6m results to 31 March 2006

Titon Holdings PLC 11 May 2006 Titon Holdings Plc 2006 Interim Statement for the six months ended 31 March 2006 Chairman's Statement FINANCIAL PERFORMANCE Profit before taxation for the six months to 31 March 2006 was 24.9% lower than the same period last year at Â£420,000 (2005: Â£559,000) on turnover 3.5% higher at Â£8,195,000 (2005: Â£7,917,000). Basic earnings per share were 22.9% lower at 2.86p (2005: 3.71p) and the Directors have declared an unchanged interim dividend of 2.3p (2005: 2.3p). Capital expenditure during the six months was high at Â£1,142,000. Of this amount Â£416,000 relates to investment in our Plastic Injection Moulding Plant and Â£247,000 is in respect of tooling for new products. These are the first results published under International Financial Reporting Standards (IFRS). The previously published results for 2005, prepared under UK Generally Accepted Accounting Principles (UK GAAP), have been restated and all comparative figures are in accordance with IFRS. The adjustments to the results for 2005 are shown in the notes to the 2006 Interim Statement. TRADING COMMENTARY Sales of Titon manufactured products continue to be affected by tough UK market competition. The 3.5% sales growth experienced during the period relates to products that were bought in for resale; with our own product sales falling slightly. Two of the areas of our business in which we have recently invested in direct sales staff, namely 'Ventilation Systems' and 'Aluminium Fittings', are predominantly selling bought in products. These sectors of operation continue to grow steadily, whilst our traditional markets remain challenging. This is due to a combination of increased competition and reduced customer demand, as evidenced in many other markets in the UK. Our export sales are 33% ahead of last year, which is most encouraging. I reported in my end of year statement that the Draft of the new Building Regulations (England & Wales) for Ventilation had been published giving us some direction for the future. Subsequently, the final document was issued in April, which included some significant changes in content and timings from the Draft document. As a result of the very short timescale between publication and proposed implementation, the requirement to fit trickle ventilators in replacement windows has been deferred until October 2006 delaying any expected benefits. I have, over recent years, consistently reported significant capital investment in production processes to drive down the cost of manufacturing and this has been maintained during the past 6 months. Despite this, the increases in cost of basic raw materials, and other associated production and distribution costs have continued to impact on our margins. PROSPECTS General conditions within the UK window and door market remain difficult and delayed implementation of the new Building Regulations means they are unlikely to offer much short term improvement. In the longer term, however, we are confident it will provide us with opportunities for growth - particularly as we consolidate our ability to provide total ventilation systems to the industry. Significantly, we are shortly to launch a new improved version of the Trimvent Select Ventilator range designed specifically for the new regulations. The products, which are to be marketed under the brand name 'Trimvent Select Xtra', give an improved level of airflow over the current products and will enable easier compliance for both developers and window fabricators. Unfortunately, given the factors noted above, and particularly the delays in Regulation implementation, I expect that second half earnings will be broadly similar to the first half. J N Anderson Chairman 10 May 2006 Titon Holdings Plc Consolidated Interim Income Statement for the six months ended 31 March 2006 Six Months Six Months Year to to 31.3.06 to 31.3.05 30.9.05 Note Â£'000 Â£'000 Â£'000 Revenue 2 8,195 7,917 16,436 Operating profit 354 482 1,028 Interest income 66 77 151 -------- -------- -------- Profit before taxation 420 5599 1,179 Taxation expense 3 (118) (168) (328) -------- -------- -------- Profit for the period attributable to the members of Titon Holdings Plc 7 302 391 851 -------- -------- -------- Earnings per share - basic 6 2.86p 3.71p 8.08p - diluted 6 2.85p 3.70p 8.06p Consolidated Statement of Recognised Income & Expense for the six months ended 31 March 2006 Six Months Six Months Year to to 31.3.06 to 31.3.05 30.9.05 Note Â£'000 Â£'000 Â£'000 Profit for the period attributable to the