AFC Energy Regulatory News (AFC)

22 Mar 2005 07:01

Oystertec PLC22 March 2005 For Immediate Release Tuesday 22nd March 2005 Oystertec Plc Preliminary unaudited results for the year ending 31st December 2004 Oystertec Plc, the advanced fluid connections and Intellectual Property group,announces unaudited preliminary results for the twelve months ended 31stDecember 2004. 2004 2003• Turnover, excluding joint ventures up 5.2% £105.9m £100.7m • Results before exceptional items and goodwill: Operating profit up 34% £7.8m £5.8m Retained profit £6.0m £4.2m EPS basic up 43% 2.38p 1.66p • Results after exceptional items and goodwill: Operating profit £1.8m £4.2m Retained profit £4.9m £3.1m EPS basic 1.94p 1.24p • Shareholders' funds up 32% £31.9m £24.2m • Further improvement in underlying gross margins • Significant increase in low-cost manufacturing facilities in Poland • Continued progress in licensing division • All Intellectual Property litigation now resolved Commenting on the results, Angus Monro, Chairman said: "As these results demonstrate, the group has not only successfully turned aroundits operating businesses to improve profitability, but has also delivered growthin sales. We are close to completing our major restructuring and cost cutting measures andexpect further benefits to be felt from the second half of the current financialyear in particular from our now established Polish manufacturing facilities forplumbing and hydraulics. We remain confident that our technology-led product strategy, coupled with alow-cost manufacturing base, will enable the group to drive shareholder valueover coming years." For further information please contact: Andrew Evans Chief Executive, Oystertec Tel 0113 368 7550Adrian Binney Financial Director, Oystertec Bobby Morse Buchanan Communications Tel 0207 466 5000Eleanor Williamson YEAR IN BRIEF Before exceptional Exceptional items and items and goodwill goodwill Total 2004 2003 2004 2003 2004 2003 £m £m £m £m £m £mGroup turnover (excluding JV) 105.9 100.7 105.9 100.7Divisional operating profit (inc JV),less corporate costs 7.8 5.8 7.8 5.8Goodwill amortisation 0.9 2.5 0.9 2.5Exceptional charges (net of credits) (6.9) (4.1) (6.9) (4.1)Total group operating profit 1.8 4.2Profit on sale of fixed assets - 0.1 - 0.1Interest - net payable (1.0) (0.8) (1.0) (0.8)Interest - FRS17 (0.5) (0.8) (0.5) (0.8)Profit before tax 6.3 4.2 0.3 2.7Taxation (0.3) - 4.9 0.4 4.6 0.4Retained Profits 6.0 4.2 4.9 3.1EPS - basic 2.38 1.66 1.94 1.24 CHAIRMAN'S STATEMENT Much was achieved during 2004 and I am pleased to report results that are inline with market expectations. Having successfully turned around our operatingbusinesses to improve profitability, we have also increased turnover (excludingour share of joint venture turnover) by 5.2%. These results reflect our strategy of delivering profit improvements through: • Aggressive reductions in manufacturing and fixed costs;• Focussing on new technologies with good margins;• Extending the market reach to new geographical and market segments; and• Investing for longer term license income generation. As we reported in November 2004, we satisfactorily concluded the widely reportedlitigation over the ownership of the Company's Intellectual Property, whichresulted in the retention of all of our patents. We are delighted that this wasresolved in this way, which brought to an end a significant distraction tosenior management. Financial overview Group operating profit before exceptional items and goodwill was £7.8m (2003:£5.8m). • Underlying gross margins before amortisation of goodwill increasedduring the year, despite the effects of increases in raw material costs. • Net exceptional operating charges were £6.9m (2003: £4.1m), principallybeing the cost of restructuring manufacturing and warehouse operations at IBPand Europower. Included in these charges was £3.0m that was committed to at 31December 2004, but which will be paid in 2005. The exceptional charge is statednet of a credit of £1.1m (2003: £1.4m) relating to one of the pension schemes. • Net tax credit of £4.6m in the year (2003: credit of £0.4m) comprising: • Taxation charge on the results for the year of £0.3m (2003: £nil), and • Exceptional deferred tax credits in respect of pension schemes andlosses carried