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