Final Results
Holders Technology PLC
25 February 2003
Holders Technology plc
Providers of specialised materials, equipment and services for the electronics
and telecommunications industries.
Year ended 30 November 2002
In the year to 30 November 2002, turnover decreased by 24% to £9.0m (2001:
£11.8m). The company made a pre-tax loss of £0.1m (2001: £0.3m profit). The
loss per share was 2.33p (2001: earnings of 6.22p). Your directors are
recommending a final dividend of 2.50p (2001: 2.50p), which will be payable on
20 May 2003 to shareholders on the register at the close of business on 25 April
2003.
In the July interim statement I reported that trading conditions in our markets
were difficult and this continued to be the case for the balance of the year to
30 November 2002.
Whilst volumes continued to decline we managed generally to maintain margins and
saw the initial benefits of the cost reductions made during the course of the
year. It was particularly disappointing that sales of certain of our
specialist, niche products were constrained by supply difficulties. It
currently appears that this position will not fully ease until the second half
of the current year.
In total the year bore the impact of £200,000 of bad debts. Whilst it is our
policy to minimize potential exposure and, wherever possible, to insure against
such risks, it is unfortunately the case at this stage in the business cycle
that a number of bad debts will inevitably arise.
Based on market feedback we had hoped that Justfone would progress significantly
in the second half of the year. Considerable technical progress was made but
this did not translate into the financial success which we are seeking and a
strategic review of the options open to Justfone, including involving external
partners, is now being undertaken.
In the past I have commented on the high probability of there being
consolidation within the companies serving the European PCB industry and I also
said that Holders financial stability would allow it to be an active participant
in this process when it commenced. The validity of this view was demonstrated
by the Group's acquisition of the trading assets of Cimatec, a major German
competitor, at the end of November 2002. This strategic acquisition has
expanded our market presence in mainland Europe and added considerably to our
product range. In February 2003 we announced the acquisition of 100% of a Dutch
company, Screen Circuit BV. This has further strengthened our European
operations and will enable us to undertake a major re-modelling of our European
activities over the next year or two.
In conjunction with this transaction, we have acquired from the Screen Circuit
vendors an interest of 35% in Topgrow Technologies Limited, a Hong Kong-based
company, along with an option to acquire a further 25% holding prior to 30
September 2004. This will enable Holders to enter the Far East market, the
region of the world where the P.C.B. industry is growing most strongly. These
acquisitions have been financed from our existing resources, augmented by
increased borrowing and the issue of some new shares which will, over time, be
reduced by the rationalization of our overseas property holdings.
We expect conditions in the markets which we serve to remain challenging in the
current year and the process of integrating the enlarged activities of the group
to be demanding but we will benefit from the commitment being shown both by our
existing staff and those joining us as a result of the acquisitions.
The current year will be one of consolidation but we believe that it will form
the base for future growth in both existing and new markets. This growth will
accrue not only from some market recovery but also from a product range widened
by the increased willingness of specialist suppliers to trade across Europe
through specialised distributors such as ourselves rather than, as hitherto,
directly to end customers.
As a sign of the belief of the board in this approach it has been decided not to
recommend a reduced final dividend despite the lack of cover by this year's
earnings.
