+612 8298 4300

anthony_eisen@gpgaustralia.com.au

Chief Financial Officer

Nick Tarn

+44 20 7484 3370

ntarn@gpgplc.co.uk

 

 

 

 

New Zealand and Australia media

 

Geoff Senescall

 

+64 9 309 5659

 

geoff@senescallakers.co.nz

UK media

Kevin Smith

+44 40 7282 1054

kevin.smith@citigatedr.co.uk





For Coats:




Group Chief Executive

Paul Forman

+44 20 8210 5008

paul.forman@coats.com

Chief Financial Officer

Richard Howes

+44 20 8210 5121

richard.howes@coats.com





UK media





Charles Ryland

+44 20 7466 5000 or +44 7768 230 457

charlesr@buchanan.uk.com


Anna Mitchell

+44 20 8210 5015 or +44 7740 747 976

anna.mitchell@coats.com

 

 

 

Guinness Peat Group plc financial information






















Consolidated Income Statement


























Year ended 31 December






2012






2011







IFRS






IFRS



Unaudited


Unaudited


Unaudited


Unaudited


Unaudited


Audited *



£m


£m


£m


£m


£m


£m



Coats


Other


Total


Coats


Other


Total

Continuing Operations













Revenue


1,043 



1,043 


1,059 



1,059 

Cost of sales


(755)



(755)


(687)



(687)

Gross profit


288 



288 


372 



372 














Interest receivable - Parent Group







Distribution costs


(177)



(177)


(181)



(181)

Administrative expenses


(114)


(23)


(137)


(110)


(31)


(141)

Other operating (expense)/income


(1)



















Operating (loss)/profit (2012: £34m profit excluding impact of EC fine)


 

 

(4)


 

 

(16)


 

 

(20)


 

 

81 


 

 

(25)


 

 

56 














Interest and other income - Coats







Share of profit of joint ventures







Finance costs (net) (Coats - 2012: including £23m cost in respect of the EC fine (2011: £Nil))


 

 

(35)


 

 

(14)


 

 

(49)


 

 

(10)


 

 

(17)


 

 

(27)














(Loss)/profit before taxation from continuing operations (2012: £11m profit excluding impact of the EC fine)


 

 

 

(36)


 

 

 

(30)


 

 

 

(66)


 

 

 

77 


 

 

 

(42)


 

 

 

35 














Tax on (loss)/profit from continuing operations


 

(29)


 


 

(29)


 

(28)


 


 

(28)














(Loss)/profit for the year from continuing operations


 

(65)


 

(30)


 

(95)


 

49 


 

(42)


 

 7 














Discontinued Operations












        

Profit/(loss) from discontinued operations


 

(2)


 

97 


 

95 


 

(1)


 

(9)


 

(10)














(LOSS)/PROFIT FOR THE YEAR


 

(67)


 

67 


 


 

48 


 

(51)


 

(3)














Attributable to:













EQUITY HOLDERS OF THE PARENT


 

(72)


 

69 


 

(3)


 

44 


 

(43)


 

Non-controlling interests



(2)




(8)


(4)



(67)


67 



48 


(51)


(3)

(Loss)/earnings per Ordinary Share from continuing and discontinued operations:













Basic & diluted






(0.15)p






0.03p














(Loss)/earnings per Ordinary Share from continuing operations:













Basic & diluted






(6.15)p






0.14p

*   Restated to reflect the results of Gosford Quarry Holdings Ltd, Touch Holdings Ltd, CIC Australia Ltd and Parent Group

     investment operations as discontinued operations.

Guinness Peat Group plc financial information












Consolidated Statement of Comprehensive Income












Year ended 31 December


2012



2011



IFRS



IFRS



Unaudited



Audited



£m



£m



















LOSS FOR THE YEAR


-



(3)







Losses on revaluation of fixed asset investments


(13)



(27)

Losses on cash flow hedges


(3)



(5)

Exchange losses on translation of foreign operations


(14)



(23)

Actuarial losses on retirement benefit schemes


(39)



(214)

Tax on items taken directly to equity




Net loss recognised directly in equity


(65)



(260)







Transfers






Transferred to profit or loss on sale or of fixed asset investments


(40)



(43)

Transferred to profit or loss on sale of businesses


(39)



(3)

Transferred to profit or loss on cash flow hedges






(76)



(42)







TOTAL COMPREHENSIVE EXPENSE FOR THE YEAR


(141)



(305)













Attributable to:






EQUITY HOLDERS OF THE PARENT


(143)



(301)

Non-controlling interests




(4)









(141)



(305)

 



 

Guinness Peat Group plc financial information




 





 

Consolidated Statement of Financial Position




 


2012


2011

 


IFRS


IFRS

 

31 December

Unaudited


Audited

 


£m


£m

 

NON-CURRENT ASSETS




 

Intangible assets

160 


169 


Property, plant and equipment

226 


303 


Investments in associated undertakings


186 


Investments in joint ventures


62 


Fixed asset investments


203 


Deferred tax assets


12 


Pension surpluses

21 


20 


Trade and other receivables

13 


10 



440 


965 






 