forward. • The group has available tax losses estimated at over £10m in the UK,£12m in Germany and £5m elsewhere. Currently a deferred tax asset has beenprovided only in respect of approximately £8m of the German losses. • The retained profit for the year was £4.9m (2003: £3.1m). This togetherwith net credits going direct to the Statement of Total Recognised Gains andLosses and the issue of 3.4 million new shares improved Shareholders' funds by£7.7m to £31.9m. Cash and debt • Net bank debt increased during the year from £9.4m to £21.6m. Thegearing ratio was 67.7% (2003: 39%) and interest cover (calculated on netexternal interest payable on profits before exceptional items, goodwill andFRS17 financing items) was 7.8 times (2003: 7.3 times). • The key drivers to the increase in debt during the year were asfollows: • Increase in stocks by £6.2m driven by factory relocation projects, newcontracts, availability improvements and raw material price inflation; • Investment in fixed assets of £5.4m, including £3.6m at IBP toincrease capacity and efficiency, plus £1.8m at Europower where the majorityrelated to the new Polish factory; • Rationalisation payments of £6.3m relating to the exceptional chargesincurred in the year and provisions brought forward at 1st January 2004. Divisional overview Divisional analysis is set out below, but the Operating Divisions profits beforeexceptional items and goodwill were as follows: £m 2004 2003 Increase Plumbing division 8.7 6.7 30% Industrial division 0.9 0.4 125% Further significant investments were made during the year in exceptionalcharges, focussed on delivering further improvements in margins and coststhrough moving production to low cost regions and consolidation of facilities.While these exceptional charges have the effect of reducing short term groupprofitability, we firmly believe they will deliver longer term sustainableimprovements in group performance. We expect the vast majority of our investment in cost reduction programmes to beconcluded by 31 December 2005. Plumbing division • IBP continued to make significant progress during 2004. Operatingprofits before goodwill amortisation and exceptional items increased from £6.7min 2003 to £8.7m in 2004, as a result of a 6.6% growth in sales before jointventures from £76.5m to £81.6m and the continued rationalisation ofmanufacturing locations. • The strategy of focusing on new products and new markets was the maincontributor to the success in sales. Two new products were launched in 2004,both of which have been well received: • XL Press fitting - a large diameter "flame free" fitting, which istargeted at the architectural specification market segment, was launched in the4th quarter of 2004 and has been well received by both architects andinstallation contractors. • Copper Pushfit - a new push fit product was launched in the 3rdquarter of 2004, specifically targeted at smaller diameter copper tubes. Theproduct is not only flame free but also requires no tools and has been designedfor both the professional market and the DIY market. Sales during the 2nd halfwere very encouraging with key items achieving "top10" positions. • Sales growth in the "flame free" new product category continues and,with the expansion in production capacity of the "press fitting" products, wewere able to service an increasing customer base for this product. • Of particular note during 2004 was the sales of "press fittings" tothe USA, a product category which is in it's infancy in that geographic region;the contract is on an exclusive basis with one of the major fittingsmanufacturer in the USA. • Further sales growth was achieved through increased sales to the DIYchannel in the UK; this being in traditional fittings and new "push fit"products. It is expected that this market segment will show continued growth inthe future. • Copper price increases have been partially offset by sales priceincreases; however the plumbing segment remains very competitive. The salesincrease during 2004 was encouraging and validates the "new product and newmarket" business strategy. • Consultation with the employees is currently taking place within IBPGermany to transfer the foundry to the main production facility in Poland and isexpected to be concluded shortly, with the project scheduled