members of Titon Holdings Plc 5 302 391 851 Exchange difference on re-translation of net assets of subsidiary undertakings 9 12 - (3) -------- -------- -------- Total recognised income & expense relating to the period 314 391 848 -------- -------- -------- Titon Holdings Plc Consolidated Interim Balance Sheet at 31 March 2006 31.3.06 31.3.05 30.9.05 Note Â£'000 Â£'000 Â£'000 Assets Intangible assets 57 8 6 Property, plant and equipment 4,984 4,134 4,242 -------- -------- -------- Total non-current assets 5,041 4,142 4,248 Stocks 2,863 2,563 2,511 Trade and other receivables 3,828 3,468 3,695 Cash at bank and in hand 2,473 3,154 3,380 -------- -------- -------- Total current assets 9,164 9,185 9,586 -------- -------- -------- Total Assets 14,205 13,327 13,834 -------- -------- -------- Liabilities Deferred tax liability 104 95 104 -------- -------- -------- Total non-current liabilities 104 95 104 Trade and other payables 2,850 2,113 2,406 Bank overdraft 81 - 21 Corporation tax liabilities 166 182 144 Employee benefits 33 15 21 -------- -------- -------- Total current liabilities 3,130 2,310 2,592 -------- -------- -------- Total Liabilities 3,234 2,405 2,696 -------- -------- -------- Equity Called up share capital 1,055 1,053 1,053 Share premium 863 841 841 Capital redemption reserve 56 56 56 Translation reserve 9 - (3) Share schemes reserve 4 2 - 1 Retained earnings 8,986 8,972 9,190 -------- -------- -------- Total Equity 5 10,971 10,922 11,138 -------- -------- -------- -------- -------- -------- Total Liabilities and Equity 14,205 13,327 13,834 -------- -------- -------- Titon Holdings Plc Consolidated Interim Statement of Cash Flows for the six months ended 31 March 2006 Six Months Six Months Year to to 31.3.06 to 31.3.05 30.9.05 Note Â£'000 Â£'000 Â£'000 Cash flows from operating activities Profit before tax 420 559 1,179 Adjustments for: Depreciation 335 297 599 Interest income (66) (77) (151) Share based payment expense 1 - 1 Increase in trade and other (130) (267) (494) receivables (Increase) / decrease in stocks (343) 17 69 Increase/ (decrease) in trade and other payables 456 (28) 270 Profit on sale of plant & equipment (10) (2) (19) -------- -------- -------- Cash generated from operations 663 499 1,454 -------- -------- -------- Interest income 66 77 151 Corporation taxes paid (96) (82) (271) -------- -------- -------- Net cash generated from operating activities 633 494 1,334 -------- -------- -------- Cash used in investing activities Purchase of plant & equipment and intangible assets 8 (1,142) (151) (569) Proceeds from sale of plant & 24 5 30 equipment -------- -------- -------- Net cash used in investing activities (1,118) (146) (539) -------- -------- -------- Cash flows used in financing activities Dividends paid 6 (506) (505) (747) Shares issued under the Company's 24 - - share option scheme -------- -------- -------- Net cash used in financing activities (482) (505) (747) -------- -------- -------- Net (decrease) / increase in cash & cash equivalents (967) (157) 48 Cash & cash equivalents at beginning of period 3,359 3,311 3,311 -------- -------- -------- Cash & cash equivalents at end of period 2,392 3,154 3,359 -------- -------- -------- Cash & cash equivalents comprise: Cash at bank 2,473 3,154 3,380 Bank overdraft (81) - (21) -------- -------- -------- Cash & cash equivalents at end of period 2,392 3,154 3,359 -------- -------- -------- Titon Holdings Plc 1 Significant accounting policies The consolidated interim financial statements of the Group for the six months ended 31 March 2006 incorporates Titon Holdings Plc ("the Company") and its subsidiaries (together referred to as "the Group"). The consolidated interim financial statements were authorised for release on 10 May 2006. (a) Basis of preparation Prior to 2005, the Group prepared its audited annual financial statements and unaudited interim results under UK Generally Accepted Accounting Principles (UK GAAP). From 1 October 2005, the Group is required under European Union regulation 1606/2002 to prepare its Group consolidated annual financial statements in accordance with International Financial Reporting Standards (IFRS) as endorsed by the European Union and implemented in the UK. These consolidated interim financial statements have been prepared on the basis of IFRS that are effective or available for early adoption at the Group's first IFRS annual reporting date, 30 September 2006. Based on IFRS, 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 30 September 2006. These are the Group's first IFRS