CURRENT ASSETS




 

Inventories

191 


216 

 

Trade and other receivables

190 


217 

 

Current asset investments

10 


10 

 

Derivative financial instruments


 

Cash and cash equivalents

322 


276 

 


715 


721 

 





 

Assets held for sale

273 


215 

 





 

TOTAL ASSETS

1,428 


1,901 

 





 

CURRENT LIABILITIES




 

Trade and other payables

220 


250 

 

Current income tax liabilities

10 


 

Capital notes


214 

 

Other borrowings

27 


50 

 

Derivative financial instruments


 

Provisions

46 


63 

 


307 


588 

 





 

NET CURRENT ASSETS

408 


133 

 





 

Liabilities directly associated with assets held for sale

37 


94 

 





 

NON-CURRENT LIABILITIES




 

Trade and other payables

15 


13 

 

Deferred tax liabilities

25 


25 

 

Other borrowings

278 


216 

 

Derivative financial instruments


 

Retirement benefit obligations:




 

Funded schemes

225 


221 

 

Unfunded schemes

61 


54 

 

Provisions

19 


21 

 


626 


553 

 





 





 

TOTAL LIABILITIES

970 


1,235 

 





 

NET ASSETS

458 


666 

 

 



 

Guinness Peat Group plc financial information








Consolidated Statement of Financial Position (continued)








31 December

2012


2011


IFRS


IFRS


Unaudited


Audited


£m


£m

EQUITY




Share capital

78 


81 

Translation reserve

89 


139 

Unrealised gains reserve

14 


64 

Capital reduction reserve

118 


118 

Other reserves

112 


109 

Retained earnings

23 


91 

EQUITY SHAREHOLDERS' FUNDS

434 


602 

Non-controlling interests

24 


64 

TOTAL EQUITY

458 


666 









Net asset backing per share

27.73p


37.10p

 



 



 

Guinness Peat Group plc financial information
















Consolidated Statement of Changes in Equity

















Year ended 31 December 2012























Share


Unrealised

Capital





Non-


Share

premium

Translation

gains 

reduction

Other

Retained



controlling


capital

account

reserve

reserve

reserve

reserves

earnings

Total


interests


£m

£m

£m

£m

£m

£m

£m

£m


£m












Balance as at 1 January 2011

91 

62 

165 

124 

270 

281 

993 


69 












Total comprehensive expense for the year

(26)

(60)

(1)

(214)

(301)


(5)

Return of capital

(11)

(63)

118 

(161)

37 

(80)


Dividends

(18)

(18)


(4)

Scrip dividend alternative

(1)


Other share issues


Share based payments


Dilution of investments in subsidiaries

(1)

(1)













Balance as at 31 December 2011

81 

139 

64 

118 

109 

91 

602 


64 












Total comprehensive expense for the year

(50)

(50)

(43)

(143)


Share buy-backs

(3)

(25)

(25)


Dividends

-

-


(4)

Disposal of subsidiaries

-

-


(38)












Balance as at 31 December 2012

78 

89 

14 

118 

112 

23 

434 


24 

 

 



 

 

Guinness Peat Group plc financial information








Consolidated Statement of Cash Flows








Year ended 31 December

2012


2011


IFRS


IFRS


Unaudited


Audited


£m


£m





Cash inflow/(outflow) from operating activities




Net cash inflow from operating activities**

134 


203 

Interest paid

(58)


(39)

Taxation paid

(24)


(28)

Net cash generated by operating activities

52 


136 





Cash inflow/(outflow) from investing activities




Dividends received from joint ventures


13 

Capital expenditure and financial investment

(27)


(38)

Acquisitions and disposals **

193 


(1)

Net cash generated by/(absorbed in) investing activities

172 


(26)





Cash outflow from financing activities




Net buy-back/capital return of Ordinary Shares

(24)


(78)

Equity dividends paid to the Company's shareholders


(12)

Dividends paid to non-controlling interests

(5)


(4)

Net decrease in borrowings

(142)


(45)

Net cash absorbed in financing activities

(171)


(139)





Net increase/(decrease) in cash and cash equivalents

53 


(29)

Cash and cash equivalents at beginning of the year

259 


287 

Exchange (losses)/gains on cash and cash equivalents

(1)


Cash and cash equivalents at end of the year

311 


259 





Cash and cash equivalents per the Consolidated Statement of Financial Position

322 


276 

Bank overdrafts

(11)


(17)

Cash and cash equivalents at end of the year

311 


259 









Summary of net debt








-  Parent Group * cash

243 


200 

-  Capital notes


(214)

-  Parent Group net cash/(debt)

243 


(14)

-  Other group cash

79 


76 

-  Other group debt

(305)


(266)





Total group net cash/(debt)

17 


(204)









* Parent Group comprises the Group's central investment activities.

 

** Acquisitions and disposals include the proceeds of sale of Parent Group operating subsidiary and associated undertakings and joint ventures.  Proceeds of sale of other Parent Group fixed and current asset investments are included within net cash inflow from operating activities.