to commenceimproving profitability during the second half of 2005. • Inventories of related products were increased during 2004 to ensurethat customer service is not impacted during the transfer of the foundry. • Locating all brass manufacturing facilities on one site will reducemanufacturing costs and improve efficiency. IBP will then have positioned itselfto what the directors believes will be one of the lowest cost producers ofplumbing fittings in Europe. Industrial division • Europower's results for 2004 were encouraging: an operating profitbefore goodwill and exceptional items of £0.9m (2003:£0.4m) with turnover risingfrom £24.1m to £24.3m, reversing 2 years of decline. • The rapid expansion of the USA operation continued with $ sales growthof 31% and to ensure that this trend continues in 2005, steps were taken tostrengthen the senior management team in the second half of 2004. • Europower began to implement far reaching plans during 2004 which willcompletely transform the business. The improvements are designed to re-positionthe business as a highly cost competitive and innovative product and serviceprovider in the hydraulics market. Progress has been rapid and continues into2005. A number of key milestones have already been reached: • The closure of the Market Weighton site was formally announced inApril 2004; • In August 2004 the new UK hose assembly, UK distribution and groupheadquarters opened for business in Leeds; • In September 2004 a major step to harmonise IT systems was taken whenIBP's internally supported JDE ERP system went live in Europower's UK and Polishmanufacturing operations; and • By December 2004 the majority of the manufacturing capacity had beensuccessfully transferred to a new facility in Poznan, Poland. • In Poznan, investment was made in additional equipment and 24 hour, 7day working was introduced. This will ultimately lead to a doubling ofmanufacturing capacity for hydraulic fittings, in a low cost modernmanufacturing facility. • Three firm orders have been received for the new Oystertec TLTM rangefor shipment in 2005. Of particular note is the contract to provide Volvotrucks in the USA with the TLTM technology on hose assemblies for their oilcooling systems, a sales value of over $1m pa. Licensing division The Division's five year development plan focuses on delivering significantroyalty revenues from its patented technology, particularly in the automotiveand hydraulics industries is ongoing. In automotive: • It was announced in May 2004 that a license had been signed with theDana Corporation (USA) to enable them to manufacture and market our fittingsinto the automotive industry. Dana has commenced marketing and we expect royaltyrevenues in the coming years; • A license has also been signed with Manuli Automotive (Italy)following the conclusion of tests on our air-conditioning design; and • Discussions and test programmes are progressing with a large number ofinternational system suppliers and these are expected to lead to additionallicenses in due course. In hydraulics: • As announced in May 2004, a license has been signed with the ManuliRubber Industries SPA in Italy, to enable them to manufacture and market ourfittings into the hydraulics industry; and • The division provided Europower with technical assistance for theirmarketing of the Oystertec TLTM range and in particular their supply contractwith Volvo trucks. Further resources were invested in extending the product range within bothsegments during 2004 and we remain confident that this will commence returningvalue to shareholders over coming years. Pensions • The group adopted the retirement benefits accounting standard FRS17 in2003. The net pension liability, reduced from £15.2m in 2003 to £10.1m in 2004.This was driven by the following: • £1.4m actuarial gain in respect of the IBP UK scheme due to stockmarket performance and a £1.1m gain following changes in certain benefitentitlements; • £1.4m actuarial loss in the Europower UK scheme, primarily due tolower bond yields; • £4.2m deferred tax assets recognised in the year. Change of Name Having concluded the litigation over the company's intellectual property duringthe latter stages of 2004, the board believes there is now a good opportunity toupdate the company's