Final Results
Dickinson Legg Group PLC
29 September 2004
For Immediate Release 29 September 2004
DICKINSON LEGG GROUP PLC
Preliminary Results for the Year Ended 30 June 2004
Dickinson Legg Group, a leading specialist engineering group, incorporating
Dickinson Legg and Spooner Industries announces preliminary results for the year
ended 30 June 2004.
Highlights
• Improved financial performance in the second half year;
• Rationalisation of operations undertaken on Winchester site;
• Group turnover £42.5 million (2003: £48.8 million);
• Operating profit (pre-exceptionals) £1.35 million (2003: £2.92 million),
(post-exceptionals £1.11 million; 2003: £2.29 million);
• Profit before tax (pre-exceptionals) £1.60 million (2003: £3.00 million),
(post-exceptionals £1.36 million; 2003: £2.22 million)
• Diluted adjusted earnings per share 2.2p (2003: 6.8p);
• Final dividend proposed 0.5p, making total for the year of 1.0p (2003:
1.5p);
• Net cash at year end £1.98 million (2003: net debt £0.40 million).
Commenting on prospects, Barry Stevenson, Chairman said:
'Whilst we saw an improvement in profits during the second half, there is no
evidence of an upturn in our markets. Trading will continue to be difficult in
the near term and therefore our focus will continue to be on improving the
Group's competitive position by reducing costs and exploiting market
opportunities.'
For further information please contact:
Dickinson Legg Group plc 01962 841 788
Tom Mackie, Chief Executive
David Heath, Group Finance Director
Buchanan Communications 020 7466 5000
Richard Darby
Eleanor Williamson
Notes to Editors:
The Company's businesses comprise Dickinson Legg Limited, a world leader in the
manufacture and installation of primary tobacco processing equipment, and
Spooner Industries Limited, a specialist air drying equipment manufacturer for
the paper, converting (plastic film, foil and textile), metals and food
industries.
Chairman's Statement
The year has proved to be exceptionally difficult with our markets depressed and
competition fierce. I said in my statement last year that in our new structure
following the demerger, we were much better placed than previously to deal with
such conditions. Profits improved in the second half but were still
substantially down on the comparative period last year. The balance sheet
remains sound and further details of operations are given in the Chief
Executive's review.
Results
Group turnover of £42.5 million (2003: £48.8 million) was 12.9% down and Group
operating profit before exceptional items was 53.8% lower at £1.35 million
(2003: £2.92 million). After exceptional items Group operating profit was £1.11
million (2003: £2.29 million). These disappointing figures are significantly
below our expectations at the beginning of the financial year but as it became
apparent that order intake was going to be depressed we issued a trading
statement in January. The outcome for the year is in line with revised market
expectations.
Exceptional charges of £239,000 were due to the establishment of an onerous
lease provision and accelerated depreciation following the decision to
rationalise our operations on the Winchester site.
Diluted earnings per share before exceptional items were 2.2p (2003: 6.8p).
Net cash at the year end was £2.0 million. The improvement in the year from a
net debt position of £0.4 million was primarily due to the lower levels of
working capital required due to lower activity and the fact that the dividend
payment of £0.7 million was deferred to 1 July 2004. The irregular nature of
cash flow in the business means that the cash/debt position fluctuates
significantly.
The exceptionally high tax charge of 53.7% arises from unutilised advance
corporation tax where we have taken the view that the balance should be written
off. The charge only applies to this year.
Dividend
Although it remains our policy for the final dividend in normal circumstances to
be two thirds of the total for the year, in view of the disappointing results
and the uncertain prospects, the Board considers it to be prudent to recommend a
final dividend of 0.5p (2003: 1.0p) making the dividend for the year of 1.0p
(2003: 1.5p), which will be payable on 22 December 2004.
Prospects
There is no evidence of an upturn in our markets and trading will continue to be
difficult in the near term. The focus will continue to be on improving the
Group's competitive position by reducing costs and exploiting market
opportunities.
We continue to seek acquisition opportunities in related fields to our present
activities that will enhance shareholder value but we have nothing to report at
this time.
People
My thanks are due to all employees for their considerable efforts during a
difficult year.
