Interim Results
Holders Technology PLC
23 July 2003
CHAIRMAN'S STATEMENT
Results
The 6 month period to 31 May 2003 resulted in a turnover of £6,748,000 as
compared with £4,901,000 for the first half of last year. The pre-tax result
was a loss of £71,000 compared with a profit of £41,000 in 2002. This resulted
in a loss per share of 0.93p as against earnings per share of 0.84p in 2002.
Net assets at 31 May 2003 were £4.2m (31 May 2002: £4.2m).
Dividend
A net interim dividend of 2p per share (2002: 2p) will be paid on 19 September
2003 to shareholders on the Register of Members at the close of business on 22
August 2003.
Activities
In the Chairman's statement accompanying the Annual Report and Accounts to 31
November 2002 I said that we expected the current year to be one of
consolidation: this remains the position.
In general the markets which we serve remain subdued, particularly in
Scandinavia, where there has been a major reduction in the volumes of locally
produced PCB supplies for the telecommunications industry. As a result of this
position we have felt it prudent to increase by £85,000 our provisions against
slow moving stocks held by our Swedish subsidiary. Elsewhere in mainland Europe
a similar but less pronounced decline in domestic production has continued,
although during the first six months of the current year the UK market was
relatively robust.
Our chosen strategy of making selective acquisitions led to the marked increase
in turnover for the period as compared to last year. Taken together these
activities have, to date, broadly performed in line with our initial
expectations and we continue to expect that they will make a significant
contribution to future profitability both through organic growth and by enabling
us to remodel our European operations.
An essential element of this approach is to add additional products to our range
so as to take advantage of our stronger market coverage. We have identified one
new product range allied to our traditional product field and we will be
launching this shortly. Now that the SARS outbreak has abated we will be able
to resume our efforts to identify further Far Eastern products to sell in Europe
and to supplement the range of products which our associated company Topgrow
Technologies Limited can represent in China.
In view of the considerable management time commitment required to achieve the
results we are seeking in our core business we considered it opportune to accept
an offer we received for our shareholding in Justfone Limited. This transaction
took place on 13 June and thus is not reflected in these interim accounts.
While Justfone has some interesting opportunities available, further finance and
significant management effort will be required fully to realise its potential.
In the event of significant commercial success being achieved, we will
participate in the consequent growth in value of the company through the
earn-out arrangements we negotiated and in the meantime we have eliminated a
significant monthly loss. The impact of Justfone on the first half results was
a loss of £86,000 before tax.
Despite the challenges which our markets present we view the second half of the
current year positively both as regards profitability and cash flow and have
therefore felt it appropriate to maintain the interim dividend at the same level
as last year.
The interim financial statements were approved by the Board on 23 July 2003 and
signed on its behalf by:
Rudolf W. Weinreich Holders Technology plc
Chairman and Chief Executive Northway House
1379 High Road
Whetstone
London N20 9LP
23 July 2003
GROUP PROFIT AND LOSS ACCOUNT
for the half-year ended 31 May 2003
Unaudited Unaudited Audited
half-year half-year full-year
ended 31 ended 31 ended 30
May 2003 May 2002 Nov 2002
Notes £'000 £'000 £'000
Turnover
Continuing operations 1 6,168 4,811 8,868
Acquisition 534 - -
5 6,702 4,811 8,868
Discontinued operations 46 90 137
6,748 4,901 9,005
Operating profit
6
Continuing operations 76 124 33
Acquisition (32) - -
44 124 33
Discontinued operations (76) (76) (152)
Group operating (loss) / profit (32) 48 (119)
Share of loss in associated undertaking (16) - -
Net interest payable
and similar charges (23) (7) (14)
(Loss) / profit before taxation (71) 41 (133)
Taxation 2 25 (18) 15
Profit after taxation (46) 23 (118)
Minority interests - equity 8 11 24
(Loss) / profit for the period (38) 34 (94)
Dividends 3 (86) (81) (182)
Transfer from reserves (124) (47) (276)
(Loss) / earnings per share 4 (0.93)p 0.84p (2.33)p
Diluted (loss) / earnings per 4 (0.93)p 0.84p (2.33)p
share
STATEMENT OF TOTAL RECOGNISED GAINS AND LOSSES
(Loss) / profit for the financial year (38) 34 (94)
Currency translation differences 269 68 76
Total recognised gains and losses 231 102 (18)
Notes:
1. The interim results are prepared on the basis of accounting policies set out
in the financial statements for the year ended 30 November 2002.
2. The tax charge for the six months ended 31 May 2002 is calculated based on
the tax rates applicable in the country in which each company operates. The
effective rate of tax is 35.2% (2002: 43.9%). Taxation includes a credit of
£62,000 (2002: charge of £30,000) relating to overseas operations.
3. The dividend payment of 2p per share is payable on the total issued share
capital of 4,144,551 10p ordinary shares.