consolidated interim financial statements for part of the period covered by the first IFRS annual financial statements. IFRS 1 First-time Adoption of International Financial Reporting Standards has been applied that includes allowable exemptions. The consolidated interim financial statements do not include all of the information required for full annual financial statements and do not comply with all the disclosures in IAS 34 Interim Financial Reporting and are, therefore, not in full compliance with IFRS. An explanation of how the transition to IFRS has affected the reported financial position and financial performance of the Group is provided in notes 7, 9 and 10. The restated figures are based on current interpretations of IFRS which may be subject to change as industry practice develops. This statement includes reconciliations of equity and the income statement for comparative periods reported under UK GAAP (previous GAAP) to those reported for those periods under IFRS. No adjustments have been made for any changes in estimates made at the time of approval of the UK GAAP financial statements for the year ended 30 September 2005 or the interim statement for the period ended 31 March 2005 on which the IFRS financial information is based, as required by IFRS 1. The financial statements are presented in pounds sterling, rounded to the nearest thousand. The IFRS that will be effective or available for voluntary early adoption in the financial statements for the period ended 30 September 2006 are still subject to change and to the issue of additional interpretation(s) and therefore cannot be determined with 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 30 September 2006. The preparation of the consolidated interim financial statements in accordance with IFRS resulted in changes to the accounting polices compared with the most recent annual financial statements prepared under UK GAAP. The accounting policies set out below have been applied consistently to all periods presented in these consolidated interim financial statements. They have also been applied in preparing an opening IFRS balance sheet at 1 October 2004 for the purposes of transition to IFRS, as required by IFRS 1. The impact of the transition from UK GAAP to IFRS is explained in notes 7, 9 and 10. The Group results for the year ended 30 September 2005 and the balance sheet as at that date are abridged (after adjustment for IFRS conversion) from the Company's Annual Report and Financial Statements 2005 which have been delivered to the Registrar of Companies. The auditors' report on those Financial Statements was unqualified and did not contain a statement under Section 237(2) or (3) of the Companies Act 1985. These abridged results as restated for IFRS conversion, along with the results for the six month periods ended 31 March 2005 and 31 March 2006, and the balance sheets at those dates, have not been audited. The interim statement does not constitute full accounts within the meaning of Section 240 of the Companies Act 1985. This statement is being sent to shareholders and will be available from the Company's registered office at International House, Peartree Road, Stanway, Colchester, Essex CO3 0JL. (b) Basis of consolidation 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. The Group's consolidated interim financial statements incorporate the financial statements of the Company together with those of subsidiaries. Intragroup balances, and any unrealised gains and losses or income and expenses arising from intragroup transactions, are eliminated in preparing the interim financial statements. (c) Foreign currency i Foreign currency transactions Foreign currency transactions are translated at the rates ruling on the transaction date or at the contracted rate if the transactions have been entered into at a fixed rate. Foreign currency monetary assets and liabilities are retranslated at the rates ruling at the balance sheet date, or if applicable at the contracted rate. Any differences on exchange are taken to the income statement. All sales from the Group's UK business are invoiced in sterling. Purchases made by the UK business from one overseas supplier are invoiced to the Group in the local currency of that supplier. Any currency risk is mitigated by the Group fixing an exchange rate with that supplier on a quarterly basis. ii Financial statements of foreign operations The financial statements of overseas subsidiaries are translated into sterling at the rates of exchange ruling at the balance sheet date. The exchange