Interim Results

Trifast PLC 23 November 2005 Issued by Citigate Dewe Rogerson Ltd, Birmingham Date: Wednesday, 23 November 2005 Embargoed: 7.00am Trifast plc Interim Results for the six months ended 30 September 2005 Six months ended Year ended 30 September 30 September 31 March 2005 2004 2005 £'000 £'000 £'000 Revenue 50,939 53,044 103,823 Gross profit 12,871 14,148 27,007 Operating profit 2,631 2,948 5,892 before financing costs, restructuring, property gains and exchange gains/ (loss) on loan Profit before income 2,016 2,812 6,135 tax after financing costs, restructuring, property gains and exchange gains/ (loss) on loan Earnings per share - Basic 1.86p 2.74p 6.10p - Diluted 1.85p 2.71p 6.05p Dividend 0.73p 0.69p 2.10p "The Group has maintained momentum of sales in deteriorating market conditions particularly in Europe and the USA. Gross margins have been maintained in the face of cost-down pressures..." "The Serco Ryan acquisition gives us further scale to compete more effectively in the UK and opens up a number of exciting opportunities for our business globally." "Overall, the Board remains confident that the Group can continue to build on its leading position, brand awareness and considerable expertise to drive the business forward to the next level of its development." "Given the Board's confidence in the future for the enlarged Group, the Directors have declared an increased interim dividend..." JOINT STATEMENT ATTACHED Enquiries: Jim Barker, Chief Executive Fiona Tooley Stuart Lawson, Group Finance Director Citigate Dewe Rogerson Trifast plc Today: Tel: +44 (0)1825 769696 Tel: +44 (0)1825 769696 Mobile: +44 (0)77 85703523 Web-site: www.trifast.com Thereafter: +44(0) 121 455 8370 Editors Note: Trifast is a global manufacturer and distributor of industrial fastenings and is a leading supplier of 'Vendor Managed Solutions'. Post the period being reported, the Group acquired Serco Ryan for £18 million. The combined business operates 30 sites, through its network in Europe, the Far East and USA. -2- Trifast plc Interim Results for the six months ended 30 September 2005 STATEMENT BY THE CHAIRMAN, ANTHONY ALLEN AND JIM BARKER, CHIEF EXECUTIVE Introduction Revenue and gross margin for the six months to September 2005 are in-line with those of the second half of last year despite a continuing worsening of market conditions since the end of 2004. However, profit before tax, adjusted for non-recurring items, is below the second half of last year reflecting overhead cost inflation and higher US interest rates and a weaker performance from some of our key sectors. The Group has maintained momentum of sales in deteriorating market conditions particularly in Europe and the USA. Gross margins have been maintained in the face of cost-down pressures, reflecting both the improved product mix and balance of sales particularly from China but more importantly demonstrating the Group's overall resilience in the face of challenging market conditions. Although we have not lost customers in the period under review we have witnessed existing customers ordering lower volumes than previously anticipated which has offset the positive effect of new business wins. Saying this, our strategic focus has been to add to our skills base and further strengthen Trifast's overall position for the future. The Directors have recognised that a key challenge is to grow our share of the consolidating UK market more substantially and rapidly than was possible from our historic base. The acquisition of Serco Ryan completed in October 2005, (post the period end) is key to our delivery of this. The Serco Ryan acquisition gives us further scale to compete more effectively in the UK and opens up a number of exciting opportunities for our business globally. We expect to set new standards in the supply of industrial fasteners by harnessing the joint sales and global expertise of the two organisations. We are at an advanced stage of a thorough review of the activities of the combined business to ensure that the enlarged Group delivers what customers require in an efficient and profitable manner. The Board expects to benefit from combining the expertise of both management teams and their people and will be working closely to ensure that we create the best operation to deliver the next stage of our growth. We have already indicated that the combined business will reflect significant synergies in the first full year of ownership and that overall, after restructuring costs, the acquisition will be earnings enhancing in the financial year ending March 2007. Our current view is that cost savings will exceed our initial estimates. Phase One of our Chinese manufacturing operation is on schedule to be completed by the end of 2005. The initial focus will be on serving our growing domestic Chinese business, but over time this will be a significant resource for the whole Group. Commentary and Financial Results for the interim period ended 30 September 2005 These results have been prepared using the presentation, recognition and measurement requirements of International Financial Reporting Standards (IFRS) and, in order to give a greater level of clarity, we have restated Group results for 2004 and 2005 under the same rules with explanatory notes following the financial report. continued... -3- In the six months ended 30 September 2005, Group revenues from our continuing businesses were £50.94 million (2004: £53.04 million). Although on the surface, this is 4.0% below the comparable period it must be emphasised that during the first-half of the previous year we had a stronger performance by some of our key customers. Despite the on-going difficult trading environments and the overall slowdown in the marketplace, we have been encouraged to see that Trifast's underlying business has held revenues and gross margins at the same running rate as the second half of last year and at similar levels to 2003/2004. Revenues reflect a 76.9% contribution from the European businesses of £39.18 million which is 8.0% below the same period last year primarily as a result of the slowdown in electronics and telecoms where we witnessed a 17.2% decline in these sectors over the comparable six months as a number of key global accounts and OEM's have been reducing their component order intake ahead of the introduction of new technologies. This is evident by the reduction in exports in for example France and Poland where we have seen volume levels in the six months ended September 2005 less than half that of the 2004 interim period. Our Asian revenues were up from £8.66 million to £10.35 million, this creditable performance was primarily due to the increase in business from our Chinese operation which benefited from the impact of the on-going movement by our global customers from relatively higher cost economies to lower cost regions. However, the region as a whole is witnessing cost-down pressures from its customers which have impacted on the gross margin, but having said this it has been able to maintain its bottom line profit contribution to the Group. Our investment of US$5 million in a new purpose built facility in mainland China is currently underway and to date, the investment totals US$1 million. Our American business witnessed a small decrease in its revenues as a result of the slowdown in the US automotive sector. Gross profit for the six month period was £12.87 million compared to £14.15 million in 2004 (second half of 2004/05: £12.86 million). Administration expenses remained broadly in-line with last year despite restructuring costs of £0.18 million and the