R W Weinreich
Chairman and Chief Executive
25 February 2003
CONSOLIDATED PROFIT AND LOSS ACCOUNT
for the year ended 30 November 2002
Audited year Audited year
ended ended
Note 30/11/02 30/11/01
£'000 £'000
Turnover - continuing operations 9,005 11,780
Cost of sales (6,769) (8,914)
Gross profit 2,236 2,866
Distribution costs (132) (165)
Administrative expenses (2,251) (2,367)
Other operating income 28 32
Operating (loss)/profit - continuing operations (119) 366
Interest receivable 9 4
Interest payable and similar charges (23) (52)
(Loss)/profit on ordinary activities before taxation (133) 318
Tax on profit on ordinary activities 1 15 (95)
(Loss)/profit on ordinary activities after taxation (118) 223
Minority interests - equity 24 28
(Loss)/profit for the financial year (94) 251
Dividends (all equity) 2 (182) (182)
Transfer (from)/to reserves (276) 69
(Loss)/earnings per share - basic and diluted 3 (2.33p) 6.22p
CONSOLIDATED BALANCE SHEET
at 30 November 2002
Audited year Audited year
ended ended
30/11/02 30/11/01
£'000 £'000
Fixed assets
Intangible assets 110 -
Tangible assets 1,175 1,103
1,285 1,103
Current assets
Stocks 1,897 2,367
Debtors 2,112 2,280
Cash at bank and in hand 259 294
4,268 4,941
Creditors: Amounts falling due within one year (1,370) (1,578)
Net current assets 2,898 3,363
Total assets less current liabilities 4,183 4,466
Creditors: Amounts falling due after one year (74) (107)
Provision for liabilities and charges (54) (80)
4,055 4,279
Capital and reserves
Called up share capital 403 403
Share premium account 1,486 1,486
Capital redemption reserve 1 1
Profit and loss account 2,230 2,430
Equity shareholders' funds 4,120 4,320
Minority interests - equity (65) (41)
4,055 4,279
CONSOLIDATED CASH FLOW STATEMENT
for the year ended 30 November 2002
Audited year Audited year
ended ended
30/11/02 30/11/01
£'000 £'000
Net cash inflow from operating activities 944 585
Returns on investment and servicing of finance
Interest received 9 4
Interest paid (15) (42)
Finance lease interest (8) (10)
Net cash outflow from returns on investment and
servicing of finance (14) (48)
Taxation
Corporation tax paid (69) (239)
Capital expenditure
Payments to acquire tangible fixed assets (13) (31)
Receipts from sales of tangible fixed assets 13 29
- (2)
Acquisition of business (492) -
Equity dividends paid (182) (303)
Cash flow before financing 187 (7)
Financing
Capital element of finance leases (35) (35)
(35) (35)
Increase/(decrease) in cash 152 (42)
Notes
1. Taxation comprises United Kingdom corporation tax of £(10,000) (2001:
£21,000), foreign tax of £25,000 (2001: £88,000) and deferred taxation of £
(30,000) (2001: £(14,000)).
2. The directors have recommended a final dividend of 2.5p (2001: 2.5p)
per share payable on 20 May 2003 to shareholders on the register at close of
business on 25 April 2003. The total dividend for the year, including the
interim dividend of 2.0p (2001: 2.0p) per share paid on 13 September 2002,
amounts to £182,000 (2001: £182,000), which is equivalent to 4.5p (2001: 4.5p)
per share.
3. The basic and diluted earnings per share are based on the loss for the
financial year of £94,000 (2001: profit of £251,000) and on 4,034,498 ordinary
shares (2001: 4,034,498 ordinary shares), the weighted average number of shares
in issue during the year.
4. On 29 November 2002 HT Cimatec GmbH (a 100% subsidiary of Holders
Technology plc) acquired the assets and business of the materials division of
Cimatec GmbH Produkte fur Leiterplatten. This transaction has been accounted
for as an acquisition. The following sets out the effect on the consolidated
balance sheet:
Fair value
Balance sheet of Fair value at date of
acquired business adjustment acquisition
£'000 £'000 £'000
Intangible fixed assets 48 (48) -
Tangible fixed assets 166 - 166
Stock 488 - 488
Creditors (16) - (16)
Net assets acquired 686 (48) 638
Net assets acquired 638
Goodwill capitalised 110
Consideration 748
Satisfied by
Cash 492
Deferred consideration 230
Costs 26
748
The fair value adjustment reduces the book value of certain software and other
intangible assets to their estimated recoverable amounts in accordance with
normal group policy
The acquired business generated turnover of £4,593,000 and operating profit of
£21,000 in the nine months to 30 September 2002.
5. On 7 February 2003 the company acquired 100% of the Dutch company,
Screen Circuit BV for a consideration of £92,000 in cash and £50,000 in Holders
Technology plc ordinary shares. On the same day, the company purchased a 35%
investment in the Hong Kong-based company, Topgrow Technologies Limited for a
consideration of £193,000. The company also purchased an option to acquire a
further 25% of Topgrow Technologies Limited at any time until 30 September 2004.
6. This preliminary statement which has been approved by the Board on 25
February 2003 is not the Company's statutory accounts. The statutory accounts
for each of the two years to 30 November 2001 and 30 November 2002 received
audit reports, which were unqualified and did not contain statements under
section 237 (2) or (3) of the Companies Act 1985. The 2001 accounts have been
filed with the Registrar of Companies but the 2002 accounts are not yet filed.
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