difference arising on the retranslation of opening net assets is taken directly to the translation reserve. The revenues and expenses of foreign operations are translated to pounds sterling at rates approximating to the foreign exchange rates ruling at the dates of the transactions. iii Net investment in foreign operations Exchange differences arising from the translation of the net investment in foreign operations are taken to the translation reserve. They are recycled and taken to the income statement upon disposal of the operation. The Company has elected, in accordance with IFRS 1, that in respect of all foreign operations, any differences that have arisen before 1 October 2004 have been set to zero. (d) 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 (i)). ii 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 incurred. iii Depreciation Depreciation is provided to write off the cost, less estimated residual values, of all fixed assets, except freehold land, over their expected useful lives. It is calculated, on a straight line basis, at the following annual rates: Freehold buildings - 2% Improvements to leasehold property - 20% Plant and equipment - 10% to 33% Motor vehicles - 25% The carrying values of tangible fixed assets are reviewed for impairment when events or changes in circumstances indicate the carrying value may not be recoverable. (e) Intangible assets i Goodwill Prior to the adoption of FRS 10 all goodwill was set off against reserves as a matter of accounting policy. If a subsidiary is subsequently sold, any goodwill arising on acquisition that was written off directly to reserves is taken into account in determining the profit or loss on sale. The accounting treatment of business combinations that occurred prior to 1 October 2004 has not been restated in preparing the Group's opening IFRS balance sheet at 1 October 2004. 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 (i)). 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 the income statement on a straight-line basis over the estimated useful lives of intangible assets from the date that they are available for use. (f) Stocks Stocks are stated at the lower of cost and net realisable value. Cost is calculated as follows: Raw materials - cost of purchase on first in, first out basis. Work in progress and finished goods - cost of raw materials and labour, together with attributable overheads based on the normal level of activity. Net realisable value is based on estimated selling price less further costs to completion and disposal. A charge is made to the income statement for the change in value of slow moving finished goods stocks. This provision is reviewed at each balance sheet date. (g) Trade and other receivables Trade and other receivables are stated at their cost less the estimated impairment (see accounting policy (i)). (h) Cash and cash equivalents Cash at bank comprises cash balances and treasury deposits. The Group has no long term borrowings and any available cash surpluses are placed on deposit. (i) Impairment The carrying amount of the Group's assets, other than deferred tax assets are reviewed at each balance sheet date to determine whether there is any indication of impairment. If any such indication exists, the assets recoverable amount is estimated. Other intangible assets were tested for impairment at 1 October 2004, the date of transition to IFRS, and at 30 September 2005 and 31 March 2006. i Reversals of impairment In respect of other assets, an impairment loss is reversed if there has been a change in the estimates used to determine the recoverable amount. An impairment loss is reversed only to the extent that the assets 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. (j) Employee benefits i Pension costs The Group operates a defined contribution pension scheme. The assets of the scheme are held separately from those of the Group in independently administered funds. Contributions to the pension scheme are charged to the income statement in the year in which they become payable. ii Share-based payment transactions The Company provides share option schemes for Directors and for other members of staff. The fair value of the employee services received in exchange for the grant of options is recognised as an expense to the income statement. Fair value has been determined by using IFRS accepted valuation methodologies (see note 4). The amount expensed to the income statement over the vesting period is determined by reference to the fair value of the options, excluding the impact of any