4. The earnings per ordinary share (basic and diluted) for the six months ended
31 May 2002 have been calculated using Financial Reporting Standard 14. The
calculation of earnings per share, for the six months, is based on the loss
attributable to equity shareholders of £38,000 (2002: profit of £34,000) and
4,101,014 shares being the daily average of the number of shares in issue
during the periods. The diluted earnings per share is based on the same
numbers.
5. On 7 February 2003, the company acquired 100% of the Dutch company Screen
Circuit BV. This transaction has been accounted for as an acquisition. The
following sets out the effect on the consolidated balance sheet:
£'000
Net assets acquired 68
Goodwill capitalised 107
Consideration 175
Satisfied by:
Cash 92
Issue of shares 50
Costs 33
175
6. On 13 June 2003, the company sold its 81% shareholding in Justfone Limited.
Under the sale terms, the purchasor paid £150,000 for the share capital and
to settle part of Justfone's indebtedness to the Holders group. A further
£112,000 will be paid in monthly instalments over 5 years, commencing in
September 2003. Further amounts of up to £250,000 are potentially payable to
Holders, depending on Justfone's financial results for the 3 years to 31 May
2006. The financial impact of the sale of Justfone Limited is not reflected
in these financial statements as it falls in the second half of the financial
year.
7. The results for the half year to 31 May 2003 are unaudited. The results for
the year ended 30 November 2002 are taken from the full accounts filed with
the Registrar of Companies, which contained an unqualified audit report and
did not contain statements under s237 (2) or (3).
8. A copy of this interim report is being sent to shareholders and is available
for inspection at the Company's registered office, Northway House,
1379 High Road, Whetstone, London N20 9LP.
GROUP BALANCE SHEET AT 31 MAY 2003
Unaudited Unaudited Audited
half-year half-year full-year
ended 31 ended 31 ended 30
May 2003 May 2002 Nov 2002
£'000 £'000 £'000
Fixed Assets
Intangible assets 194 - 110
Tangible assets 1,171 1,012 1,175
Investment in associated undertaking 204 - -
1,569 1,012 1,285
Current Assets
Stocks 2,384 1,942 1,897
Debtors 3,061 2,105 2,112
Cash at bank and in hand 316 479 259
5,761 4,526 4,268
Creditors
Amounts falling due within one year (2,974) (1,071) (1,370)
Net current assets 2,787 3,455 2,898
Total assets less current liabilities 4,356 4,467 4,183
Creditors: Amounts falling due after one year (64) (93) (74)
Provision for liabilities and charges
Deferred taxation (50) (85) (54)
4,242 4,289 4,055
Capital and Reserves
Called up share capital 415 403 403
Share premium account 1,524 1,486 1,486
Capital redemption reserve 1 1 1
Profit and loss account 2,375 2,451 2,230
Equity shareholder's funds 4,315 4,341 4,120
Minority interests - equity (73) (52) (65)
4,242 4,289 4,055
GROUP CASH FLOW
for the half-year ended 31 May 2003
Unaudited Unaudited Audited
half-year half-year full-year
ended 31 ended 31 ended 30
May 2003 May 2002 Nov 2002
£'000 £'000 £'000
Net cash outflow from operating activities 1 (186) 532 944
Returns on investment and servicing of finance
Interest received 4 4 9
Interest paid (24) (7) (15)
Finance lease interest (3) (4) (8)
Net cash flow from returns on investment and
servicing of finance (23) (7) (14)
Taxation 24 (38) (69)
Capital expenditure
Payments to acquire tangible fixed assets (36) (1) (13)
Receipts from sales of tangible fixed
assets 7 17 13
(29) 16 -
Acquisitions
Purchase of subsidiary undertaking (125) - (492)
Net overdraft acquired with subsidiary (186) - -
undertaking
Payment in respect of existing (190) - -
subsidiaries
Investment in associated undertaking (220) - -
(721) - (492)
Equity dividends paid (104) (101) (182)
Cash flow before financing (1,039) 402 187
Financing
Capital element of finance leases (5) (19) (35)
(Decrease) / increase in cash 2 (1,044) 383 152
1. Reconciliation of operating profit to net cash outflow from operating activities
Unaudited Unaudited Audited
half-year half-year full-year
ended 31 ended 31 ended 30
May 2003 May 2002 Nov 2002
£'000 £'000 £'000
Operating (loss) / profit (32) 48 (119)
Depreciation 145 87 226
Amortisation of goodwill 5 - -
Exchange differences 199 61 68
Transfer from current to fixed assets - - (123)
(Profit) / loss on sale of tangible fixed - - 3
assets
Change in stocks (243) 425 958
Change in debtors (459) 171 214
Change in creditors 199 (260) (283)
Net cash (outflow) / inflow from operating
activities (186) 532 944
2. Reconciliation of net cash flow to movement in net (debt) / funds
(Decrease) / Increase in cash (1,044) 372 152
Cash flow from change in debt and lease
finance 5 19 35
(1,039) 391 187
Opening net funds / (debt) 150 (37) (37)
Closing net (debt) / funds (889) 354 150
Website: http://www.holders.co.uk
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