Final Results
Holders Technology PLC
09 March 2006
Holders Technology plc
Providers of specialised materials, equipment and services for the electronics
and telecommunications industries
Audited results for the year ended 30 November 2005
Holders Technology plc announces its audited results for the year ended 30
November 2005.
Highlights
In a difficult year for the European electronics industry, Holders has focused
on restructuring and cutting costs, whilst investing for the future in the Far
East.
• Turnover fell 6% to £14.7m with operating profit declining by 33% to £0.5m
• Net operating cash inflow of £0.8m
• Dutch and German operations restructured
• New Chinese subsidiary being set up
• Marked improvement in the current year expected
• Final dividend maintained at 2.75p
Chairman's statement
Financials
In the year to 30 November 2005, turnover decreased to £14.7m (2004: £15.7m).
The group achieved a pre-tax profit of £0.3m (2004: £0.7m). The earnings per
share were 8.57p (2004: 11.00p). Your directors are recommending a final
dividend of 2.75p (2004: 2.75p) per share, which will be payable on 23 May 2006
to shareholders on the register at close of business on 28 April 2006. The
shares will go ex dividend on 26 April 2006.
In the Chairman's statement which accompanied the Report and Accounts for the
year to 30 November 2004, I cautioned shareholders that the year to 30 November
2005 would be a challenging one for the Group; this proved to be the case.
Demand in all of our main markets was subdued during the year and we experienced
a number of non recurring costs. It remains the Group's policy to insure against
debtor default wherever possible; despite this approach the Group suffered bad
debts of £144,000 in the year to 30 November 2005.
The necessary restructuring of our European operations, which included major
management changes within our Dutch operations in order to simplify its
structure, gave rise to non-recurring expenditure of £131,000. Settlement of a
delayed, disputed employee pension claim arising from the acquisition of the
German Cimatec business required £84,000 by way of provision for a payment to
the staff member and associated legal costs. The restructuring is now completed
and leaves us well placed to serve our European markets with a significantly
lower cost base.
Our activities in China are centred on Topgrow Technologies; this company has a
joint venture with Waysky and a minority holding in Sino Pacific which provides
sub contract drilling services to Chinese PCB manufacturers. Taken together
these operations broke even in the year. This is encouraging given that these
activities remain in their build up phase and that Topgrow suffered major
quality problems with supplies into China through much of the year.
Inevitably, given the competitive market place and the relative weakening of
sterling against the dollar over the year, we experienced pressure on margins
but we have, and will continue, to offset this by improving our systems and
containing overheads wherever possible.
In addition to the restructuring measures undertaken last year we have realigned
subsidiary management teams so as to enable them to focus on their specific
markets thus freeing central management time to pursue potential new directions
for the Group.
The closure of Screen Circuit BV has enabled us to claim tax credits of £0.1m
relating to Screen Circuit's losses in the years 2003 to 2005. We also
reclaimed tax on foreign dividends relying on the Manninen and Lenz precedent.
As a result of these two tax claims, the overall effect of taxation on the
results for 2005 is a credit of £0.1m, compared with a charge of £0.3m in 2004.
Careful management of working capital enabled the group to generate £0.8m of
operating cash flow (2004: £0.8m) and the group continues to maintain a strong
balance sheet.
During the last year we have investigated a number of opportunities to widen the
base of the Group by diversifying into areas of technical distribution outside
the PCB industry. We have set ourselves strict criteria for any acquisitions
and will only pursue opportunities which we see as being capable of generating
growth with low risk. We believe that we have a number of contributions which
we can make to such companies and a distribution network which we can more fully
exploit. These efforts will continue in the current year.
Given the changes we have made to the Group we believe that we are well placed
to take advantage of improvements to trading volumes as these arise. Our focus
will be on improving the profitability of the ongoing business in what we expect
to be a more settled year, expanding our Chinese operations and considering
selected add on acquisitions where these can be made on attractive terms.
Taken together we believe these measures will enable us to achieve a marked
improvement in the current year and improve the stability of earnings in the
future.