charge for IFRS option costs in the period under review of £0.08 million. Operating profit before financing costs was £2.22 million compared to £2.94 million in 2004 due to the lower first-half trading, a £0.23 million exchange loss and general inflationary increases across our overhead base. The exchange loss relates to the US$ loan taken out to finance the acquisition in Taiwan. We continue to generate cash from the majority of our trading activities and the Group's gross debt has again been reduced in the period. However, net stock levels around the world increased by £1.54 million. This is principally due to: an increase in raw materials to protect against price increases and shortages; whole new product lines being added to our product portfolio and, new business opportunities arising. Stock provisioning remains prudent at 18.1%. As a result, net debt has increased by £1.31 million to £6.91 million, giving us a modest gearing by the end of the period of 17.5%. Debtor management remains a priority and once again, we are pleased to report no significant bad debts in the period. Debtor days remain strong at 64. Capital expenditure was again low at £0.38 million (2004: £0.27 million) with depreciation at £0.60 million (2004: £0.66 million). Net Financing costs were £204,000 of which, interest payable amounted to £251,000 (2004: £156,000) which was off-set by financial income of £47,000 (2004: £32,000). This increase is attributable to the rise in the US$ base rate. continued... -4- Profit before income tax in the period under review was £2.02 million compared to £2.81 million, once again reflecting impact on profitability of the reduction in volumes in some key customers, inflationary overhead increases and the rise in US interest rates. With an effective tax rate of 33.5% (2004:30.0%), profit after tax, on the same basis was £1.34 million (2004: £1.97 million). Basic earnings per share in the period amounted to 1.86 pence against 2.74 pence in the 2004 equivalent period, whilst diluted earnings per share were 1.85 pence and 2.71 pence respectively. Adjusting for restructuring, property gains and exchange gains/(loss) on loans the adjusted earnings per share were 2.25p and 2.72p respectively. Current Trading and Prospects As we indicated to our shareholders in the Circular issued on 20 September 2005, challenging global markets, some cost-down pressures and increases in raw material and energy prices impacted our performance in the second half of 2005, and this trend has continued into the current financial year. Since then, as widely reported and in line with the experiences of our competitors, the overall market has further weakened for both the traditional Trifast and the Serco Ryan businesses. September through to November have historically been the strongest trading months for the Group. Contrary to our expectations, October trading has been disappointing and this has not recovered in November. For the month of October, revenue and profitability in our European businesses, including Serco Ryan, were both significantly below budget and our Asian operations, whilst slightly ahead on revenue, fell marginally short of budget in terms of profits. Consequently, due to a combination of continued challenging markets and reduced visibility, the outcome for the year as a whole has become much more difficult to predict. However, if market conditions do not deteriorate below those of the first half year, we would expect to at least maintain our current momentum. Notwithstanding this, the Group remains well placed to take advantage of new opportunities which are emerging both in the UK, as well as those we have in the Asian and European regions. The full integration of Serco Ryan is expected to be achieved within the next twelve months. We are very positive on the enhanced potential of the enlarged Trifast Group and through the combination of synergies and opportunities open to the combined businesses as well as in terms of efficiencies and, organic and acquisitive growth in developing economies. This well balanced mix not only consolidates our market position but should also see us enhance margins through improved purchasing power; reduction of total stockholding and an increased utilisation of Trifast's existing Far East manufacturing base. It also enables us to add new sectors and capitalise on the experience of the combined workforce to develop further both in the UK and overseas. Overall, the Board remains confident that the Group can continue to build on its leading position, brand awareness and considerable expertise to drive the business forward to the next level of its development. We expect that this will start to be reflected in the Group's performance and financial results for the year ending 31 March 2007 and onwards. Interim Dividend Given the Board's confidence in the future for the enlarged Group, the Directors have declared an increased interim dividend of 0.73 pence per ordinary share (2004: 0.69 pence). The interim dividend will be paid on 18 January 2006, to shareholders on the Register on 2 December 2005; with an ex-dividend date of 30 November 2005. -5- Condensed consolidated interim income statement Unaudited results for the six months ended 30 September 2005 Notes Six months Six months Year ended ended ended 30 September 30 September 31 March 2005 2004 2005 £000 £000 £000 Revenue 50,939 53,044 103,823 Cost of Sales (38,068) (38,896) (76,816) ------------------------------------------------------- Gross Profit 12,871 14,148 27,007 Other Operating Income 109 60 606 Distribution Expenses (1,736) (2,055) (3,423) -------------------------------------------------------------------------------- Administrative Expenses before the following items: (8,534) (9,174) (17,806) - Exchange(Loss)/Gain on Acquisition Loan (231) (12) 146 - Restructuring Costs (180) - - - IFRS Option Charge (79) (31) (108) -------------------------------------------------------------------------------- Total Administration Costs (9,024) (9,217) (17,768) ------------------------------------------------------- Operating Profit before Financing Costs 2,220 2,936 6,422 ------------------------------------------------------- Financial Income 47 32 44 Financial Expenses (251) (156) (331) ------------------------------------------------------- Net Financing costs (204) (124) (287) Profit before Income Tax 2,016 2,812 6,135 Income Tax 3 (676) (845) (1,751) ------------------------------------------------------- Profit for the period 1,340 1,967 4,384 ======================================================= Earnings per Share - Basic 5 1.86p 2.74p 6.10p - Diluted 5 1.85p 2.71p 6.05p -6- Condensed consolidated interim statement of recognised income and expense Unaudited results for the six months ended 30 September 2005 Six months ended Six months ended Year ended 30 September 2005 30 September 2004 31 March 2005 £000 £000 £000 Foreign exchange translation differences gain/(loss) 677 153 (19) Net gain/(loss) on hedge of net investment in foreign subsidiary 20 (97) (47) ------------------------------------------------- Income and Expense Recognised Directly in Equity 697 56 (66) ------------------------------------------------- Profit for the Period 1,340 1,967 4,384 ------------------------------------------------- Total Recognised Income and Expense for the Period 2,037 2,023 4,318 ================================================= -7- Condensed consolidated interim balance sheet Unaudited results as at 30 September 2005 Notes 30 September 30 September 31 March 2005 2004 2005 £000 £000 £000 Current assets Inventories 