non-market vesting conditions. Non-market vesting conditions are included in assumptions about the number of options that are expected to vest. At each balance sheet date the Group revises its estimates of the number of options awards that are expected to vest. The impact of the revision of original estimates, if any, is recognised in the income statement, with a corresponding adjustment to equity, over the remaining vesting period. No adjustment is made for failure to achieve market vesting conditions. iii Accrued holiday pay Provision is made at each balance sheet date for holidays accrued but not taken at the salary of the relevant employee at that date. (k) 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. (l) Trade and other payables Trade and other payables are stated at cost. (m) Research and development expenditure Expenditure on research is charged to the income statement in the period in which it is incurred. Development costs are capitalised where they meet the criteria set out in IAS 38 - Intangible Assets. (n) Turnover Turnover (revenue) represents the value of goods despatched to outside customers at invoiced amounts, less value added tax, net of customer settlement discounts. (o) Interest income Interest income comprises interest receivable on funds invested net of interest payable on bank overdrafts. (p) Corporation and deferred tax Tax on the profit or loss for the periods presented comprises current and deferred tax. i Corporation tax 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. ii Deferred taxation 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 the 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 asset 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. (q) Leased assets Operating leases represent leasing agreements that do not give rights approximating to ownership. Annual rentals are charged to the income statement on a straight-line basis over the lease term. Titon Holdings Plc 2 Segment reporting Segment information is presented in the interim financial statements in respect of the Group's geographic segments, which reflect management and internal reporting structures and also the Group's operating segments. The Group's business is comprised of the following reportable geographic segments: United Kingdom Rest of the World 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. Geographic segments United Kingdom Six Months Six Months Year to to 31.3.06 to 31.3.05 30.9.05 Â£'000 Â£'000 Â£'000 Revenue 7,180 7,162 14,592 Segment 1,079 1,329 2,601 result Rest of the World Six Months Six Months Year to to 31.3.06 to 31.3.05 30.9.05 Â£'000 Â£'000 Â£'000 Revenue 1,015 755 1,844 Segment 98 29 145 result Consolidated Six Months Six Months Year to to 31.3.06 to 31.3.05 30.9.05 Â£'000 Â£'000 Â£'000 Revenue 8,195 7,917 16,436 Segment result 1,177 1,358 2,746 Unallocated expenses (823) (876) (1,718) ------- -------- ------- Operating profit 354 482 1,028 Interest income 66 77 151 ------- -------- ------- 420 559 1,179 (118) (168) (328) ------- -------- ------- Profit for the period attributable to the members of Titon Holdings Plc 302 391 851 ------- -------- ------- Titon Holdings Plc 3 Corporation Taxes Six Months Six Months Year to to 31.3.06 to 31.3.05 30.9.05 Â£'000 Â£'000 Â£'000 Current tax UK corporation tax 108 168 313 Adjustment in respect of prior years - - (28) -------- -------- ------- Total UK corporation tax 108 168 285 Foreign tax 10 - 34 Deferred tax expense - - 9 -------- -------- ------- Taxation expense 118 168 328 -------- -------- ------- Tax for the interim period is charged at 28.0% (Six months to 31 March 2005: 30.0%) representing the best estimate of the average annual effective income tax rate for the full financial year. Titon Holdings Plc 4 Employee benefits Employee benefits include: Fair value of share option awards In accordance with IFRS 2, the fair value of outstanding equity settled share based option awards to employees, which have been granted after 7 November 2002, but not vested as at 1 January 2005, are recognised as an expense to the income statement. The Black Scholes option pricing model has been used for calculating the fair value of the Company's share options. The Directors believe that this model is the most suitable for calculating the fair value of the equity based share options offered to employees under the Company's share schemes. The calculated fair values of the share option awards are adjusted to reflect actual and expected vesting levels. The amount charged to the income statement in respect of share