 



 

Guinness Peat Group plc

 

NOTES TO FINANCIAL INFORMATION FOR THE YEAR ENDED 31 DECEMBER 2012

 

1.         The preliminary financial information ("the financial information") set out in this report is based on GPG's unaudited consolidated financial statements, which are prepared in accordance with International Financial Reporting Standards ("IFRS") as adopted by the European Union, and complies with the disclosure requirements of the Listing Rules of the UK Financial Services Authority and the Listing Rules of the Australian Securities Exchange.  The accounting policies adopted by the Group have been applied consistently to all periods presented.

 

2.         The financial information set out in this report does not constitute the GPG Group's statutory accounts for the years ended 31 December 2012 and 2011.  Other than the restatement of the Consolidated Income Statement to reflect Gosford Quarry Holdings Ltd ("Gosford"), Touch Holdings Ltd ("Touch"), CIC Australia Ltd ("CIC") and Parent Group investment operations as discontinued operations, the financial information for the year ended 31 December 2011 is derived from the statutory accounts for that year, which have been filed with the Registrar of Companies.  The audit report on those accounts did not contain a statement under Sections 498(2) or 498(3) of the Companies Act 2006.  The audit opinion contained in that report was unmodified but contained an emphasis of matter paragraph drawing attention to the significant uncertainty surrounding the ultimate outcome of the appeal by Coats plc against the European Commission competition fine of €110.3 million.  The outcome of this appeal is now known and has been reflected in the unaudited results for the year ended 31 December 2012.  The audit of the statutory accounts for the year ended 31 December 2012 is not yet complete.  Those accounts 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 Company's Annual General Meeting.

 

Whilst the financial information included in this report has been compiled in accordance with the recognition and measurement principles of applicable IFRS, this report does not itself contain sufficient information to comply with IFRS.  GPG expects to publish full financial statements that comply with IFRS; these will be available to shareholders in March 2013.

 

At the year end the Parent Group had net cash, after purchase and cancellation of the capital notes during the year, totalling £243 million (2011: net debt £14 million).  The Parent Group also has various other actual and contingent liabilities.  The Board expects to be able to meet these obligations from existing resources.  Further information on the net cash position of the Group is provided in the table at the foot of the Consolidated Statement of Cash Flows.

 

Giving due consideration to the nature of the Group's business and underlying investments, and taking account of the following matters: the ability of the Group to realise its liquid investments and to manage the timing of such liquidations; the uncertainty inherent in the capital markets in which the Group trades; the Group's foreign currency exposures; the potential requirement to provide funding to the  Group's defined benefit pension schemes; and also taking into consideration the cash flow forecasts prepared by the Group and the sensitivity analysis associated therewith, the directors consider that the Company and the Group are going concerns and this financial information is prepared on that basis.



Guinness Peat Group plc

 

3.         Group foreign exchange movements - during the year ended 31 December 2012, GPG recognised in operating profit £2 million of net foreign exchange losses (2011: £1 million net foreign exchange gains).  Net foreign exchange losses of £14 million (2011: £23 million) were recognised in reserves.

 

4.         Finance costs

 

 

2012

 

2011

 

 

 

Restated

 

£m

 

£m





Interest payable on bank loans and overdrafts

(44)

 

(21)

Net finance income on pension scheme net assets

10 

 

12 

Unwinding of discount on provisions

(1)

 

Interest payable on Capital notes

(14)

 

(18)

 

(49)

 

(27)

 

5.         Tax on (loss)/profit from continuing operations

 

 

2012

 

2011

 

 

 

Restated

 

£m

 

£m





UK Corporation tax at 24.5% (2011: 26.5%)

 

Overseas tax charge

(29)

 

(24)

 

(29)

 

(24)

Deferred tax charge

 

(4)

 

(29)

 

(28)

 

The tax charge for both years reflects the impact of unrelieved losses in certain subsidiary undertakings.

 

6.         Associated undertakings and joint ventures

 

The Parent Group's associated undertakings and joint ventures at 31 December were as follows:

 

 

2012

 

2011

 

 

 

 

Australian Country Spinners Ltd

na

 

50.0%

Autologic Holdings plc

na

 

26.2%

Capral Ltd

47.4%

 

47.4%

ClearView Wealth Ltd

na

 

48.6%

Green's General Foods Pty Ltd

na

 

72.5%

Tower Ltd

33.6%

 

34.1%

 

 

 

 

At 31 December 2012 the investments in Capral Ltd and Tower Ltd are included in Assets Held for Sale (note 7).  Subsequent to the year end the Group sold its entire interest in Capral Ltd.



6.         Associated undertakings and joint ventures (continued)

 





 

Associated

 

Joint

 

undertakings

 

ventures

 

£m

 

£m

At 1 January  2012

186 

 

62 

Currency translation differences

(1)

 

(1)

Additions

 

17 

Dividends receivable

(9)

 

(5)

Share of profit after tax and minorities

14 

 

12 

Impairments

 

(10)

Transfer to non-current assets held for sale (note 7)

(113)

 

(36)

Capital return

 

(2)

Disposals

(77)

 

(28)

At 31 December 2012

 

 

The remaining joint ventures at 31 December 2012 are those held by Coats.