22,756 21,220 21,573 Trade and other receivables 22,581 22,456 22,042 Cash and cash equivalents 1,894 5,393 3,622 ------------------------------------------------------- Total current assets 47,231 49,069 47,237 ------------------------------------------------------- Non-current assets Property, plant and equipment 8,390 9,842 8,463 Intangible assets 35 47 41 Equity investments - 128 126 Goodwill 11,378 11,223 11,057 Deferred tax assets 482 327 471 ------------------------------------------------------- Total non-current assets 20,285 21,567 20,158 ------------------------------------------------------- Total assets 67,516 70,636 67,395 ------------------------------------------------------- Equity Share capital 3,595 3,594 3,595 Share premium 4,598 4,598 4,598 Capital reserves 465 652 465 IFRS2 Share Option Reserve 228 72 149 Retained earnings 6 30,159 27,150 29,136 ------------------------------------------------------- Total equity 7 39,045 36,066 37,943 ------------------------------------------------------- Current liabilities Bank and other loans 1,899 1,871 1,815 Trade and other payables 17,250 21,149 18,642 Current tax payable 801 826 920 Dividends payable 1,014 963 - ------------------------------------------------------- Total current liabilities 20,964 24,809 21,377 ------------------------------------------------------- Non-current liabilities Bank and other loans 6,907 8,981 7,413 Provisions for liabilities and charges 181 258 214 Deferred tax 419 522 448 ------------------------------------------------------- Total non-current liabilities 7,507 9,761 8,075 ------------------------------------------------------- Total liabilities 28,471 34,570 29,452 ------------------------------------------------------- Total equity and liabilities 67,516 70,636 67,395 ------------------------------------------------------- -8- Condensed consolidated interim statement of cash flows Unaudited results for the six months ended 30 September 2005 Six months Six months Year ended ended ended 30 September 30 September 31 March 2005 2004 2005 £000 £000 £000 Cash Flows from Operating Activities Profit before taxation 2,016 2,812 6,135 Adjustments for: Depreciation 597 662 1,276 Loss/(profit) on sale of property, plant & equipment 6 7 (384) Profit on sale of investments (32) - - IFRS 2 share option costs 79 31 108 Investment income (47) (32) (44) Interest expense 251 156 331 ------------------------------------------- 2,870 3,636 7,422 (Decrease)/Increase in trade payables (1,569) 1,479 40 Increase in stocks (905) (2,541) (2,822) (Increase)/Decrease in trade receivables (26) 1,788 368 ------------------------------------------- Cash generated from operations 370 4,362 5,008 Interest paid (245) (155) (326) Tax paid (867) (661) (1,680) ------------------------------------------- Net Cash from Operating Activities (742) 3,546 3,002 ------------------------------------------- Cash Flows from Investing Activities Disposal/(Acquisition) of subsidiaries and investments net of cash 137 (32) (734) Purchase of property, plant & equipment (377) (280) (835) Proceeds from sale of property, plant & equipment 1 13 2,753 Interest received 46 30 44 ------------------------------------------- Net cash used in investing activities (193) (269) 1,228 ------------------------------------------- Cash Flows from Financing Activities Proceeds from issue of share capital - 4 5 Repayment of long term borrowings (900) (984) (2,234) Payment of finance lease liabilities - (2) (3) Dividends paid - - (1,460) ------------------------------------------- Net Cash used in Financing Activities (900) (982) (3,692) ------------------------------------------- Net (decrease)/increase in Cash and Cash Equivalents (1,835) 2,295 538 Cash and Cash Equivalents at start of period 3,622 3,075 3,075 Effect of exchange rate fluctuations on cash held 107 23 9 ------------------------------------------- Cash and Cash Equivalents at end of period 1,894 5,393 3,622 =========================================== -9- Notes to the condensed consolidated interim financial statements Unaudited results for the six months ended 30 September 2005 1. Significant accounting policies Trifast (the "Company") is a company domiciled in the United Kingdom. The condensed consolidated interim financial statements of the Company for the six months ended 30 September 2005 comprise the Company and its subsidiaries (together referred to as the "Group"). (a) Statement of Compliance The condensed consolidated interim financial statements have been prepared in accordance with International Financial Reporting Standards (IFRSs). These are the Group's first IFRS condensed consolidated interim financial statements for part of the period covered by the first IFRS annual financial statements and IFRS 1 First-time adoption of International Financial Reporting Standards has been applied. The condensed consolidated interim financial statements do not include all of the information required for full annual financial statements. An explanation of how the transition to IFRSs has affected the reported financial position, financial performance and cash flows of the Group is provided in note 8. This note includes reconciliations of equity and profit for comparative periods reported under United Kingdom GAAP (previous GAAP) to those reported for those periods under IFRSs. (b) Basis of preparation These interim statements are prepared in Sterling, rounded to the nearest thousand. They are prepared on a historical cost basis with the exception of certain items which are measured at fair value, as disclosed in the accounting policies below. The preparation of interim financial statements requires management to make judgements, estimates and assumptions that affect the application of policies and reported amounts of assets and liabilities, income and expenses. Actual results may differ from these estimates. These condensed consolidated interim financial statements have been prepared on the basis of IFRSs in issue that are effective or available for early adoption at the Group's first IFRS annual reporting date, 31 March 2006. Based on these IFRSs, the Board of Directors have made assumptions about the accounting policies expected to be adopted when the first IFRS annual financial statements are prepared for the year-ended 31 March 2006. The IFRSs that will be effective or available for voluntary early adoption in the annual financial statements for the period ended 31 March 2006 are still subject to a small degree of change and to the issue of additional interpretation(s) and therefore cannot be determined with absolute certainty. Accordingly, the accounting policies for that annual period that are relevant to this interim financial information will be determined only when the first IFRS financial statements are prepared at 31 March 2006. The comparative figures for the financial year ended 31 March 2005 are not the Group's statutory accounts for the year. Those accounts, which were prepared under UK GAAP, have been reported on by the company's auditors and delivered to the Registrar of Companies. The report of the auditors was unqualified and did not contain statements under s237 (2) and (3) of the Companies Act 1985. The preparation of the condensed consolidated interim financial statements resulted in changes to the accounting policies as compared with the most recent annual financial statements prepared under previous GAAP. The accounting policies set out below have been applied consistently to all periods presented in these condensed consolidated interim financial statements. They also have been