R W Weinreich
Chairman and Chief Executive
9 March 2006
Consolidated profit and loss account
for the year ended 30 November 2005
Note 2005 2004
£'000 £'000
Group turnover
Current year acquisition 292 -
Other continuing operations 14,448 15,658
Group turnover 14,740 15,658
Cost of sales (10,471) (11,023)
Gross profit 4,269 4,635
Distribution costs (406) (483)
Administrative expenses (3,400) (3,498)
Other operating income 46 66
Analysis of group operating profit
Current year acquisition 14 -
Other continuing operations 495 720
Group operating profit 509 720
Share of associates operating (loss) / profit (25) 4
Total operating profit 484 724
Cost of fundamental restructuring (215) -
Deferred consideration arising on sale of former subsidiary 24 24
Profit on ordinary activities before interest and tax 293 748
Interest receivable 5 15
Interest payable and similar charges (24) (31)
Profit on ordinary activities before taxation 274 732
Tax on profit on ordinary activities 1 88 (274)
Profit on ordinary activities after taxation 362 458
Minority interests - equity (7) (2)
Profit for the financial year 355 456
Dividends (all equity) 2 (197) (197)
Transfer to reserves 158 259
Basic earnings per share 3 8.57p 11.00p
Diluted earnings per share 3 8.38p 10.83p
Consolidated balance sheet
at 30 November 2005
Note 2005 2004
£'000 £'000
Fixed assets
Intangible assets 410 424
Tangible fixed assets 509 640
Investment in associated undertaking 103 97
1,022 1,161
Current assets
Stocks 2,624 2,607
Debtors 2,970 2,804
Cash at bank and in hand 734 480
6,328 5,891
Creditors: amounts falling due within one year (2,202) (2,217)
Net current assets 4,126 3,674
Total assets less current liabilities 5,148 4,835
Creditors: amounts falling due after one year (6) (25)
Provision for liabilities and charges (186) (104)
4,956 4,706
Capital and reserves
Called up share capital 414 414
Share premium account 1,525 1,525
Capital redemption reserve 1 1
Profit and loss account 2,769 2,643
Equity shareholders' funds 4,709 4,583
Minority interests - equity 247 123
4,956 4,706
Consolidated cash flow statement
for the year ended 30 November 2005
Note 2005 2004
£'000 £'000
Net cash inflow from operating activities 753 837
Returns on investment and servicing of finance
Interest received 5 15
Interest paid (21) (25)
Finance lease interest (3) (6)
Net cash outflow from returns on investment and
servicing of finance (19) (16)
Taxation paid
UK Corporation tax (254) (63)
Overseas corporation tax (10) (157)
(264) (220)
Capital expenditure
Payments to acquire tangible fixed assets (116) (253)
Receipts from sales of tangible fixed assets 58 554
(58) 301
Acquisitions and disposals
Acquisition of business 4 - (76)
Net cash acquired with subsidiary undertaking 9 8
Investment in associated undertaking (31) (24)
Deferred consideration arising on sale of former subsidiary 24 24
2 (68)
Equity dividends paid (197) (187)
Cash flow before financing 217 647
Financing
Capital element of finance leases (42) (32)
Repayment of bank loan - (598)
(42) (630)
Increase in cash 175 17
Notes
1. Taxation comprises United Kingdom corporation tax of £(118,000) (2004:
£198,000), foreign tax of £22,000 (2004: £107,000) and deferred taxation of
£8,000 (2004: £(31,000)).
2. The directors have recommended a final dividend of 2.75p (2004: 2.75p)
per share payable on 23 May 2005 to shareholders on the register at close of
business on 28 April 2005. The total dividend for the year, including the
interim dividend of 2.0p (2004: 2.0p) per share paid on 20 September 2005,
amounts to £197,000 (2004: £197,000), which is equivalent to 4.75p (2004: 4.75p)
per share.
3. The basic earnings per share are based on the profit for the financial
year of £355,000 (2004: £456,000) and on 4,144,551 ordinary shares (2004:
4,144,551), the weighted average number of shares in issue during the year.
Diluted earnings per share are based on 4,234,551 ordinary shares (2004:
4,209,551), being the weighted average number of ordinary shares after an
adjustment of 90,000 shares (2004: 65,000) in relation to share options.
4. Acquisition
On 1 December 2004, Topgrow Technologies Limited acquired a 60% interest in
Waysky Technology Limited. This transaction has been accounted for as an
acquisition. The following sets out the effect on the consolidated balance
sheet:
Balance sheet of Fair value Fair value of
acquired business adjustment acquired business
£'000 £'000 £'000
Debtors 135 - 135
Cash 9 - 9
Creditors (110) - (110)
Net assets acquired 34 - 34
Net assets acquired 34
Minority interest (52)
Goodwill capitalised 18
Consideration -
The acquired businesses generated turnover of £233,000 and a loss before tax of
£1,000 in the eleven months to 30 November 2004.
5 This preliminary statement which has been approved by the Board on 9 March
2006 is not the Company's statutory accounts. The statutory accounts for each
of the two years to 30 November 2004 and 30 November 2005 received audit
reports, which were unqualified and did not contain statements under section 237
(2) or (3) of the Companies Act 1985. The 2004 accounts have been filed with
the Registrar of Companies but the 2005 accounts are not yet filed.
ENDS For further information, contact:
Mr Rudi Weinreich, Chairman and Chief Executive, Holders Technology plc,
on 020 8731 4336
Mr Jim Shawyer, Group Finance Director, Holders Technology plc,
On 020 8731 4336
Mr Barrie Newton, Director, Rowan Dartington and Company Limited,
on 0117 933 0011
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