 

Guinness Peat Group plc

 

7.         Discontinued operations

 

In November 2012, the Board signed heads of agreement for the sale of each of Gosford, GPG's Australian quarry operator subsidiary, and Touch, its Australian electronics subsidiary.  Those investments were reclassified as assets held for sale at 30 November 2012 and their results reclassified as discontinued operations for each of 2011 and 2012.  The sale of each of those subsidiaries was completed in December 2012.  It is the Board's expectation that CIC, its Australian property development subsidiary, and the remaining investments within the Parent Group (other than Coats), will be sold within 12 months of the balance sheet date and consequently CIC and those remaining investments, together with related assets and liabilities within the Parent Group, have been reclassified as assets (and related liabilities) held for sale at 31 December 2012, and their results reclassified as discontinued operations for each of 2011 and 2012.  No opening statement of financial position has been presented for the prior year in this financial information as it is unchanged from that previously reported.

 

Gosford, Touch and CIC together comprise the "unallocated" business segment previously reported.

 

The net assets of those businesses at reclassification were as follows:

 

 

 

Parent Group

 

 

 

 

Unallocated

 

 

£m

 

 

 

 

 

£m

 

 

Book and carrying value

 

Book

value

 

 

Impairment

 

Carrying

value

 

 

 

 

 

 

 

 

 

Intangible assets

 

 

 

 

Property, plant and equipment

 

30 

 

(7)

 

23 

Associated undertakings

 

113 

 

 

 

Joint ventures

 

 

46 

 

(10)

 

36 

Other fixed asset investments

76 

 

 

 

Inventories

 

 

10 

 

 

10 

Deferred tax assets

 

 

 

 

Trade and other receivables

 

20 

 

 

20 

Cash and cash equivalents

 

 

 

Trade and other payables

 

(34)

 

 

 (34)

Borrowings

 

 

(20)

 

 

(20)

Net assets at reclassification

191 

 

65 

 

(17)

 

48 

 

 

 

 

 

 

 

 

Assets classified as held for sale

191 

 

119 

 

(17)

 

102 

Liabilities directly associated with assets classified as held for sale

 

 

 

(54)

 

 

 

 

(54)

 

191 

 

65 

 

(17)

 

48 

 

 

The sale of Turners & Growers, which was classified as an asset held for sale at 31 December 2011, was completed in March 2012.



Guinness Peat Group plc

 

7.         Discontinued operations (continued)

            The combined results of discontinued operations were as follows:

 

 

 

 

 

 

 

 

 

 

2012

 

2011

 

 

 

 

 

 

 

 

 

£m

 

£m

 

Turners &

Growers

 

 

Coats

 

Parent

Group

 

 

Unallocated

 

 

Total

 

 

Total

 

 

 

 

 

 

 

 

 

 

 

 

Revenue

75 

 

 

 

33 

 

108 

 

402 

Cost of sales

(56)

 

 

 

(13)

 

(69)

 

(298)

Expenses

(17)

 

(2)

 

 

(23)

 

(42)

 

(110)

 

 

(2)

 

 

(3)

 

(3)

 

(6)

Other income

 

 

83 

 

 

93 

 

26 

Finance costs

(1)

 

 

 

(2)

 

(3)

 

(6)

Profit/(loss) before tax

 

 

 

(2)

 

 

83 

 

 

 

 

87 

 

 

14 

Attributable tax

 

 

(5)

 

 

(4)

 

(13)

 

 

 

 

 

 

 

 

 

 

 

 

Profit/(loss) after tax

 

(2)

 

78 

 

 

83 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loss arising on

 

 

 

 

 

 

 

 

 

 

measurement to fair value

 

 

 

 

 

 

 

(17)

 

 

(17)

 

 

(11)

 

 

 

 

 

 

 

 

 

 

 

 

Gain on disposal of

businesses

 

23 

 

 

 

 

 

 

 

 

29 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gain/(loss) on discontinued operations

 

 

25 

 

 

 

(2)

 

 

 

78 

 

 

 

(6)

 

 

 

95 

 

 

 

(10)

 

 

 

 

 

 

 

 

 

 

 

 

The major classes of assets and liabilities comprising the operations classified as held for sale are as follows:

 

 

 

 

 

 

 

 

 

2012 

 

2011 

 

 

 

 

 

 

 

 

 

£m 

 

£m 

 

 

 

 

 

Property, plant and equipment

 

20 

 

102 

Associated undertakings

 

113 

 

Joint ventures

 

36 

 

Other fixed asset investments

 

76 

 

Deferred tax assets

 

 

Biological assets

 

 

16 

Inventories

 

 

34 

Trade and other receivables

 

14 

 

48 

Cash and cash equivalents

 

 

Assets held for sale

 

273 

 

215 

 

 

 

 

 

Trade and other payables

 

(17)

 

(41)

Borrowings

 

(20)

 

(45)

Deferred tax liabilities

 

 

(8)

Liabilities directly associated with assets held for sale

 

(37)

 

(94)

 

 

 

 

 



Guinness Peat Group plc

 

8.         Other investments - Fixed asset investments within non-current assets are classified in 2011 under IFRS as available-for-sale investments, and current asset investments within current assets are classified under IFRS as held-for-trading investments.