B B Stevenson
Chairman
29 September 2004
Chief Executive's Review
Primary Tobacco Processing Equipment
Dickinson Legg Businesses
Dickinson Legg had a very slow start to the year, opening with an order backlog
significantly below the previous year. However, as advised in the interim
statement, a number of orders were secured in the first half year and this
resulted in a much improved financial performance in the second half.
Nonetheless, with lower demand for primary tobacco equipment, turnover,
including the Group's share of the joint venture, was 22.4% lower at £30.2
million (2003: £38.9 million) and operating profit before exceptional items was
33.9% lower at £2.22 million (2003: £3.36 million) when compared to the previous
year.
Despite the depressed market conditions, Dickinson Legg's key products were
successful in attracting new business during the year. Three new projects with a
value of £9 million for the Expanded Stem System (ESS), marketed exclusively
under license from R J Reynolds in the United States were awarded by existing
customers of the process. The Company exhibited at the four yearly TabExpo
tobacco exhibition held in Barcelona and a great deal of interest was expressed
in the Expanded Stem System. Orders valued in excess of £4 million were received
for the High Expansion Drying (HXD) process from customers in Asia. Good
progress was made during the year in the sales of our RC5 and RC6 high speed
cutters, which should generate future spares income.
The successful development work concluded last year on our range of silos has
lead to an improvement in our competitive position, which contributed to winning
an order in excess of £3 million from a major UK tobacco customer. A successful
development programme to enhance our vertical slicer was completed during the
year and a unit was delivered to a major customer. It is anticipated that this
reference will generate further opportunities for this product.
Demand for spares and wear parts was lower due to a combination of lower
requirements from customers and fewer spares packages associated with lower
volumes of new machines. Our margins, however, were maintained. The volume of
spare parts sold from our USA facility was comparable with the previous
financial year.
Following a slow start to the year our Indian Joint Venture, Dickinson Fowler
made good progress during the second half of the year, with two contracts being
awarded from Dickinson Legg. They also won an order for a major Indian tobacco
customer with a value in excess of £1 million which will lead to the expansion
of the current manufactured product range.
There is no evidence of any improvement over the last twelve months in demand
for primary tobacco processing equipment. Dickinson Legg's key tobacco
processing equipment and supply of spares and wear parts continues to provide a
base level for the company in a marketplace with fewer major projects.
Air Drying Equipment
Spooner Industries
Following a much improved profit performance last year on the back of a record
order intake, Spooner Industries experienced a dramatic reversal of fortunes
with order intake reduced to approximately one third of the level in this
financial year. Intense competition for available orders kept downward pressure
on margins and the consequent impact on performance in the second half year
resulted in a loss for the year of £0.06 million on turnover of £13.3 million.
Spooner has continued to pursue its strategy of targeting other market sectors
to expand the opportunities for custom designed process equipment. Notable
achievements in the year include the installation of two large lines for drying
metal coated strip, two lines for drying non-woven fabrics and a large spiral
freezer for pre-prepared meals. These are all relatively new markets for Spooner
and are areas that are expected to grow over the next few years.
A number of actions have been taken to reduce the cost base and the number and
quality of enquiries is encouraging, but until some of these are converted to
firm orders it is too early to predict an uplift in this year's performance.
T M Mackie
Chief Executive
29 September 2004
Financial Review
Introduction
The financial statements have been prepared in accordance with applicable
accounting standards, using policies consistent with the previous period with
the exception of the policy on revenue recognition following the issue of FRS5
Application Note G, Revenue Recognition and a refinement in the presentation of
our share of the results of the joint venture.
Operating Results
Profit on ordinary activities before interest, taxation and exceptional items
for the period was £1.62 million (after exceptional items £1.39 million) against
£3.21 million (after exceptional items £2.58 million) in the previous year.
Earnings before interest, tax, depreciation and amortisation were £2.03 million
(2003: £3.21 million). The tobacco processing equipment businesses contribution
to group turnover was 69% (2003: 78%) and contributed all of operating profit
before exceptional items. The air-drying business, Spooner, increased turnover
by 20% but this increase was not replicated in the operating result, which
produced a small loss of £0.06 million (2003: profit of £0.37 million). The
Group continues to address its cost base and as a consequence has reduced its
administrative overheads by £0.58 million before exceptional items. The
majority of this is a result of headcount reductions in Dickinson Legg Limited.
The effect of a prior year adjustment in respect of revenue recognition is
described in note 6.