based payments is as follows: Six Months Six Months Year to to 31.3.06 to 31.3.05 30.9.05 Â£'000 Â£'000 Â£'000 Share based payment expense 1 - 1 -------- -------- -------- Two issues of share options have been granted since 7 November 2002 and are recognised for valuation under IFRS 2. Share options granted Date Granted 21.05.2004 18.05.2005 Number of Shares 36,150 26,300 Subscription price (exercise price per share - pence) 91.0p 99.0p Exercisable from 21.05.2007 18.05.2008 Exercisable until 21.05.2014 18.05.2015 Expected dividend yield (%) 6.50 6.50 Risk free rate of return (%) 5.10 4.75 Share price volatility (%) 29.0 29.0 Fair value per share (pence) 15.3p 15.5p Assumptions used in the option pricing model. a) The vesting period for a share option is expected to be 6 years from the date of grant of the share option. b) Each issue of share option awards is re-assessed, at each balance sheet date, to calculate the total fair value of share options. The fair value of share options is charged to the income statement over the 6 year expected vesting period. c) Share price volatility is calculated by looking back six years from the date of grant for each share option, as it is expected that the historic volatility in the share price is the best measure of likely movement in the share price in the future and therefore during the expected average vesting period of six years from the date of grant, until the date of exercise. d) Volatility has been calculated using the historic weekly movement, rather than daily movement, in the Company's share price as this is, in the opinion of the Directors, the most reasonable measure of the share price. e) Dividend yields are expected to be similar to those in recent years. f) A risk free rate of return has been used based on the Bank of England zero coupon rates. Titon Holdings Plc 5 Equity Called up Share Capital Trans- Share Retained Total share premium redemp- lation scheme earnings Equity capital reserve reserve reserve Â£'000 Â£'000 Â£'000 Â£'000 Â£'000 Â£'000 Â£'000 At 1 October 2004 1,053 841 56 - - 9,086 11,036 Profit for the period - - - - - 391 391 Dividends paid - - - - - (505) (505) --------------- -------- ------- ------ ------ ------ ------ ------- At 31 March 2005 1,053 841 56 - - 8,972 10,922 Share-based payment expense - - - - 1 - 1 Translation differences on overseas operations - - - (3) - - (3) Profit for period - - - - - 460 460 Dividends paid - - - - - (242) (242) --------------- ------- ------ ------ ------ ------ ----- ------ At 30 September 2005 1,053 841 56 (3) 1 9,190 11,138 Share options exercised 2 22 - - - - 24 Share-based payment expense - - - - 1 - 1 Translation differences on overseas operations - - - 12 - - 12 Profit for period - - - - - 302 302 Dividends paid - - - - - (506) (506) --------------- ------- ------ ------ ------ ------ ------ ------ At 31 March 2006 1,055 863 56 9 2 8,986 10,971 --------------- ------- ------ ------ ------ ------ ------ ------- Titon Holdings Plc 6 Dividends and earnings per share Dividends An interim dividend in respect of the six months ended 31 March 2006 of 2.3p per share, amounting to a total dividend of Â£243,000, was approved by the Directors of Titon Holdings Plc on 10 May 2006. These consolidated interim statements do not reflect the dividend payable. The interim dividend will be payable on 3 July 2006 to the shareholders on the register on 9 June 2006. The ex dividend date is 7 June 2006. The following dividends have been recognised and paid by the Company: Six Six Months Six Months Year to to 31.3.06 to 31.3.05 30.9.05 Date Pence paid per share Â£'000 Â£'000 Â£'000 Final 18.2.05 4.8 - 505 505 Interim 01.7.05 2.3 - - 242 Final 24.2.06 4.8 506 - - -------- -------- ------- 506 505 747 -------- -------- ------- Dividends and earnings per share (continued) Earnings per share Basic earnings per share has been calculated by dividing the Profit attributable to shareholders by the weighted average number of ordinary shares in issue during the period, being 10,552,500 (Six months ended 31 March 2005: 10,528,800; Year ended 30 September 2005: 10,528,800). Diluted earnings per share has been calculated by dividing the Profit attributable to shareholders by the weighted average number of ordinary shares and potential dilutive ordinary shares during the period, being 10,586,129 (Six months ended 31 March 2005: 10,574,796; Year ended 30 September 2005: 10,576,852). All dilutive ordinary shares relate to share options. Titon Holdings Plc 7 Reconciliation of Profit Six Months Year to to 31.3.05 