 

9.         (Loss)/earnings per share - The calculation of basic (loss)/earnings per Ordinary Share from continuing and discontinued operations is based on (loss)/profit for the year attributable to equity shareholders of the parent and the weighted average number of 1,618,876,707 (2011: 1,715,466,321) Ordinary Shares in issue during the year.

 

The calculation of basic (loss)/earnings per Ordinary Share from continuing operations is based on (loss)/profit for the year from continuing operations attributable to equity shareholders of the parent and the weighted average number of 1,618,876,707 (2011: 1,715,466,321) Ordinary Shares in issue during the year.

 

Calculations of (loss)/earnings per Ordinary Share are based on results to the nearest £'000.

 

10.       The net tangible assets (net assets excluding intangible assets) per share at 31 December 2012 were 19.07p (2011: 30.66p).

 

11.       Changes in the issued share capital during the year ended 31 December 2012 comprise the following:

 

 

£m

At 1 January 2012

81 

Share buy-backs

(3)

At 31 December 2012

78 

 

During November and December 2012 a total of 57,079,102 Ordinary Shares were purchased and cancelled.  A further 23,480,921 Ordinary Shares were purchased in December 2012 but remained in issue at 31 December 2012.

 

12.       Dividends - No dividends were paid or proposed during the year (an interim cash dividend of 1.15 pence per share in respect of the year ended 31 December 2011 was paid on 24 October 2011 to GPG shareholders). 

 

13.       Directors - The following persons were, except as noted, directors of GPG during the whole of the year and up to the date of this report:

 

R J Campbell

M N Allen

Sir Ron Brierley

S L Malcolm (appointed 19 January 2012)

B A Nixon

 

14.       Directors' Report - The Chairman's Statement appearing in the Preliminary Results and signed by Rob Campbell provides a review of the operations of the Group for the year ended 31 December 2012.

 

15.       Publication - This statement will be available at the registered office of the Company, First Floor, Times Place, 45 Pall Mall, London SW1Y 5GP.  A copy will also be displayed on the Company's website on www.gpgplc.com.



Coats financial information

 

Consolidated Income Statement (unaudited)




 





2012



2011


 




Before



Before



 




exceptional

Exceptional


exceptional

Exceptional


 




items

items

Total

items

items

Total

 




Unaudited

Unaudited

Unaudited

Unaudited

Unaudited

Unaudited

 

For the year ended

31  December 2012

Notes

US$m

US$m

US$m

US$m

US$m

 

US$m

 

Continuing operations








 

Revenue


1,653.4 

1,653.4 

1,701.6 

1,701.6 

 










 

Cost of sales


(1,065.0)

(132.5)

(1,197.5)

(1,087.9)

(16.1)

(1,104.0)

 










 

Gross profit


588.4 

(132.5)

455.9 

613.7 

(16.1)

597.6 

 










 

Distribution costs


(280.3)

(280.3)

(289.9)

(289.9)

 

Administrative expenses


(181.1)

2.6 

(178.5)

(180.2)

1.4 

(178.8)

 

Other operating (costs)/income


(1.8)

(1.8)

2.7 

2.7 

 










 

Operating profit/(loss)


127.0 

(131.7)

(4.7)

143.6 

(12.0)

131.6 

 










 

Share of profits of joint ventures


1.1 

1.1 

2.1 

2.1 

 










 

Investment income


2.6 

2.6 

7.3 

7.3 

 










 

Finance costs

3

(19.4)

(35.8)

(55.2)

(16.8)

(16.8)

 










 

Profit/(loss) before taxation

2

111.3 

(167.5)

(56.2)

136.2 

(12.0)

124.2 

 










 

Taxation

4

(50.5)

3.9 

(46.6)

(47.7)

2.1 

(45.6)

 










 

Profit/(loss) from continuing operations


60.8 

(163.6)

(102.8)

88.5 

(9.9)

 

78.6 

 










 

Discontinued operations








 

Loss from discontinued operations


(2.7)

(2.7)

 

(1.8)

 

(1.8)

 









 

Profit/(loss) for the year


58.1 

(163.6)

(105.5)

(9.9)

76.8 

 










 

Attributable to:








 

EQUITY SHAREHOLDERS OF THE COMPANY

50.6 

(163.6)

(113.0)

81.1 

(9.9)

71.2 

 

Non-controlling interests


7.5 

7.5 

5.6 

5.6 

 




58.1 

(163.6)

(105.5)

86.7 

(9.9)

76.8 

 

 



Coats financial information

Consolidated Statement of Comprehensive Income (unaudited)






2012


2011




Unaudited


Unaudited

For the year ended 31 December 2012


US$m


US$m







(Loss)/profit for the year


(105.5)


76.8 







Cash flow hedges:





 Losses arising during the year


(4.7)


(7.5)

 Transferred to profit or loss on cash flow hedges


5.7 


6.2 







Exchange differences on translation of foreign operations


(7.4)