Exceptional Items
As a result of the decision to rationalise operations we are currently vacating
a building at our Winchester site. In accordance with FRS 12 'Provisions,
contingent liabilities and contingent assets' we have established an onerous
lease provision for the costs we will incur until the lease ends in October
2005. We have also accelerated depreciation on the leasehold assets within this
building. The total exceptional charge amounted to £0.24 million.
Interest
Interest payable was 61% lower than that incurred in 2003. This is a direct
result of the £2.39 million cash generated by the businesses. Interest cover is
improved at 15.8 times.
Taxation
The effective rate of tax for the year is 53.7% (2003: 14.4%), which amounts to
£0.73 million (2003: £0.32 million). The increase in the effective rate is due
to a number of factors, the largest being the need to write off £0.43 million of
ACT held as an asset last year. This is due to a reassessment of our ability to
utilise this in future periods. In addition the finalisation of the 2001/2 tax
computations has resulted in a tax charge of £0.09 million. This has been
partially offset by writing £0.2 million onto the balance sheet for tax losses
available for offset against future taxable profits in the United States.
Further details can be found in note 3.
Dividends
The Board is recommending the payment of a 0.5p final dividend. This dividend
will be paid on 22 December 2004 to shareholders on the register on 26 November
2004.
Earnings Per Share
The earnings per share calculated in accordance with FRS 14 were 1.7p (2003:
5.2p). The adjusted earnings per share before exceptional items and allowing
for the dilutive effect of the share options were 2.2p (2003: 6.8p). See note 5
for further detail.
Capital Expenditure
Capital expenditure totalled £0.16 million in the year (2003: £0.16 million),
the majority of which was spent on the continuing improvements to the Group's
information systems.
Research and Development
£0.27 million (2003: £0.28 million) was spent on the on-going development of
existing product lines. Of this £50,000 was spent on the successful redesign of
the vertical slicer in the Dickinson Legg business to improve the consistency of
the product flow rate. These development costs were written off through the
profit and loss account.
Financing
The net current asset position is in line with the restated 2003 year-end
position. The net cash inflow for the year of £2.39 million (2003: £2.35
million) was boosted by the deferral of the dividend payments (£727,000) to 1
July 2004. As a consequence the net debt of the Group has been transformed from
£0.40 million net debt to £1.98 million net funds at 30 June 2004.
The Group continues to have its main banking relationship with Lloyds TSB with
whom it has on demand facilities amounting to £12.70 million in aggregate and
are not subject to financial covenants.
Share Capital and Reserves
The merger reserves arose in 2002 from the demerger from Brunel Holdings plc and
an internal reorganisation prior to demerger. Other reserves of £39.50 million
and the £86.80 million deficit on the profit & loss account are derived from the
inclusion of a 'non trading' subsidiary company Thomas Robinson Group Limited.
The negative profit and loss reserves do not prevent Dickinson Legg Group plc
from paying dividends to shareholders as the Company has positive distributable
reserves.
Treasury Activities
The Group continues to use financial instruments to manage risk. The Group does
not engage in speculative activity. Treasury activities are reported on a
monthly basis to the Board.
The principal financial risks faced by the Group are foreign exchange and to a
much lesser extent interest rate risk. The Group operates a risk averse policy
to foreign exchange exposures. Contract and trading transactions in non-local
currencies are hedged (using foreign currency forward contracts) as soon as
there is reasonable certainty in the amounts and timings.