30.9.05 Six Note UK GAAP Effect of IFRS UK GAAP Effect of IFRS Transition Transition to IFRS to IFRS Â£'000 Â£'000 Â£'000 Â£'000 Â£'000 Â£'000 Revenue 7,917 - 7,917 16,436 - 16,436 Operating profit (a) 482 - 482 1,029 (1) 1,028 Interest income 77 - 77 151 - 151 ------- ------- ------- ------- ------- ------- Profit before 559 - - 559 1,180 (1) 1,179 taxation Taxation expense (168) - (168) (328) - (328) ------- ------- ------- ------- ------- ------- Profit for the period attributable to the members 391 - 391 852 (1) 851 of Titon ------- ------- ------- ------- ------- ------- Holdings Plc (a) Share based payments The effect of accounting for equity settled share based payment transactions at fair values is to reduce operating profit by Â£1,000 for the year ended 30 September 2005. 8 Property, plant and equipment Acquisition and disposals During the six months ended 31 March 2006, the Group acquired assets with a cost of Â£1,142,000 (six months to 31 March 2005: Â£151,000; Year ended 30 September 2005: Â£569,000). Assets with a net book value of Â£11,000 were disposed of during the six months ended 31 March 2006 (six months ended 31 March 2005: Â£3,000; Year ended 30 September 2005: Â£13,000). Titon Holdings Plc 9 Reconciliation of Equity At 1.10.04 UK GAAP Effect of IFRS Note Transition To IFRS Â£'000 Â£'000 Â£'000 Assets Intangible assets (a) - 11 11 Property, plant and (a) 4,291 (11) 4280 equipment -------- -------- -------- Total non-current assets 4,291 - 4,291 Stocks 2,580 - 2,580 Trade and other receivables 3,201 - 3,201 Cash at bank and in hand 4,017 - 4,017 -------- -------- -------- Total current assets 9,798 - 9,798 -------- -------- -------- Total Assets 14,089 - 14,089 -------- -------- -------- Liabilities Deferred taxation liability 95 - 95 -------- -------- -------- Total non-current liabilities 95 - 95 Trade and other payables (d) 2,660 (505) 2,155 Bank overdraft 706 - 706 Corporation tax liability 97 - 97 Employee benefits - - - -------- -------- -------- Total current liabilities 3,463 (505) 2,958 -------- -------- -------- Total Liabilities 3,558 (505) 3,053 -------- -------- -------- Equity Called up share capital 1,053 - 1,053 Share premium 841 - 841 Capital redemption reserve 56 - 56 Translation reserve - - - Share schemes reserve ( c) - - - Retained earnings 8,581 505 9,086 -------- -------- -------- Total Equity 10,531 505 11,036 -------- -------- -------- -------- -------- -------- Total Liabilities and Equity 14,089 - 14,089 -------- -------- -------- At 31.3.05 UK GAAP Effect of IFRS Note Transition To IFRS Â£'000 Â£'000 Â£'000 Assets Intangible assets (a) - 8 8 Property, plant and (a) 4,142 (8) 4,134 equipment ------- -------- -------- Total non-current assets 4,142 - 4,142 Stocks 2,563 - 2,563 Trade and other receivables 3,468 - 3,468 Cash at bank and in hand 3,154 - 3,154 ------- -------- -------- Total current assets 9,185 - 9,185 ------- -------- -------- Total Assets 13,327 - 13,327 ------- -------- -------- Liabilities Deferred taxation liability 95 - 95 ------- -------- -------- Total non-current liabilities 95 - 95 Trade and other payables (d) 2,355 (242) 2,113 Bank overdraft - - - Corporation tax liability 182 - 182 Employee benefits 15 - 15 ------- -------- -------- Total current liabilities 2,552 (242) 2,310 ------- -------- -------- Total Liabilities 2,647 (242) 2,405 ------- -------- -------- Equity Called up share capital 1,053 - 1,053 Share premium 841 - 841 Capital redemption reserve 56 - 56 Translation reserve - - - Share schemes reserve (c) - - - Retained earnings 8,730 242 8,972 ------- -------- -------- Total Equity 10,680 242 10,922 ------- -------- -------- ------- -------- -------- Total Liabilities and Equity 13,327 - 13,327 ------- -------- -------- At 30.9.05 UK GAAP Effect of IFRS Note Transition To IFRS Â£'000 Â£'000 Â£'000 Assets Intangible assets (a) - 6 6 Property, plant and (a) 4,248 (6) 4,242 equipment ------- -------- -------- Total non-current assets 4,248 - 4,248 Stocks 2,511 - 2,511 Trade and other receivables 3,695 - 3,695 Cash at bank and in hand 3,380 - 3,380 ------- -------- -------- Total current assets 9,586 - 9,586 ------- -------- -------- Total Assets 13,834 - 13,834 ------- -------- -------- Liabilities Deferred taxation liability 104 - 104 ------- -------- -------- Total non-current liabilities 104 104 Trade and other payables (d) 2,911 (505) 2,406 Bank overdraft 21 - 21 Corporation tax liability 144 - 144 Employee benefits 21 - 21 ------- -------- -------- Total current liabilities 3,097 (505) 2,592 ------- -------- -------- Total Liabilities 3,201 (505) 2,696 ------- -------- -------- Equity Called up share capital 1,053 - 1,053 Share premium 841 - 841 Capital redemption reserve 56 - 56 Translation reserve (b) - (3) (3) Share schemes reserve ( c) 1 1 Retained earnings 8,683 507 9,190 ------- -------- -------- Total Equity 10,633 505 11,138 ------- -------- -------- ------- -------- -------- Total Liabilities and Equity 13,834 - 13,834 ------- -------- -------- Reconciliation of Equity (continued) Notes to the reconciliation of Equity (a) Intangible assets Computer software previously included within Property Plant and Equipment under UK GAAP is reclassified under IFRS as intangible assets. On transition to IFRS at 1 October 2004 assets with a net book value of Â£11,000 have been reclassified as intangible assets. (b) Foreign exchange translation of overseas operations The effect at 30 September 2005 is to increase retained earnings and decrease the translation reserve by Â£3,000. (c) Share based payments The effect of IFRS accounting for equity settled share based payment transactions at fair values is to recognise a cost of Â£1,000 for share option awards for the period ended 30 September 2005. Accordingly, the share scheme reserve at 30 September 2005 is increased by Â£1,000 and retained earnings are decreased by Â£1,000. (d) Dividends Under UK GAAP dividends were provided for when proposed even if this was after the balance sheet date. Under IAS 10 Events after the Balance Sheet Date this is not allowed. Accordingly, Trade and other payables at: â€¢ 30 September 2004 have been reduced by Â£505,000, for the proposed final dividend for the period ending 30 September 2004. The dividend was paid from reserves in the period ended 31 March 2005. â€¢ 31 March 2005 have been reduced by Â£242,000, for the proposed interim dividend for the period ending 31 March 2005. The dividend was paid from reserves in the period ended 30 September 2005. â€¢ 30 September 2005 have been reduced by Â£505,000, for the proposed final dividend for the period ending 30 September 2005. The dividend was paid from reserves in the period ended 31 March 2006. Titon Holdings Plc 10 Explanation of transition to IFRS As stated in note 1(a) these are the Group's first consolidated interim financial statements for part of the period covered by the first IFRS annual consolidated financial statements prepared in accordance with IFRS. The accounting policies in note 1 have been applied in preparing the consolidated interim financial statements for the six months ended 31 March 2006, the comparative information for the six months ended 31 March 2005, the financial statements for the year ended 30 September 2005 and the preparation of an opening IFRS balance sheet at 1 October 2004 (the Group's date of transition). In preparing the opening balance sheet, comparative information for the six months ended 31 March 2005 and financial statements for the year ended 30 September 2005, the Group has adjusted amounts previously reported in financial statements prepared in accordance with UK GAAP. IFRS 1 - First-time Adoption of International Financial Reporting Standards permits or requires certain exemptions from the general principle of retrospective application. Where permitted, the Group has utilised exemptions when retrospective application would result in little or no added usefulness in terms of the information presented and where retrospective application would require the use of hindsight, which is specifically precluded by IFRS 1. The following summarises the Group's application of the IFRS 1 exemptions: Cumulative translation differences IAS 21 - The Effects of Changes in Foreign Exchange Rates requires the classification of translation differences arising in connection with foreign operations to be classified as a separate component of equity. IFRS 1 exempts a first-time adopter from the retrospective application of IAS 21. The Group has applied this exemption, with the effect that cumulative translation differences for all foreign operations as at the date of transition are deemed to be nil. Share based payments The Group has applied IFRS 2 Share-based Payments to share option awards granted after 7 November 2002 not accounted for under UK GAAP. There is no material effect of accounting for equity settled share based payment transactions at fair values to retained earnings at 1 October 2004. This information is provided by RNS The company news service from the London Stock Exchange

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