identity. Accordingly, a resolution will be put toshareholders at the Annual General Meeting on 26 May 2005 for the name of thecompany to be changed to: Advanced Fluid Connections Plc We believe that the new name more appropriately describes the business, beingthat of manufacturing and licensing of innovative fluid connectors. Outlook Following a good performance in 2004, we have commenced this year at a lowerlevel of demand within the European plumbing market. While recent intake oforders has improved, we are cautious regarding the group's trading for the firsthalf of 2005. However, we remain confident that our low-cost manufacturing facilities inPoland and our focus on new product development will enable us to continue todeliver increased shareholder value from all of our divisions. Angus Monro Andrew EvansChairman Group CEO 22 March 2005 CONSOLIDATED PROFIT AND LOSS ACCOUNTFor the year ended 31 December 2004 Year ended Year ended 31 December 31 December 2004 2003 (unaudited) (audited) Note £'000 £'000 Turnover of the group including its share of jointventure turnover 1a 122,226 113,169Share of joint venture turnover 1a (16,293) (12,517) Group turnover 1a 105,933 100,652 Cost of sales - recurring (77,281) (74,687) - goodwill amortisation 861 2,514 (76,420) (72,173) Gross profit 29,513 28,479Distribution costs (10,997) (9,897) Administrative expenses - recurring (9,978) (10,549) - exceptional pension credit 2 1,080 1,429 - exceptional rationalisation charge 2 (7,942) (5,496) (16,840) (14,616) Group operating profit 1,676 3,966Share of joint venture operating profit 148 250 Total operating profit 1,824 4,216Profit on disposal of fixed assets - 113 Profit on ordinary activities before interest and taxation 1,824 4,329Net interest payable (1,022) (830)Financing costs under FRS17 (477) (748) Profit on ordinary activities before taxation 1b 325 2,751 Taxation - net exceptional tax credit 3 4,905 379 - other 3 (354) (19) 4,551 360 Profit attributable to ordinary shareholders andretained for the year 4,876 3,111 Earnings per share (pence) 4Basic 1.94 1.24 Diluted 1.93 1.24 All results relate to continuing activities. There are no differences between the results reported and the results on ahistorical cost basis. CONSOLIDATED STATEMENT OF TOTAL RECOGNISED GAINS AND LOSSESFor the year ended 31 December 2004 Year ended Year ended 31 December 31 December 2004 2003 (unaudited) (audited) £'000 £'000 Profit attributable to the members of the group - Joint venture 27 105 - Rest of the group 4,849 3,006 Other recognised gains and losses for the year:Unrealised gain/(loss) on translation of foreign currencyinvestmentIn subsidiaries- Joint venture 25 414- Rest of the group 361 65Actuarial loss on defined benefit schemes (419) (1,331)Deferred tax associated with defined benefit schemes 2,122 481 Total recognised gains relating to the year 6,965 2,740 CONSOLIDATED BALANCE SHEETAs at 31 December 2004 31 December 2004 31 December 2003 (unaudited) (audited) £'000 £'000 £'000 £'000Fixed assetsIntangible assets:Positive goodwill 5,517 5,961Negative goodwill (7,293) (8,604) (1,776) (2,643)Intellectual property and development costs 4,065 3,738 2,289 1,095Tangible assets 25,413 20,783Investments - share of joint venture gross assets 7,032 6,118 - share of joint venture (1,461) (599)gross liabilities 5,571 5,519 33,273 27,397Current assetsStocks 30,881 23,866Assets held for resale 242 223 Deferred tax asset 3,313 -Debtors 21,117 20,763 24,430 20,763Cash held at bank and in hand 2,548 4,114 58,101 48,966Creditors: amounts falling due within one yearBank loans and overdrafts (21,930) (13,473)Other creditors (18,843) (17,103) (40,773) (30,576)Net current assets 17,328 18,390Total assets less current liabilities 50,601 45,787Creditors: amounts falling due after more than one yearBank loans (2,615) (581)Due on the purchase of intellectual property - (2,485)Other creditors (1,897) (1,383) (4,512) (4,449)Provisions for liabilities and chargesRationalisation costs (3,049) (1,478)Vacant properties (437) (391)Deferred tax (555) (146) (4,041) (2,015)Net assets excluding pension liabilities 42,048 39,323Pension liabilities (10,126) (15,150) Net assets including pension liabilities - note 31,922 24,1731cCapital and reservesCalled up share capital 127 125Share premium