applied in preparing an opening IFRS balance sheet at 1 April 2004 for the purposes of the transition to IFRSs, as required by IFRS 1. The impact of the transition from previous GAAP to IFRSs is explained in note 8. continued... -10- (c) Basis of consolidation (i) Subsidiaries Subsidiaries are entities controlled by the Company. Control exists when the Company has the power, directly or indirectly, to govern the financial and operating policies of an entity so as to obtain benefits from its activities. In assessing control, potential voting rights that presently are exercisable or convertible are taken into account. The financial statements of subsidiaries are included in the condensed consolidated interim financial statements from the date that control commences until the date that control ceases. (ii) Transactions eliminated on consolidation Intragroup balances, and any unrealised gains and losses or income and expenses arising from intragroup transactions, are eliminated in preparing the condensed consolidated interim financial statements. (d) Foreign currency (i) Foreign currency transactions Transactions in foreign currencies are translated at the foreign exchange rate ruling at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies at the balance sheet date are translated to Sterling at the foreign exchange rate ruling at that date. Foreign exchange differences arising on translation are recognised in profit or loss. Non-monetary assets and liabilities that are measured in terms of historical cost in a foreign currency are translated using the exchange rate at the date of the transaction. Non-monetary assets and liabilities denominated in foreign currencies that are stated at fair value are translated to Sterling at foreign exchange rates ruling at the dates the fair value was determined. (ii) Financial statements of foreign operations The assets and liabilities of foreign operations, including goodwill and fair value adjustments arising on consolidation are translated to Sterling at foreign exchange rates ruling at the balance sheet date. The revenues and expenses of foreign operations are translated to Sterling at average rates of exchange during the year. Foreign exchange differences arising on retranslation are recognised directly in a separate component of equity. (e) Hedge of net investment in foreign operations The portion of the gain or loss on an instrument used to hedge a net investment in a foreign operation that is determined to be an effective hedge is recognised directly in equity in the exchange reserve. The ineffective portion is recognised immediately in the income statement. The effective portion is recycled and recognised in the income statement upon disposal of the operation. (f) Property, plant and equipment (i) Owned assets Items of property, plant and equipment are stated at cost or deemed cost less accumulated depreciation (see below) and impairment losses (see accounting policy l). Certain items of property, plant and equipment that had been revalued to fair value on or prior to 1 April 2004, the date of transition to IFRSs, are measured on the basis of deemed cost, being the revalued amount at the date of that revaluation. When parts of an item of property, plant and equipment have different useful lives, those components are accounted for as separate items of property, plant and equipment. continued... -11- (ii) Depreciation Depreciation is charged to the income statement on a straight-line basis over the estimated useful lives of each part of an item of property, plant and equipment. Land is not depreciated. The estimated useful lives are as follows: Freehold and long leasehold buildings - 2% per annum on a straight-line or the period of the lease Short leasehold properties - period of the lease Motor vehicles - 25% on a straight-line basis Plant and machinery - 10-20% per annum on a straight-line basis Fixtures, fittings and office equipment - 10-25% per annum on a straight-line basis Where relevant, residual values are reassessed annually. (iii) Leased assets Where the company enters into a lease which entails taking substantially all the risks and rewards of ownership of an asset, the lease is treated as a "financial lease". The asset is recorded in the balance sheet as a tangible fixed asset and is depreciated over its estimated useful life or the term of the lease, whichever is shorter. Future instalments under such leases, net of finance charges, are included within creditors. Rentals payable are apportioned between the finance element, which is charged to the profit and loss account, and the capital element which reduces the outstanding obligation for future instalments. All other leases are accounted for as "operating leases" and the rental charges are taken to the profit and loss account on a straight-line basis over the life of the lease. (iv) Subsequent costs The Group recognises in the carrying amount of an item of property, plant and equipment the cost of replacing part of such an item when that cost is incurred if it is probable that the future economic benefits embodied within the item will flow to the Group and the cost of the item can be measured reliably. All other costs are recognised in the income statement as an expense as incurred. (g) Intangible assets (i) Goodwill All business combinations are accounted for by applying the purchase method. In respect of business acquisitions that have occurred since 1 April 2004, goodwill represents the difference between the cost of the acquisition and the fair value of the net identifiable assets acquired. Goodwill arising on acquisitions is stated at cost less any accumulated impairment losses. Goodwill is allocated to cash-generating units and is no longer amortised but is tested annually for impairment (see accounting policy l). Goodwill arising on acquisitions before 1 April 1998 was written off to reserves in the year of acquisition. Under IFRS1 and IFRS2, this goodwill will now remain eliminated against reserves. Goodwill arising on acquisitions after 1 April 1998 but before 31 March 2004 is included on the basis of its deemed cost, which represents the amortised amount recorded under previous GAAP as at 31 March 2004. The classification and accounting treatment of business combinations that occurred prior to 1 April 2004 has not been reconsidered in preparing the Group's opening IFRS balance sheet at 1 April 2004. Negative goodwill arising on an acquisition is recognised directly in profit or loss. continued... -12- (ii) Other intangible assets Intangible assets other than goodwill that are acquired by the Group are stated at cost less accumulated amortisation (see below) and impairment losses (see accounting policy l). Expenditure on internally generated goodwill and brands is recognised in profit or loss as an expense as incurred. (iii) Subsequent expenditure Subsequent expenditure on capitalised intangible assets is capitalised only when it increases the future economic benefits embodied in the specific asset to which it relates. All other expenditure is expensed as incurred. (iv) Amortisation Amortisation is charged to profit or loss on a straight-line basis over the estimated useful lives of intangible assets unless such lives are indefinite. Goodwill and intangible assets with an indefinite useful life are tested systematically for impairment at each annual balance sheet date. (h) Investments in equity securities Investments in equity securities held by the Group are stated at fair value, with any resultant gain or loss recognised directly in equity, except for impairment losses. When