D G Heath
Group Finance Director
29 September 2004
Group Profit & Loss Account
For the year ended 30th June 2004
2003
2004 (restated)
Before Exceptional Total Before Exceptional Total
Exceptional Items Exceptional Items
Items Items
Note £000 £000 £000 £000 £000 £000
Turnover
Turnover (including share of joint
venture) - continuing 43,543 - 43,543 49,941 - 49,941
Less share of turnover of joint
venture - continuing (1,073) - (1,073) (1,107) - (1,107)
Group turnover 1 42,470 - 42,470 48,834 - 48,834
Cost of Sales (31,971) - (31,971) (35,134) - (35,134)
Gross Profit 10,499 - 10,499 13,700 - 13,700
Distribution costs (6,180) - (6,180) (7,172) - (7,172)
Administrative expenses 2 (3,148) (239) (3,387) (3,725) (634) (4,359)
Other operating income 174 - 174 117 - 117
Group operating profit - 1,345 (239) 1,106 2,920 (634) 2,286
continuing
Share of operating profit in joint
venture - continuing 279 - 279 293 - 293
Total operating profit: Group & 1&2
share of joint venture 1,624 (239) 1,385 3,213 (634) 2,579
Exceptional items
Group demerger and formation costs 2 - - - - (144) (144)
Profit on ordinary activities
before interest 1,624 (239) 1,385 3,213 (778) 2,435
Interest receivable and similar 67 - 67 24 - 24
income
(including £21,000 from share of
joint venture)
Interest payable and similar (92) - (92) (236) - (236)
charges
Profit on ordinary activities
before taxation 1,599 (239) 1,360 3,001 (778) 2,223
Taxation on profit on ordinary 3 (795) 65 (730) (510) 190 (320)
activities
Profit for the financial year 804 (174) 630 2,491 (588) 1,903
Dividends 4 (364) - (364) (14,963) - (14,963)
Retained profit / (loss) for the 6 440 (174) 266 (12,472) (588) (13,060)
financial year
transferred to / (from) reserves
Earnings per 20p Basic 5 1.7p 5.2p
share :
Diluted 5 1.7p 5.2p
Diluted 5 2.2p 6.8p
adjusted basis
Group Balance Sheet
as at 30 June 2004
2004 2004 2003 2003
(restated) (restated)
Note £000 £000 £000 £000
Fixed assets
Intangible assets 3,283 3,529
Tangible assets 853 1,132
Interest in joint venture
- share of gross assets 1,329 825
- share of gross liabilities (734) (340)
595 485
4,731 5,146
Current assets
Stocks 1,522 1,340
Debtors - due less than one year 11,896 16,497
Cash at bank and in hand 1,975 283
15,393 18,120
Creditors - amounts falling due within
one year (13,438) (16,252)
Net current assets 1,955 1,868
Total assets less current liabilities 6,686 7,014
Creditors - amounts falling due
after more than one year - (545)
Provisions for liabilities and charges (1,487) (1,420)
Net assets 1 5,199 5,049
Capital and reserves
Called up share capital 6 7,271 7,271
Merger reserve 6 45,234 45,234
Other reserves 6 39,496 39,496
Profit and loss account 6 (86,802) (86,952)
Shareholders' funds - equity 6 5,199 5,049
Group Statement of Total Recognised Gains and Losses
For the year ended 30 June 2004
2004 2003
Note £000 £000
Profit for the financial year 630 1,903
Currency translation differences on foreign currency net investments (116) (36)
Total recognised gains and losses in the year 514 1,867
Prior year adjustment 6 219
Total recognised gains since last annual report 733
There is no difference between the reported profits of the Group and the profits
on an historical cost basis.
Group Cash Flow Statement
for the year ended 30 June 2004
2004 2003
£000 £000 £000 £000
Net cash inflow from operating activities 2,836 3,636
Dividends received from joint venture - 85
Returns on investments and servicing of finance
Interest received 13 3
Interest paid (89) (210)
Interest element of finance lease rental payments (3) (8)
Net cash outflow from returns on
investments and servicing of finance (79) (215)
Taxation (198) (400)
Capital expenditure
Purchase of tangible fixed assets (157) (158)
Net cash outflow from capital expenditure (157) (158)
Equity dividends paid pre-merger (see note 4) - (1,679)
Net cash inflow before use of liquid resources and 2,402 1,269
financing
Management of liquid resources
Disposal of current asset investments - 1,500
Financing
Group demerger and formation costs - (144)
Increase in Brunel Holdings plc invested capital - 708
Capital element of finance lease rental payments (13) (99)
Reduction in bank loans and loan notes - (883)
(13) (418)