account 47,676 46,894Profit and loss account (15,881) (22,846)Equity shareholders' funds - note 5 31,922 24,173 CONSOLIDATED CASH FLOW STATEMENTFor the year ended 31 December 2004 Note Year ended Year ended 31 December 31 December 2004 2003 (unaudited) (audited) £'000 £'000 Net cash outflow from operating activities 6a (664) (4,080) Dividends received from joint venture - 138 Returns on investments and servicing of finance 6b (1,026) (816) Taxation 6c (254) (104) Capital expenditure and financial investment 6d (6,638) (842) Acquisitions and disposals 6e - (113) Net cash outflow before use of liquid resources and financing (8,582) (5,817) Management of liquid resources - decrease in short-term - 3,274deposits Financing 6f 9,083 409 Increase/(decrease) in cash in the year 501 (2,134) CONSOLIDATED RECONCILIATION OF CASH FLOW TO MOVEMENT IN NET DEBT For the year ended 31 December 2004 Increase/(decrease) in cash in the year 6g 501 (2,134) Cash inflow from increase in loans (24,938) (7,534)Repayment of loans 12,873 3,605Repayment of loan notes - 3,274Short term deposits - (3,274)Repayment of finance leases and hire purchase contracts 2,052 10Payments in respect of deferred consideration 1,714 236 Change in net debt resulting from cash flows 6g (7,798) (5,817) Non cash items:New finance leases (3,568) -Adjustment to deferred consideration in respect ofthe purchase of intellectual property 771 -Foreign exchange differences (661) (367) Movement in net debt (11,256) (6,184) Net debt at the beginning of the year 6g (12,881) (6,697) Net debt at the end of the year 6g (24,137) (12,881) NOTES TO THE PRELIMINARY ANNOUNCEMENTFor the year ended 31 December 2004 1. TURNOVER AND SEGMENTAL ANALYSIS Turnover represents the income derived from the provision of goods and services,stated net of value added tax. The group operates in three principal areas ofactivity; plumbing, industrial and licensing, the latter of which has beendisclosed separately this year. Turnover, profit on ordinary activities beforetax and net assets are analysed as follows: Year ended Year ended 31 December 31 December 2004 2003 (unaudited) (audited) £'000 £'000a. Turnover analysis: By division:Plumbing division (excluding joint venture) 81,594 76,548Share of joint venture turnover 16,293 12,517 Total plumbing division 97,887 89,065Industrial division 24,266 24,104Licensing division 73 - 122,226 113,169By origin: Group (excluding joint venture):UK 47,490 42,711Europe 52,285 52,311Rest of the world 6,158 5,630 Group turnover 105,933 100,652Share of joint venture turnover - Europe 16,293 12,517 122,226 113,169By destination: Group (excluding joint venture):UK 28,673 28,249Europe 63,056 62,038Rest of the world 14,204 10,365 Group turnover 105,933 100,652Share of joint venture turnover - Europe 16,293 12,517 122,226 113,169 Year ended Year ended 31 December 31 December 2004 2003 (unaudited) (audited) £'000 £'000 b. Profit analysis: Analysis of operating profit before and after exceptionalitems and goodwill:Plumbing (including joint venture) 8,727 6,694Industrial 892 408Licensing (439) (145)Corporate (1,355) (1,188) 7,825 5,769Net goodwill 861 2,514Net exceptional items (note 2) (6,862) (4,067) Total operating profit 1,824 4,216 Analysis of profit before tax, after exceptional items,goodwill and interest:Divisional analysis of profit before tax:Plumbing (including joint venture) 5,229 4,892Industrial (4,171) (1,213)Licensing (439) (145)Corporate (294) (783) 325 2,751 Geographical analysis of profit before tax:UK (904) 3,525Europe (including joint venture) 736 (1,272)Rest of the world 493 498 325 2,751 c. Net assets:Divisional analysis:Plumbing (including joint venture) 39,818 30,281Industrial 1,756 4,734Licensing (436) 1,225Corporate (9,216) (12,067) 31,922 24,173 Geographical analysis:UK 3,228 (3,033)Europe (including joint venture) 26,870 25,126Rest of the world 1,824 2,080 31,922 24,173 In 2004, profit before tax includes £152,000 (2003: £223,000) relating to thejoint venture. This consists of joint venture operating profit of £148,000 and£4,000 interest receivable (2003: joint venture operating profit of £250,000,interest payable of £14,000 and goodwill amortisation of £13,000). 