these investments are derecognised, the cumulative gain or loss previously recognised directly in equity is recognised in profit or loss. Such investments are recognised (derecognised) by the Group on the date it commits to purchase (sell) the investments (trade date accounting). (i) Trade and other receivables Trade and other receivables are stated at their cost less impairment losses (see accounting policy l). (j) Inventories Inventories are stated at the lower of cost and net realisable value with provision being made for obsolete and slow-moving items. In determining the cost of raw materials, consumable and goods purchased for resale, a FIFO purchase price is used. For work in progress and finished goods manufactured by the Group, cost is taken as production cost, which includes an appropriate proportion of attributable overheads. (k) Cash and cash equivalents Cash and cash equivalents comprises cash balances and call deposits with an original maturity of three months or less. Bank overdrafts that are repayable on demand and form an integral part of the Group's cash management are included as a component of cash and cash equivalents. (l) Impairment The carrying amounts of the Group's assets, other than inventories (see accounting policy j), employee benefit assets (see accounting policy o) and deferred tax assets (see accounting policy t), are reviewed at each balance sheet date to determine whether there is any indication of impairment. If any such indication exists, the asset's recoverable amount is estimated (see accounting policy l(i)). For goodwill, intangible assets that have an indefinite useful life and intangible assets that are not yet available for use, the recoverable amount is estimated at each annual balance sheet date. An impairment loss is recognised whenever the carrying amount of an asset or its cash-generating unit exceeds its recoverable amount. Impairment losses are recognised in profit or loss unless the asset is recorded at a revalued amount in which case it is treated as a revaluation decrease. continued... -13- Goodwill and indefinite-lived intangible assets were tested for impairment at 1 April 2004, the date of transition to IFRSs, even though no indication of impairment existed. (i) Calculation of recoverable amount The recoverable amount is the greater of their net selling price and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. For an asset that does not generate largely independent cash inflows, the recoverable amount is determined for the cash-generating unit to which the asset belongs. (ii) Reversals of impairment An impairment loss in respect of an investment in an equity instrument classified as available-for-sale is not reversed through profit or loss. An impairment loss in respect of goodwill is not reversed. An impairment loss on any other asset is reversed only to the extent that the asset's carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortisation, if no impairment loss had been recognised. (m) Share capital - Dividends Dividends to the company's shareholders are recognised as a liability and deducted from shareholders' equity in the period in which the shareholders' right to receive payment is established. (n) Interest-bearing borrowings Interest-bearing borrowings are recognised initially at fair value less attributable transaction costs. Subsequent to initial recognition, interest-bearing borrowings are stated at amortised cost. (o) Employee benefits (i) Defined contribution plans The Group operates Defined Contribution Pension Schemes. The assets of these schemes are held separately from those of the Group in independently administered funds. The amount charged against profits represents the contributions payable to the schemes in respect of the accounting period. (ii) Share-based payment transactions The share option programme allows Group employees to acquire shares of the Company. The fair value of options granted is recognised as an employee expense with a corresponding increase in equity. The fair value is measured at grant date and spread over the period during which the employees become unconditionally entitled to the options. The fair value of the options granted is measured using a binomial lattice model, taking into account the terms and conditions upon which the options were granted. The amount recognised as an expense is adjusted to reflect the actual number of share options that vest except where forfeiture is only due to share prices not achieving the threshold for vesting. (p) Provisions A provision is recognised in the balance sheet when the Group has a present legal or constructive obligation as a result of a past event, and it is probable that an outflow of economic benefits will be required to settle the obligation. If the effect is material, provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects current market assessments of the time value of money and, when appropriate, the risks specific to the liability. (q) Trade and other payables Trade and other payables are stated at cost. continued... -14- (r) Revenue Revenue from the sale of goods and services rendered are recognised in profit or loss when the significant risks and rewards of ownership have been transferred to the buyer. In accordance with normal operations, this will be on despatch of goods. (s) Expenses (i) Operating lease payments Payments made under operating leases are recognised in profit or loss on a straight-line basis over the term of the lease. Lease incentives received are recognised in profit or loss as an integral part of the total lease expense. (ii) Net financing costs Net financing costs comprise interest payable on borrowings calculated using the effective interest rate method, interest receivable on funds invested, dividend income, foreign exchange gains and losses, and gains and losses on hedging instruments that are recognised in profit or loss (see accounting policy e). Interest income is recognised in profit and loss as it accrues, using the effective interest method. (t) Income tax Income tax on the profit or loss for the periods presented comprises current and deferred tax. Income tax is recognised in profit or loss except to the extent that it relates to items recognised directly in equity, in which case it is recognised in equity. Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted or substantially enacted at the balance sheet date, and any adjustment to tax payable in respect of previous years. Deferred tax is provided using the balance sheet liability method, providing for temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. The following temporary differences are not provided for: goodwill not deductible for tax purposes, the initial recognition of assets or liabilities that affect neither accounting nor taxable profit, and differences relating to investments in subsidiaries to the extent that they will probably not reverse in the foreseeable future. The amount of deferred tax provided is based on the expected manner of realisation or settlement of the carrying amount of assets and liabilities, using tax rates enacted or substantively enacted at the balance sheet date. A deferred tax asset is recognised only to the extent that it is probable that future taxable profits will be available against which the asset can be utilised. Deferred tax assets are reduced to the extent that it is no longer probable that the related tax benefit will be realised. Additional income taxes that arise from the distribution of dividends are recognised at the same time as the liability to pay the related dividend. Information