(36.7)

Actuarial losses in respect of retirement benefit schemes


(35.9)


(299.3)

Tax relating to components of other comprehensive income


(0.4)


(0.1)







Other comprehensive income and expense for the year


(42.7)


(337.4)







Total comprehensive income and expense for the year


(148.2)


 (260.6) 







Attributable to:





EQUITY SHAREHOLDERS OF THE COMPANY


(155.8)


 (265.8)

Non-controlling interests


7.6 


5.2 




(148.2)


 (260.6)

 


  Coats financial information

 

Consolidated Statement of Financial Position (unaudited)



2012


2011

At 31 December 2012


Unaudited


Unaudited

Non-current assets

Notes

US$m


US$m

Intangible assets


260.1 


262.1 

Property, plant and equipment


366.9 


393.4 

Investments in joint ventures


13.4 


16.1 

Available-for-sale investments


3.1 


2.7 

Deferred tax assets


15.1 


13.5 

Pension surpluses


34.6 


30.7 

Trade and other receivables


15.1 


14.6 






708.3 


733.1 









Current assets





Inventories



310.8 


316.7 

Trade and other receivables


309.3 


305.7 

Available-for-sale investments


0.2 


1.0 

Cash and cash equivalents

7

128.4 


112.0 






748.7 


735.4 









Non-current assets classified as held for sale


3.0 


0.1 









Total assets



1,460.0 


1,468.6 









Current liabilities





Trade and other payables


(347.4)


(347.4)

Current income tax liabilities


(14.6)


(7.9)

Bank overdrafts and other borrowings


(43.9)


(60.9)

Provisions



(71.1)


(97.8)






(477.0)


(514.0)









Net current assets


271.7 


221.4 









Non-current liabilities





Trade and other payables


(22.6)


(20.6)

Deferred tax liabilities


(40.6)


(39.3)

Borrowings



(452.1)


(289.5)

Retirement benefit obligations:





   Funded schemes


(245.6)


(243.5)

   Unfunded schemes


(99.4)


(84.3)

Provisions



(24.9)


(25.8)






(885.2)


(703.0)









Total liabilities


(1,362.2)


(1,217.0)









Net assets



97.8 


251.6 









Equity







Share capital



20.5 


20.5 

Share premium account


412.1 


412.1 

Hedging and translation reserve


(25.5)


(19.0)

Retained loss


(329.2)


(179.9)

EQUITY SHAREHOLDERS' FUNDS


77.9 


233.7 

Non-controlling interests

5

19.9 


17.9 

Total equity



97.8 


251.6 

 



Coats financial information

 

Consolidated Statement of Changes in Equity (unaudited)












Share

premium

account

Hedging

reserve

Translation

reserve

Retained

loss

Total



Share

capital





Unaudited

Unaudited

Unaudited

Unaudited

Unaudited

Unaudited



US$m

US$m

US$m

US$m

US$m

US$m









Balance as at 1 January 2011

20.5 

412.1 

(8.8)

27.4 

48.3 

499.5 









Profit for the year

71.2 

71.2 









Other comprehensive income and expense for the year

-

(1.3)

(36.3)

(299.4)

(337.0)









Total comprehensive income and expense for the year

-

(1.3)

(36.3)

(228.2)

(265.8)























Balance as at 31 December 2011

20.5 

412.1 

(10.1)

(8.9)

(179.9)

233.7 









Loss for the year

(113.0)

(113.0)









Other comprehensive income and expense for the year

1.0 

(7.5)

(36.3)

(42.8)









Total comprehensive income and expense for the year

1.0 

(7.5)

(149.3)

(155.8)

















Balance as at 31 December 2012

20.5 

412.1 

(9.1)

(16.4)

(329.2)

77.9 

 

 



Coats financial information

 

Consolidated Statement of Cash Flows (unaudited)











2012


2011




Unaudited


Unaudited

For the year ended 31 December 2012


Notes

US$m


US$m

Cash inflow/(outflow) from operating activities





Net cash inflow generated by operations


6

8.3 


134.0 

Interest paid


(63.1)


(20.5)

Taxation paid


(35.3)


(40.2)

Net cash (absorbed)/generated from operating activities

(90.1)


73.3 







Cash inflow/(outflow) from investing activities





Dividends received from joint ventures


0.9 


0.8 

Acquisition of property, plant and equipment and intangible assets

(38.8)


(50.5)

Disposal of property, plant and equipment and intangible assets


1.7 


2.0 

Acquisition of financial investments


(0.5)


(0.9)

Disposal of financial investments


0.3 


Acquisition of businesses



(1.1)

Disposal of subsidiaries


(0.7)


(1.0)

Disposal of investments in joint ventures


2.8 


Net cash absorbed in investing activities


(34.3)


(50.7)







Cash inflow/(outflow) from financing activities





Dividends paid to non-controlling interests


(5.6)


(4.6)

Increase/(decrease) in debt and lease financing


151.9 


(36.3)

Net cash generated/(absorbed) in financing activities


146.3 


(40.9)