2. EXCEPTIONAL ITEMS Year ended Year ended 31 December 31 December 2004 2003 (unaudited) (audited) £'000 £'000Recognised in arriving at operating profit:Rationalisation costs - Plumbing division 3,862 4,552 - Industrial division 4,012 721 - Corporate 68 223 7,942 5,496 Pension credit (1,080) (1,429) 6,862 4,067 The exceptional rationalisation costs principally relate to redundancy and otherexpenditure associated with factory and warehouse relocation projects, includingthe cost of operational inefficiencies. At 31 December 2004 there wereprovisions for costs committed to but unpaid of £3,049,000 (2003: £1,478,000). The tax effect of the rationalisation costs has been to reduce taxable profitsby £1,010,000 (2003: £1,262,000) and to give rise to an un-provided deferred taxasset of £1,585,000 (2003: £387,000) due to the availability of tax losses. The exceptional pension credit relates to reductions in pension schemeliabilities in the plumbing division as follows: • 2004 following a reduction in the benefit entitlement for certainmembers retiring early (the tax effect of which was an exceptional tax charge of£324,000); • 2003 caused by the rationalisation programmes (the tax effect of whichwas to reduce the exceptional tax credit by £429,000). 3. TAXATION Year ended Year ended 31 December 31 December 2004 2003 (unaudited) (audited)Analysis of tax credit: £'000 £'000 Taxation charge on the results for the year (354) (19)Exceptional deferred tax credits relating to: - 2,880 -tax losses - 2,025 379pension liabilities (net) 4,551 360 The effective rate of corporation taxation on the pre-exceptional profits forthe year to 31 December 2004 is estimated at 18%. This is lower than thestandard rates applicable to the group due to non taxable credits arising in theyear, timing differences and the utilisation of available tax losses. A deferred tax asset has been recognised in respect of defined benefit pensionschemes within the group as these assets are now expected to be recoverable infuture years. Where deferred tax has been recognised for the first time, thishas been credited in the year either as an exceptional taxation credit or as again in the statement of total recognised gains and losses. In addition,following improved profitability within the plumbing division, the recognitionof deferred tax on certain tax losses has been credited in the year to 31December 2004 as an exceptional taxation adjustment. 4. EARNINGS PER ORDINARY SHARE Earnings per share (EPS) has been calculated by dividing the profit for the yearby the weighted average number of ordinary shares in issue during the year,based on the following information: Year ended Year ended 31 December 31 December 2004 2003 (unaudited) (audited) Profit attributable to shareholders (£'000) 4,876 3,111Basic weighted average share capital (thousands) 251,467 250,783Diluted weighted average share capital (thousands) 252,035 250,867 The difference between the two calculations is wholly attributable tooutstanding share options, which only have a dilutive effect in years whenprofits are generated and the issue price of share options is less than the fairvalue of each share. In addition, an adjusted EPS has been calculated based on profit before goodwilland exceptional items using the same basic weighted average share capital asabove and the following information: Year ended Year ended 31 December 31 December 2004 2003 (unaudited) (audited) £'000 Pence £'000 Pence Profit attributable to shareholders (as above) 4,876 1.94 3,111 1.24Goodwill amortisation (861) (0.34) (2,514) (1.00)Exceptional operating items - note 2 6,862 2.73 4,067 1.62Profit on disposal of fixed assets - - (113) (0.05)Exceptional tax credits (4,905) (1.95) (379) (0.15) Profit before goodwill and exceptional itemsattributable to shareholders 5,972 2.38 4,172 1.66 Adjusted EPS information has been given to exclude the effect of goodwillamortisation and exceptional items so that the effects of these on reportedearnings can be fully appreciated. 