as to the calculation of income tax on the profit or loss for the interim periods presented is included in note 3. (u) Segment reporting A segment is a distinguishable component of the Group that is engaged either in providing products or services (business segment), or in providing products or services within a particular economic environment (geographical segment), which is subject to risks and rewards that are different from those of other segments. The Group operates in a number of geographical economic environments. These economic environments are subject to different risks and rewards and the results are shown by different geographical segments. The company only operates in one business segment being the manufacture and logistical supply of industrial fasteners and category 'C' components. continued... -15- 2. Segment reporting Segment information is presented in the condensed consolidation interim financial statements in respect of the Group's geographical segments, which are the primary basis of segment reporting. The geographical segment reporting format reflects the Group's management and internal reporting structure. Inter-segment pricing is determined on an arm's length basis. Segment results include items directly attributable to a segment as well as those that can be allocated on a reasonable basis. Business segments The Group is comprised of the following main geographical segments: Europe includes UK, Norway, Sweden, France, Hungary, Southern Ireland and Holland Asia: includes Malaysia, China, Singapore and Taiwan America: includes Los Angeles and Phoenix Segment revenue and result under primary reporting format are disclosed in the table below: Europe Asia America Group 2005 2004 2005 2004 2005 2004 2005 2004 £000 £000 £000 £000 £000 £000 £000 £000 Revenue Continuing businesses 41,551 45,275 12,778 10,736 1,438 1,726 55,767 57,737 Inter segment sales (2,374) (2,504) (2,433) (2,076) (21) (113) (4,828) (4,693) -------------------------------------------------------------------- Sales to third 39,177 42,771 10,345 8,660 1,417 1,613 50,939 53,044 parties ==================================================================== Profit/ (loss) before interest and taxation Segment profit/ (loss) 1,298 1,959 1,986 1,962 (107) (80) 3,177 3,841 Central costs (957) (905) ------------- Profit on ordinary activities before interest and taxation 2,220 2,936 =============== Europe Asia America Group 2005 2004 2005 2004 2005 2004 2005 2004 £000 £000 £000 £000 £000 £000 £000 £000 Segment net assets 26,261 24,782 13,220 8,977 2,353 2,211 41,834 35,970 Central net (liabilities) /assets - - - - - - (2,789) 96 ---------------------------------------------------------------- 26,261 24,782 13,220 8,977 2,353 2,211 39,045 36,066 ================================================================ Revenue is derived from the manufacture and logistical supply of industrial fasteners and category 'C' components. continued... -16- 3. Taxation The charge for tax is an estimate based on the anticipated effective rate of tax for the year ending 31 March 2006, adjusted for prior year items as shown below: Six months Six months ended ended 30 September 2005 30 September 2004 £'000 £'000 Current tax on income for the period UK Tax 63 115 Foreign Tax 622 737 Adjustments in respect of prior years (9) (7) ---------------------------------- 676 845 ================================== 4. Dividends The Directors have declared an interim dividend of 0.73 pence per ordinary share to be paid on 18 January 2006 to shareholders on the register on 2 December 2005. 5. Earnings per share The calculation of earnings per 5p ordinary share is based on profit for the period after taxation and the weighted average number of shares in the period of 71,891,969 (September 2004: 71,890,674; March 2005: 71,890,674). The calculation of the fully diluted earnings per 5p ordinary share is based on profit for the period after taxation. In accordance with IAS 33 the weighted average number of shares in the period has been adjusted to take account of the effects of all dilutive potential ordinary shares. The number of shares used in the calculation amount to 72,354,246 (September 2004: 72,542,379; March 2005: 72,513,275). The adjusted earnings per share for the six months ended 30 September 2005 is as follows: Six months Six months Year ended ended ended 31 March 30 September 30 September 2005 2004 2005 £'000 £'000 £'000 Profit for the period 1,340 1,967 4,384 Profit on disposal of fixed assets - - (384) Exchange loss/(gain) on 231 12 (146) loan Restructuring costs 180 - - Tax affect (123) (4) 157 ----------------------------------------------- Adjusted Profit 1,628 1,975 4,011 =============================================== Basic EPS 1.86 2.74 6.10 Diluted Basic EPS 1.85 2.71 6.05 Adjusted Diluted EPS 2.25 2.72 5.53 continued... -17- 6. Retained Earnings Six months Six months Year ended ended ended 31 March 2005 30 September 30 September £'000 2005 2004 £'000 £'000 Opening balance 29,136 26,091 26,091 Retained profit for 326 1,003 2,924 period Realisation of property - - 187 revaluation gains of previous years Exchange differences 697 56 (66) ------------------------------------------------- Closing Balance 30,159 27,150 29,136 ------------------------------------------------- Retained Earnings Analysis Retained Profit 30,530 28,098 30,204 Exchange Reserve (371) (948) (1,068) ---------------------------------------------------- 30,159 27,150 29,136 ---------------------------------------------------- 7. Reconciliation of Movements in Total Equity Six months Six months Year ended ended ended 30 September 30 September 31 March 2005 2004 2005 £'000 £'000 £'000 Profit for the financial period 1,340 1,967 4,384 Dividends (1,014) (964) (1,460) ----------------------------------------------- Retained profit for the 326 1,003 2,924 period Issue of ordinary shares - 4 5 IFRS2 Share Option Reserve Movement 79 31 108 Exchange differences 697 56 (66) ----------------------------------------------- Net addition to Total Equity 1,102 1,094 2,971 Opening Total Equity 37,943 34,972 34,972 ----------------------------------------------- Closing Total Equity 39,045 36,066 37,943 =============================================== 8. Explanation of transition to IFRSs As stated in note 1(a), these are the Group's first condensed consolidated interim financial statements for part of the period covered by the first IFRS annual consolidated financial statements prepared in accordance with IFRSs. The accounting policies in note 1 have been applied in preparing the condensed consolidated interim financial statements for the six months ended 30 September 2005, the comparative information for the six months ended 30 September 2004, for the year ended 31 March 2005 and the preparation of an opening IFRS balance sheet at 1 April 2004 (the Group's date of transition). continued... -18- In preparing its opening IFRS balance sheet, comparative information for the six months ended 30 September 2004 and financial statements for the year ended 31 March 2005, the Group has adjusted amounts reported previously in financial statements prepared in accordance with previous GAAP. An explanation of how the transition from previous GAAP to IFRSs has affected the Group's financial position, financial performance and cash flows is set out in the following tables. The significant changes identified are as follows: IFRS2 share-based payments Under UK GAAP, there was no charge to the income statement in respect of Save As You Earn schemes that were offered on similar terms to all, or substantially