Increase in cash 2,389 2,351
Notes to the financial statement
1 Segmental reporting
Operating profit/ Operating profit/
(loss) (loss)
By business Turnover before exceptional after exceptional Net assets/
segment: items items (liabilities)
2004 2003 2004 2003 2004 2003 2004 2003
(restated) (restated) (restated) (restated)
£000 £000 £000 £000 £000 £000 £000 £000
Tobacco
processing
machinery
Group 29,166 37,746 1,937 3,071 1,698 2,731 6,231 5,744
Joint venture 1,073 1,107 279 293 279 293 595 485
Air drying
equipment 13,304 11,088 (56) 370 (56) 370 1,279 (295)
Other - - (536) (521) (536) (815) (2,906) (485)
activities
Continuing 43,543 49,941 1,624 3,213 1,385 2,579 5,199 5,449
operations
Group 42,470 48,834 1,345 2,920 1,106 2,286 4,604 4,964
Joint venture 1,073 1,107 279 293 279 293 595 485
43,543 49,941 1,624 3,213 1,385 2,579 5,199 5,449
Net debt - - (400)
external
5,199 5,049
Operating profit/ Operating profit/
(loss) (loss)
Geogrpahical Turnover before exceptional after exceptional Net assets/
(by origin) items items (liabilities)
2004 2003 2004 2003 2004 2003 2004 2003
(restated) (restated) (restated) (restated)
£000 £000 £000 £000 £000 £000 £000 £000
United Kingdom
(trading
activities) 40,451 47,044 1,495 3,084 1,256 2,744 6,781 4,812
United Kingdom
(other
activities) - - (536) (521) (536) (815) (2,906) (485)
United States of
America 2,019 1,790 386 357 386 357 729 637
Rest of the World 1,073 1,107 279 293 279 293 595 485
43,543 49,941 1,624 3,213 1,385 2,579 5,199 5,449
Group 42,470 48,834 1,345 2,920 1,106 2,286 4,604 4,964
Joint venture 1,073 1,107 279 293 279 293 595 485
43,543 49,941 1,624 3,213 1,385 2,579 5,199 5,449
Net debt - - (400)
external
5,199 5,049
Turnover
Geographical (by destination): 2004 2003
(restated)
£000 £000
United Kingdom 6,894 3,490
United States of America 5,990 4,463
Europe 13,234 15,535
Rest of the World 17,425 26,453
Continuing operations 43,543 49,941
Group 42,470 48,834
Joint venture 1,073 1,107
43,543 49,941
2 Exceptional items
Notes 2004 2003
£000 £000
Group demerger and formation costs i - (232)
Reorganisation / Restructuring costs ii (239) (340)
Pensions advice iii - (62)
Exceptional items within operating profit (239) (634)
Group demerger and formation costs i - (144)
Total exceptional items (239) (778)
i Included in these sums in 2003 are the costs borne by the Group for listing
on AIM. The costs included in arriving at operating profit represent a recharge
from the former parent company, Brunel Holdings plc, for the management time
expended in negotiating the demerger. The costs included after operating profit
include only the direct costs related to the admission of the group on AIM
which include advisors and print costs.
ii As a result of a reorganisation of the company's activities, notice has been
given to exit one building currently used by Dickinson Legg Ltd. The company
has a commitment to make payments on this lease until October 2005. Depreciation
on leasehold improvements to this property has also been accelerated.
The costs in 2003 relate to redundancy programmes within the tobacco processing
equipment business (not related to the demerger).
iii These costs, in 2003, relate to the selection and start up costs of
the Group's defined contribution pension scheme.
3 Taxation
2004 2003
£000 £000
UK Corporation tax at 30% (2003: 30%) 314 579
Foreign tax 83 95
ACT written back / (off) 427 (356)
Deferred taxation (179) 2
Prior year charge 85 -
730 320
The tax charge relates to the following
Dickinson Legg Group 656 248
Joint venture 74 72
730 320
Analysis of charge in period
Current tax:
United Kingdom Corporation tax @ 30% 314 579
Prior year adjustment 85 -
399 579
Foreign tax:
Overseas subsidiaries 9 23
Share of joint venture 74 72
Total current tax 482 674
ACT written off / (written back) 427 (356)
Deferred tax:
Origination and reversal of timing differences: United Kingdom (179) 2
Total deferred tax (179) 2
Tax on profit on ordinary activities 730 320
4 Dividends
2004 2003
£000 £000
Dividends prior to demerger:
Amounts paid to former holding company, Brunel Holdings
plc, in the period prior to the demerger, and therefore do not
represent dividends paid by Dickinson Legg Group plc.