Net increase/(decrease) in cash and cash equivalents


21.9 


(18.3)

Net cash and cash equivalents at beginning of the year


85.6 


115.5 

Foreign exchange gains/(losses) on cash and cash equivalents


2.9 


(11.6)

Net cash and cash equivalents at end of the year

7

110.4 


85.6 

 

 






Reconciliation of net cash flow to movement in net debt





Net increase/(decrease) in cash and cash equivalents


21.9 


(18.3)

Cash (inflow)/outflow from change in debt and lease financing


(151.9)


36.3 

Change in net debt resulting from cash flows


(130.0)


18.0 

Other


 (2.3)


 (4.5)

Foreign exchange


3.1 


 (10.0)

(Increase)/decrease in net debt


 (129.2)


3.5 

Net debt at start of year


 (238.4)


 (241.9)

Net debt at end of year

7

 (367.6)


 (238.4)







 

 

 


 

Coats financial information

 

Notes









1

Basis of preparation





The financial information contained in this section of the report represents the unaudited results of Coats as contained within the unaudited consolidated financial information of GPG for the year end 31 December 2012 and the audited consolidated financial information of GPG for the year ended 31 December 2011. 

 

It incorporates the consolidated results of Coats Group Limited ("CGL") as adjusted to account for the Coats capital incentive plan ("CIP"), on a basis consistent with that required to be adopted by GPG, and for the inclusion in the balance sheet both at 31 December 2011 and 2012 of $6.0 million of intangible assets held at the GPG level but which are associated with its acquisition of Coats. 

The CIP is operated by GPG for the benefit of certain senior CGL employees.  In accordance with IFRS, this is accounted for by CGL as an equity-settled compensation plan as CGL has no obligation to settle the share-based payment.  Under IFRS, equity-settled share-based payments are measured at fair value (excluding the effect of non market-based vesting conditions) at the date of grant and this fair value is expensed on a straight-line basis over the vesting period, with a corresponding increase recognised in equity as a contribution from the parent.  GPG accounts for this arrangement as a cash-settled share-based compensation plan and, in accordance with IFRS, is required to reassess the fair value of the CIP at each reporting date. 

 

Following the market update announcement made on 25 October 2012 regarding the strategy to realise value, GPG has estimated the CIP is unlikely to have any value in its current form and has released the provision held for this arrangement.  That release has been incorporated into these Coats results (see note 2). 

 

The Board of GPG determined in 2013 that an amendment should be made to the CIP scheme to provide for an appropriate retention mechanism to reward Coats' senior management for their role in the further development of that business over the next two to three years.  That amendment is yet to be formalised.

 

CGL is incorporated in the British Virgin Islands. It does not prepare consolidated statutory accounts and, therefore, the financial information contained in this section of the report does not constitute full financial statements and has not been, and will not be, audited, other than in so far as it is contained within the financial information of its ultimate parent company, GPG.

 

The financial information for the year ended 31 December 2012 has been prepared in accordance with the recognition and measurement requirements of International Financial Reporting Standards ("IFRS") endorsed by the European Union. The same accounting policies have been applied to the financial information presented for the year ended 31 December 2011.

 


The principal exchange rates (to the US dollar) used are as follows:





2012 

2011 








Average


Sterling

0.63 

0.62 




Euro

0.78 

0.72 


Year end


Sterling

0.62 

0.64 




Euro

0.76 

0.77 









Coats financial information







2

Profit/(loss) before taxation is stated after charging/(crediting):





2012 

2011 





Unaudited 

Unaudited 





US$m 

US$m 


Exceptional items:






Cost of sales:




European Commission fine and associated exchange losses/(gains)

 

84.6 

(1.0)


Reorganisation costs and impairment of property, plant and equipment and intangible assets

 

39.9 

 

14.6 


US environmental costs



8.0 

2.5 





132.5 

16.1 


Administrative expenses:




Capital incentive plan (credit)/charge (see note 1)

(2.6)

2.6 


UK pension increase exchange offer



(4.0)





(2.6)

(1.4)


Other operating costs/(income):






Loss/(profit) on disposal of property



1.8 

(2.7)





131.7 

12.0 


Finance costs:






European Commission fine interest costs



35.8 


Total



167.5 

12.0 







 


As noted in previous reports, the US Environmental Protection Agency ("USEPA") has notified Coats & Clark, Inc. ("CC") that it is a potentially responsible party under the US Superfund law for investigation and remediation costs at the Lower Passaic River Study Area ("LPRSA") in New Jersey in respect of an alleged predecessor's former facilities which operated in that area prior to 1950.  Approximately 70 companies to date have formed a cooperating parties group ("CPG") to fund and conduct a remedial investigation and feasibility study ("RI/FS") of the area.  CC joined the CPG in 2011.  The total costs of the RI/FS and related expenditures are currently estimated by the CPG to be approximately $110 million.