all, UK employees. For other share option schemes, there was a charge only in respect of the difference between the market price on the date of grant and the exercise price of the option, ie there was no charge in respect of options issued at market price. IFRS2 requires the fair value of all equity instruments granted to be charged to the income statement over the performance period of the award. This will result in a charge in respect of all share options issued and a charge in respect of the recently granted Long Term Incentive Plan ("LTIP") in September 2005. As permitted by IFRS1, Trifast has applied IFRS2 only to those equity instruments granted after 7 November 2002 that had not vested by 1 April 2005. The impact of this is to reduce profit and create associated tax credit as follows: Profit Tax Credit £'000 £'000 Six months ended September 2004 (31) 7 Year ended March 2005 (108) 12 IFRS3 Business combinations Goodwill arising on acquisitions before 1 April 1998 was written off to reserves in the year of acquisition. Under IFRS1 and IFRS3 this goodwill will now remain eliminated against reserves. Under UK GAAP, goodwill arising on acquisitions made post 1 April 1998 was capitalised and amortised, on a straight line basis, over its estimated useful economic life. Under IFRS3, positive goodwill is considered to have an indefinite life and consequently is not amortised, but instead is subject to impairment testing both annually and when there are indications that the carrying value may not be recoverable in full. As permitted by IFRS1, Trifast has applied IFRS3 prospectively from the transition date, rather than restating all previous business combinations. The impact of IFRS3 on Trifast means that the amortisation of goodwill is reversed increasing profit as follows: Profit £'000 Six months ended September 2004 335 Year ended March 2005 683 continued... -19- IAS 10 Events after the balance sheet date Under UK GAAP, dividends declared after the period end are recognised as a liability of the company at the balance sheet date. Under IAS10, dividends declared after the period end represent a non-adjusting post balance sheet event and therefore no liability is recognised at the balance sheet date. Consequently there are the following adjustments: 31 March 2004 the liability of £964k is removed in respect of the 2004 final dividend; 30 September 2004 the liability of £496k is removed in respect of the 2005 interim dividend; 31 March 2005 the liability of £1,014k is removed in respect of the 2005 final dividend. IAS 12 Income Taxes Under IAS 12 a deferred tax liability arises from the revaluation of a non-depreciable asset (IAS 16) measured on the basis of the tax consequences that would arise from recovery of the carrying amount of that asset. The following deferred tax liabilities have arisen in relation to land previously revalued upwards under UK GAAP. 1 April 2004 £'000 289 30 September 2004 289 31 March 2005 251 -20- Consolidated Balance Sheet as at 1 April 2004 Reported IFRS 2 IAS 10 IAS 12 Restated Events under UK Share after the Tax Under GAAP based balance IFRS sheet payments date £000 £000 £000 £000 £000 Current assets Inventories 18,679 18,679 Trade and other receivables 23,620 23,620 Cash and cash equivalents 3,075 3,075 ------------------------------------------------------ Total current assets 45,374 45,374 ------------------------------------------------------ Non-current assets Property, plant and 10,180 10,180 equipment Intangible assets 54 54 Goodwill 11,141 11,141 Deferred tax assets 423 4 427 ------------------------------------------------------ Total non-current 21,798 4 21,802 assets ------------------------------------------------------ Total assets 67,172 4 67,176 ====================================================== Equity Share capital 3,594 3,594 Share premium 4,594 4,594 Capital reserves 652 652 Profit & loss a/c 26,267 26,267 b'fwd Retained Profit for 188 (37) 964 (289) 826 the period IFRS 2 Share Option - 41 41 Reserve Exchange Reserve (1,002) (1,002) ------------------------------------------------------ Total equity 34,293 4 964 (289) 34,972 ------------------------------------------------------ Current liabilities Bank and other loans 1,919 1,919 Trade and other 19,003 19,003 payables Current tax payable 755 755 Dividends payable 964 (964) - ------------------------------------------------------ Total current 22,641 - (964) - 21,677 liabilities ------------------------------------------------------ Non-current liabilities Bank and other loans 9,698 9,698 Provisions for 319 319 liabilities and charges Deferred tax 221 289 510 ------------------------------------------------------ Total non-current 10,238 289 10,527 liabilities ------------------------------------------------------ Total liabilities 32,879 - (964) 289 32,204 ====================================================== Total equity and liabilities 67,172 4 67,176 ====================================================== -21- Consolidated Balance Sheet as at 30 September 2004 Reported IFRS 2 IFRS 3 IAS 10 IAS 12 Restated under UK Share Business Events Tax under after GAAP based combinations the IFRS balance payments sheet date £000 £000 £000 £000 £000 £000 Current assets Inventories 21,220 21,220 Trade and 22,456 22,456 other receivables Cash and cash 5,393 5,393 equivalents ---------------------------------------------------------------- Total current 49,069 49,069 assets ---------------------------------------------------------------- Non-current assets Property, 9,842 9,842 plant and equipment Intangible 47 47 assets Investments 128 128 in subsidiaries Goodwill 10,888 335 11,223 Deferred tax 316 11 327 assets ---------------------------------------------------------------- Total 21,221 11 335 21,567 non-current assets ---------------------------------------------------------------- Total 70,290 11 335 70,636 assets ================================================================ Equity Share 3,594 3,594 capital Share 4,598 4,598 premium Capital 652 652 reserves Profit & loss 26,455 (37) 964 (289) 27,093 a/c b'fwd Retained 1,160 (24) 335 (468) 1,003 Profit for the year IFRS 2 Share - 72 72 Option Reserve Exchange (946) (946) Reserve ---------------------------------------------------------------- Total 35,513 11 335 496 (289) 36,066 equity ---------------------------------------------------------------- Current liabilities Bank and 1,871 1,871 other loans Trade and 21,149 21,149 other payables Current tax 826 826 payable Dividends 1,459 (496) 963 payable ---------------------------------------------------------------- Total current 25,305 (496) 24,809 liabilities ---------------------------------------------------------------- Non-current liabilities Bank and 8,981 8,981 other loans Provisions 258 258 for liabilities and charges Deferred 233 289 522 tax ---------------------------------------------------------------- Total 9,472 289 9,761 non-current liabilities ---------------------------------------------------------------- Total 34,777 (496) 289 34,570 liabilities ================================================================ Total equity 70,290 11 335 70,636 and liabilities ================================================================ -22- Consolidated Balance Sheet as at 31 March 2005 Reported IFRS 2 IFRS 3 IAS 10 IAS 12 Restated under UK Share Business Events Tax under after GAAP based combinations the IFRS balance payments sheet date £000 £000 £000 £000 £000 £000 Current assets Inventories 21,573 21,573 Trade and 22,042 22,042 other receivables Cash and cash 3,622 3,622 equivalents ---------------------------------------------------------------- Total current 47,237 47,237 assets ---------------------------------------------------------------- Non-current assets Property, 8,463 8,463 plant and equipment Intangible 41 41 assets Investments 126 126 in subsidiaries Goodwill 10,374 683 11,057 Deferred tax 455 16 471 assets ---------------------------------------------------------------- Total 19,459 16 683 20,158 non-current assets ---------------------------------------------------------------- Total 66,696 16 683 67,395 assets ================================================================ Equity Share 3,595 3,595 capital Share 4,598 4,598 premium Capital 465 465 reserves Profit & loss 26,642 (37) 964 (289) 27,280 a/c b'fwd Retained 2,249 (96) 683 50 38 2,924 Profit for the year IFRS 2 Share - 149 149 Option Reserve Exchange (1,068) (1,068) Reserve ---------------------------------------------------------------- Total 36,481 16 683 1,014 (251) 37,943 equity ---------------------------------------------------------------- Current liabilities Bank and 1,815 1,815 other loans Trade and 18,642 18,642 other payables Current tax 920 920 payable Dividends 1,014 (1,014) - payable ---------------------------------------------------------------- Total current 22,391 (1,014) 21,377 liabilities ---------------------------------------------------------------- Non-current liabilities Bank and 7,413 7,413 other loans Provisions 214 214 for liabilities and charges Deferred 197 251 448 tax ---------------------------------------------------------------- Total 7,824 251 8,075 non-current liabilities ---------------------------------------------------------------- Total 30,215 (1,014) 251 29,452 liabilities ================================================================ Total equity 66,696 16 683 - 67,395 and liabilities ================================================================ -23- Consolidated Results for the Period Ended 30 September 2004 IFRS 2 IFRS 3 IAS 10 Reported Share Events Restated Under Based Business After Under UK GAAP Payments Combinations B.Sheet IFRS Date £000 £000 £000 £000 £000 Revenue 53,044 53,044 Cost of Sales (38,896) (38,896) ------------------------------------------------------- Gross Profit 14,148 - - - 14,148 Administration and (11,173) (31) (8) (11,212) Distribution Expenses Goodwill (343) 343 - ------------------------------------------------------- Operating Profit 2,632 (31) 335 - 2,936 Profit on Disposal of - - Fixed Assets ------------------------------------------------------- Operating Profit 2,632 (31) 335 - 2,936 before Financing Costs Net Interest (124) (124) ------------------------------------------------------- Profit before Income 2,508 (31) 335 - 2,812 Tax Income Tax (852) 7 (845) ------------------------------------------------------- Profit after Tax 1,656 (24) 335 - 1,967 Dividends (496) (468) (964) ------------------------------------------------------- Retained profit 1,160 (24) 335 (468) 1,003 ======================================================= Consolidated Results for the Period Ended 31 March 2005 IFRS 2 IFRS 3 IAS 10 IAS 12 Reported Share Events Restated Under Based Business After Under UK GAAP Payments Combinations B.Sheet Tax IFRS Date £000 £000 £000 £000 £000 £000 Revenue 103,823 103,823 Cost of (76,816) (76,816) Sales --------------------------------------------------------------- Gross Profit 27,007 - - - - 27,007 Administration (20,858) (108) (3) (20,969) & Distribution Expenses Goodwill (686) 686 - --------------------------------------------------------------- Operating 5,463 (108) 683 - - 6,038 Profit Profit on 384 384 Disposal of Fixed Assets --------------------------------------------------------------- Operating 5,847 (108) 683 - - 6,422 Profit before Financing Costs Net Interest (287) (287) ---------------------------------------------------------------- Profit before 5,560 (108) 683 - - 6,135 Income Tax Income Tax (1,801) 12 38 (1,751) ---------------------------------------------------------------- Profit after 3,759 (96) 683 - 38 4,384 Tax Dividends (1,510) 50 (1,460) ---------------------------------------------------------------- Retained 2,249 (96) 683 50 38 2,924 profit ================================================================ -24- Independent review report by KPMG Audit Plc to Trifast plc Introduction We have been engaged by the company to review the financial information set out on pages 5 to 23 and we have read the other information contained in the interim report and considered whether it contains any apparent misstatements or material inconsistencies with the financial information. This report is made solely to the company in accordance with the terms of our engagement to assist the company in meeting the requirements of the Listing Rules of the Financial Services Authority. Our review has been undertaken so that we might state to the company those matters we are required to state to it in this report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company for our review work, for this report, or for the conclusions we have reached. Directors' responsibilities The interim report, including the financial information contained therein, is the responsibility of and has been approved by the Directors. The Directors are responsible for preparing the interim report in accordance with the Listing Rules which require that the accounting policies and presentation applied to the interim figures should be consistent with those applied in preparing the preceding annual financial statements except where any changes, and the reasons for them, are disclosed. As disclosed in note 1 to the financial information, the next annual financial statements of the Group will be prepared in accordance with IFRSs adopted for use in the European Union. This interim report has been prepared in accordance with the requirements of IFRS 1: First-time Adoption of International Financial Reporting Standards relevant to interim reports. The accounting policies that have been adopted in preparing the financial information are consistent with those that the Directors currently intend to use in the next annual financial statements. There is, however, a possibility that the Directors may determine that some changes to these policies are necessary when preparing the full annual financial statements for the first time in accordance with those IFRSs adopted for use by the European Union. Review work performed We conducted our review in accordance with guidance contained in Bulletin 1999/ 4: Review of interim financial information issued by the Auditing Practices Board for use in the United Kingdom. A review consists principally of making enquiries of Group management and applying analytical procedures to the financial information and underlying financial data and, based thereon, assessing whether the accounting policies and presentation have been consistently applied unless otherwise disclosed. A review is substantially less in scope than an audit performed in accordance with Auditing Standards and therefore provides a lower level of assurance than an audit. Accordingly, we do not express an audit opinion on the financial information. Review conclusion On the basis of our review we are not aware of any material modifications that should be made to the financial information as presented for the six months ended 30 September 2005. KPMG Audit Plc Chartered Accountants Crawley 23 November 2005 This information is provided by RNS The company news service from the London Stock Exchange

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