The dividend was settled as follows:
- waived intercompany loans - 12,739
- cash payment - 1,679
- 14,418
Dividends following demerger:
Ordinary shares:
Interim at 0.5 pence per 20p share (2003: £nil) 182 -
Final proposed at 0.5 pence per 20p share (2003: 182 545
1.5pence)
364 14,963
5 Earnings per share
Basic earnings per share is calculated by dividing the earnings attributable to
ordinary shareholders by the weighted average number of ordinary shares in
issue. For diluted earnings per share, the weighted average number of ordinary
shares in issue is adjusted to assume conversion of all dilutive potential
ordinary shares. Reconciliations of earnings and weighted average number of
shares used in the calculations are set out below:
Earnings Weighted Total 2004 Earnings Weighted Total
average Earnings per average 2003
shares share shares Earnings
per share
£'000 Number (pence) £'000 Number (pence)
('000s) ('000s)
Basic earnings per share 630 36,355 1.7 1,903 36,355 5.2
Add : Dilutive effect of
share options - 187 - - 162 -
Diluted earnings per share 630 36,542 1.7 1,903 36,517 5.2
Add: Exceptional costs 239 - 0.7 778 - 2.1
Less: Tax effect of the
exceptional costs (65) - (0.2) (190) - (0.5)
Adjusted diluted earnings
per share 804 36,542 2.2 2,491 36,517 6.8
6 Reconciliation of movement in shareholders' funds
Called up Merger Other Profit & loss Total
share capital reserves reserves account
£000 £000 £000 £000 £000
Group
At1 July 2003 as previously 7,271 45,234 39,496 (86,733) 5,268
reported
Prior year adjustment - - - (219) (219)
At 1 July 2003 as restated 7,271 45,234 39,496 (86,952) 5,049
Retained profit for the year - - - 266 266
Currency translation differences - - - (116) (116)
As at 30 June 2004 7,271 45,234 39,496 (86,802) 5,199
The merger reserve arises in part on the acquisition of Dickinson Legg Limited,
Spooner Industries Limited, Thomas Robinson Group Limited and DLG America Inc,
by Legg Limited during April 2002 and also on the acquisition of Legg Limited by
Dickinson Legg Group plc in December 2002.
Prior year adjustment
In November 2003 the Accounting Standards Board published Application Note G, '
Revenue Recognition', in respect of FRS5 'Reporting the Substance of
Transactions'. As a result of this the directors have reviewed the Group's
policy in respect of revenue recognition in respect of significant long-term
contracts. Previously the elements of contracts in relation to the design &
manufacture of machinery and the installation & commissioning of the equipment
had been accounted for separately. Revenue relating to the design & manufacture
of the machinery would have been fully recognised on shipment and then the
installation & commissioning would have been recognised up to customer
acceptance. The policy has been revised such that, where there is no separate
contract, all phases of the project are combined and revenue recognised with
reference to total cost from design through to customer acceptance.
The effect of this change in policy is to spread the revenue recognition over a
longer time period.
This change in accounting policy has been recognised in these accounts as a
prior year adjustment and comparative figures for 2003 have been restated.
The effect of the prior year adjustment was to defer £219,000 of profit
recognised in years prior to 2003. The net effect on profit in 2003 and 2004
was not material. The impact on opening shareholders funds was an equivalent
reduction of £219,000 with no material subsequent effect.
7 Contingent liabilities
The Group have the following contingent liabilities which have not been provided
in the balance sheet since no actual liability is expected to arise:
Bonds and Guarantees
At 30 June 2004, the Group had outstanding bank and insurance guarantees in
respect of advance payments, performance and other bonds totalling £ 2,561,000
(2003: £4,784,000).
8 Annual Report and Accounts & AGM
The Annual Report and Accounts will be posted to shareholders shortly and will
be available from the Company's Registered office at Moorside Road, Winchester,
Hampshire SO23 7SS.
9 Preliminary Announcement
This preliminary announcement has been prepared on the basis of the accounting
policies set out in the annual financial statements for the year ending 30 June
2004. The financial information set out in this preliminary announcement does
not constitute the company's statutory accounts for the years ended 30 June 2004
or 30 June 2003. The financial information for the year ended 30 June 2003 is
derived from the statutory accounts for that year, which have been delivered to
the Registrar of companies. The auditors report on those accounts was
unqualified and did not contain a statement under either section 237 (2) or (3)
of the Companies Act 1985.
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