 

Under the interim allocation in place when CC joined the CPG, CC was responsible for approximately 1.7% of the total RI/FS and related costs.  During the year, three companies that had shared a common allocation within the CPG - Tierra Solutions, Inc, Maxus Energy Corporation and Occidental Chemical Corporation (collectively "TMO") - withdrew from the CPG, and TMO's continued funding of the RI/FS is in question.  If TMO continues to fund the RI/FS pursuant to its independent agreement with USEPA, CC's interim allocation of future RI/FS costs would remain approximately 1.7%.  If TMO ceases its RI/FS funding, CC's interim allocation of future RI/FS costs would be approximately 2.2%.  The interim allocation is expressly limited to the RI/FS and related expenditures, and is subject to reallocation after the RI/FS has been issued.  CC believes that a final allocation will include TMO as well as additional parties not currently in the CPG.

 

USEPA has indicated that it expects to issue a Focused Feasibility Study ("FFS") for remediation of the lower 8 miles of the Lower Passaic River in 2013, before the CPG's RI/FS for the entire 17 mile stretch of the river is completed.  At this time, Coats cannot reasonably estimate CC's potential share or a range of future costs because: (a) USEPA has not made a final remedial decision for the FFS; (b) the scope, nature and timing of the remediation is not known; and (c) the total number of parties that will participate in funding future remediation and their respective allocations are not known.

 

During the year, the members of the CPG, including CC, agreed to fund the remediation of one part of the LPRSA (River Mile 10.9).  CC's interim allocation of the cost of this is estimated at approximately $0.7 million.  The $8.0 million (2011 - $2.5 million) US environmental charge is primarily connected with this remediation, CC's latest estimated share of study costs and associated legal and consultancy costs.

 

CC has identified a number of insurance policies that it believes will cover some of the costs previously incurred and to be incurred in respect of this matter, and it is investigating and pursuing its rights under those policies.  The availability and extent of coverage under those policies has yet to be determined, and therefore CC has not assumed any insurance recovery in calculating its environmental charge.

 

Coats believes that CC's predecessors did not generate any of the contaminants which are driving the current and anticipated remedial actions in the LPRSA, that it has valid legal defences that are based on its own analysis of the relevant facts, and that additional parties not currently in the CPG will be responsible for a significant share of the ultimate costs of remediation.  The foregoing, as well as other mitigating factors, should result in a reduced share of any exposure for future remedial and other costs.  At the present time, there can be no assurance as to the scope of future remedial action and other costs, nor can Coats predict what CC's ultimate share will be.  Accordingly, no provision has been made for these costs.

 


3

Finance costs









2012

2011





Unaudited

Unaudited





US$m

US$m


Non-exceptional items






Interest on bank and other borrowings



25.0 

23.8 


Net return on pension scheme assets and liabilities

(14.9)

(16.9)


Other



9.3 

9.9 





19.4 

16.8 


Exceptional items






European Commission fine interest costs (see note 2)

35.8 


Total



55.2 

16.8 







 

4

Taxation








2012


2011




Unaudited


Unaudited




US$m


US$m


UK taxation based on profit for the year:





Corporation tax at 24.5% (2011: 26.5%)

3.7 


3.5 


Double taxation relief


(3.7)


(3.5)


Total UK taxation


-


-








Overseas taxation:






Current taxation

47.4 


40.4 



Deferred taxation

(0.5)


5.4 





46.9 


45.8 








Prior year adjustments:






Current taxation

(0.7)


(1.1)



Deferred taxation

0.4 


0.9 





(0.3)


(0.2)




46.6 


45.6 









Coats financial information

 

5

Non-controlling interests









2012

2011





Unaudited

Unaudited





US$m

US$m








At 1 January



17.9 

17.3 


Total recognised income and expense for the year

7.6 

5.2 


Dividends paid



(5.6)

(4.6)


At 31 December



19.9 

17.9 













6

Reconciliation of operating (loss)/profit to net cash inflow generated by operations











2012

2011





Unaudited

Unaudited





US$m

US$m








Operating (loss)/profit



(4.7)

131.6 


Depreciation



47.1 

49.0 


Amortisation of intangible assets (computer software)

5.7 

8.0 


Reorganisation costs and impairment (see note 2)

39.9 

14.6 


Other exceptional items (see note 2)



91.8 

(2.6)


Decrease/(increase) in inventories



2.9 

(33.6)


Increase in debtors



(5.3)

(1.3)


Increase in creditors



9.4 

5.4 


Provision movements



(16.3)

(23.2)


Other non-cash movements



1.3 

2.4 


Net cash inflow from normal operating activities

171.8 

150.3 


Net cash outflow in respect of reorganisation costs

(21.4)

(13.7)


Net cash outflow in respect of other exceptional items

(142.1)

(2.6)


Net cash inflow generated by operations

8.3 

134.0 


 

 





7

Net debt





 







 





2012

2011

 





Unaudited

Unaudited

 





US$m

US$m

 







 


Cash and cash equivalents



128.4 

112.0 

 


Bank overdrafts



(18.0)

(26.4)

 


Net cash and cash equivalents



110.4 

85.6 

 


Other borrowings



(478.0)

(324.0)

 


Total net debt



(367.6)

(238.4)

 







 

 

 

 


This information is provided by RNS
The company news service from the London Stock Exchange
 
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