5. RECONCILIATION OF EQUITY SHAREHOLDERS' FUNDS 2004 2003 (unaudited) (audited) £'000 £'000 Total recognised gains and losses 6,965 2,740New share issues 784 - Total movements during the year 7,749 2,740Shareholders' funds at 1 January 2004 24,173 21,433 Shareholders' funds at 31 December 2004 31,922 24,173 6. NOTES TO THE STATEMENT OF CASH FLOWS Year ended Year ended 31 December 31 December 2004 2003 (unaudited) (audited) £'000 £'000a. Reconciliation of group operating profit to net cashflow from operating activitiesGroup operating profit 1,676 3,966Depreciation 1,711 1,796Loss/(profit) on sale of tangible fixed assets 1 (34)Goodwill amortisation (861) (2,514)Intellectual property amortisation 167 125Net retirement benefits charge less contributions (1,730) (1,667)Increase in stocks (6,159) (1,964)Decrease/(increase) in debtors (945) 1,924Increase/(decrease) in creditors 3,426 (1,790)Increase/(decrease) in provisions 2,050 (3,922) Net cash outflow arising from operating activities (664) (4,080) b. Analysis of returns on investments and financial investmentsBank interest received 23 62Bank interest paid (969) (835)Finance lease interest paid (80) (43) (1,026) (816) c. Taxation Taxation payments (329) (104)Taxation receipts 75 - (254) (104) d. Analysis of capital expenditure and financial investmentsPayments to acquire tangible fixed assets (5,407) (2,888)Payments to acquire intangible fixed assets (1,246) (460)Receipts from sales of tangible fixed assets 15 2,506 (6,638) (842) e. Acquisitions and disposalsAdditional costs incurred on acquisitions - (113) f. FinancingIssue of ordinary shares 784 -Increase in loan funding 24,938 7,534Repayment of loan notes - (3,274)Repayment of long term loans (12,873) (3,605)Repayment of finance leases (2,052) (10)Movement in deferred consideration (1,714) (236) 9,083 409 g. Analysis of net debt At Other At 31 1 January Cash Exchange non cash December 2004 flows differences movements 2004 (audited) (unaudited) (unaudited) (unaudited) (unaudited) £'000 £'000 £'000 £'000 £'000Cash at bank and in hand 4,114 (1,260) (306) - 2,548Bank overdrafts and acceptances (4,692) 1,761 34 - (2,897)Net overdrafts (578) 501 (272) - (349)Bank loans due in less than oneyear (8,781) (10,067) (185) - (19,033)Bank loans due in more than oneyear (581) (1,998) (36) - (2,615)Net bank debt (9,362) (12,065) (221) - (21,648)Deferred consideration (2,485) 1,714 - 771 -Finance leases (456) 2,052 (168) (3,568) (2,140)Net other debt (2,941) 3,766 (168) (2,797) (2,140)Net debt (12,881) (7,798) (661) (2,797) (24,137) There were no significant non-cash transactions in the year ended 31 December2004 other than the following: The exceptional pension credit amount of £1,080,000 (2003: £1,429,000) in theprofit and loss account is included within the reconciliation of operatingprofit to net cash inflow from operating activities within the 'net retirementbenefits charge less contributions' amount of £1,730,000 (2003: £1,667,000)(note 6a). Significant cash transactions include the following: An amount of £6,235,000 (2003: £9,794,000) was spent on rationalisation costsduring the year, being £5,280,000 (2003: £5,000,000) charged through the profitand loss account in the year and £955,000 (2003: £4,794,000) reduction ofbrought forward provisions. 7. SUPPLEMENTARY NOTES TO THE PRELIMINARY ANNOUNCEMENT (a) The above results and these notes, which were approved by the Board onFriday 18 March 2005, do not constitute statutory accounts within the meaning ofsection 240 of the Companies Act 1985. Full statutory accounts for the yearended 31 December 2004 will be delivered to the Registrar of Companies in duecourse. The audit report in respect of the full statutory accounts for the yearended 31 December 2004 is yet to be signed. The full statutory accounts for the year ended 31 December 2003 have been filedwith the Registrar of Companies and carried an unqualified audit report and didnot contain a statement under Section 237(2) or (3) of the Companies Act 1985. (b) A copy of the unaudited preliminary statement is available from theCompany Secretary, Oystertec Plc, Unit 1B, Seacroft Industrial Estate, CoalRoad, Seacroft, Leeds, LS14 2AQ. The Annual General Meeting is scheduled for 12:30 pm on Thursday 26 May 2005 at IBP, Whitehall Road, Tipton, West Midlands, DY47JU. Confirmation of this, together with copies of the full statutory accounts,will be posted to shareholders well in advance of this date. (c) The above results and notes have been prepared on the same basis as setout in the previous year's annual accounts. This information is provided by RNS The company news service from the London Stock Exchange