1 Jun 2009 07:00
ο»Ώ
FOR RELEASE
7:00AM
1 JUNE 2009
ACAL plcΒ
Preliminary ResultsΒ
for the Year Ended 31 March 2009
|
Acal plc, a specialist provider of technology products and services, today announces its results for the year ended 31 March 2009. Financial highlights Total revenueΒ up 3.7% atΒ Β£165.4mΒ (2008: Β£159.5m)Β Profit before tax and exceptional items Β£0.5m (2008: Β£6.1m) Loss per share before exceptional items (3.8)p (2008: earnings 14.5p) Loss before tax of Β£32.6m from continuing operationsΒ (2008: profit Β£2.6m)Β after: Impairment of goodwill Β£41.8mΒ andΒ associate investmentsΒ Β£5.4m Profit on disposal of investment in MessageLabsGroup Β£15.9mΒ Dividends 7.0p (2008: 21.9p) Net cash at year end Β£24.5m (2008: Β£25.6m) Operational highlights Restructured Board with new Group Chief Executive and Group Finance DirectorΒ Continued focus on cost and working capital reduction programmes Acquisition of Service Source Europe Limited in January 2009 - established management team bringing immediate benefits Cash resources ensure that the Group is well-placed to take advantage of opportunities as markets recover |
Β Β
Nick Jefferies, Chief Executive, commented:
Β
The Board has conducted a strategic review and followingΒ thisΒ we areΒ confident that opportunities exist for us to develop each of our businesses, both organically and by acquisition."
Enquiries
|
Acal plc Nick Jefferies ~ Chief Executive Malcolm Cooper ~ Finance Director Cubitt Consulting Brian Coleman-Smith James Verstringhe Nicola Krafft |
01483 544500 01483 544500 020 7367 5100 |
Β
Β
Acal will update on trading on 24 July 2009 when it will issue its Interim Management Statement in respect of the first quarter. The AGM will also be held on that date.
Notes to Editors:
Acal is aΒ specialist provider of technology products and servicesΒ with three divisions: Electronics, Supply Chain (formerly Parts Services) and Medical. Acal has 17 principal trading companies of which 8 are in mainland Europe, 8 in theΒ United KingdomΒ and one inΒ South Africa. The Group employed on average 736 people during 2008/9.Β Β
ACAL plc
Announcement of Preliminary ResultsΒ
for the Year EndedΒ 31 March 2009
CHAIRMAN'S STATEMENT
The past year has been one of challenge and change for the company. At the corporate level we have seen the appointment of Nick Jefferies asΒ GroupΒ Chief Executive and Malcolm Cooper asΒ GroupΒ Finance Director.
The Supply ChainΒ (formerly Parts Services)Β division suffered from a loss of management and from losses on a major new contract that started in May 2008. However, in January 2009, we completed the acquisition of 75% of Service Source Europe LimitedΒ ("SSE")Β a key benefit of which was the strength of their management team. The management of SSE have taken over management of the enlarged division and have established a business plan for theΒ stabilisation and growth of the business. I am pleased to say that the actions initiated by the team and the synergies with our existing businesses are already benefiting ourΒ GroupΒ results. We completed the acquisition of the remaining 25% ofΒ SSEΒ on 9 April 2009.
Β
Within theΒ ElectronicsΒ division, the deteriorating economic conditions have had an increasing impact on order levels and reported margins have been reduced by the abrupt strengthening of the US dollar. Whilst we anticipate recovery in ourΒ ElectronicsΒ margins as exchange rates stabilise and we focus on higher margin business, we continue to reviewΒ operating costs.Β
For the year, the Group'sΒ revenueΒ was Β£165.4Β million (2008: Β£159.5 million), with the increase due to foreign exchange and acquisitions, producing an operating profit before exceptional items of Β£0.3 million compared with Β£6.1 million in 2008.
Profit before tax and exceptional items from continuing operations was Β£0.5 millionΒ (2008:Β Β£6.1 million). The taxation charge of Β£1.4 million (2008: Β£2.3 million) reflects the tax charge on ourΒ UKΒ profits that cannot be offset against tax losses in mainlandΒ Europe.
The loss after tax and exceptional itemsΒ from continuing operationsΒ was Β£37.0Β million (2008: profit Β£0.5Β million).
Exceptional items
We highlighted in our interim reportΒ that we hadΒ impairedΒ goodwill of Β£4.2 million and that we would be carrying out a review of remaining goodwill in the light of current economic conditions.Β This review has resulted in a furtherΒ impairmentΒ resulting in a totalΒ impairmentΒ chargeΒ of Β£41.8Β millionΒ for the year.
During the year costs were incurred in reducing headcount to cater for the reduced trading in theΒ ElectronicsΒ division and to realise synergies from our acquisition ofΒ SSE. Further exceptionalΒ costsΒ relate to the costs associated with the departure of the previous executive directorsΒ andΒ the impairment of investmentsΒ in associates. Exceptional profits resulted from the disposal of the investment in MessageLabsGroupΒ and theΒ releaseΒ ofΒ unutilisedΒ provisions relating to the prior year disposal of our IT Solutions business.
Despite the impairments, the Group retainsΒ net assetsΒ of Β£58.6Β million at 31 March 2009Β (2008: Β£100.7 million).
Net cash
At 31 March 2009, the Groupβs net cash was Β£24.5 million compared with Β£25.6 million at the previous year end.Β The cash balance has been affected by the proceeds from the sale of our investment in MessageLabsGroup offset by the acquisition of Service Source Europe Limited, the settlement of prior year provisions, the impact of the fall in sterling against the US dollar and the Euro, the payment of Β£1.3 million into the pension scheme as well as dividends totalling Β£4.8 million
Β
Dividend
At the half year, the Directors declared a rebased interim dividend of 3.5 pence per share. In light of the continuing economic uncertainties and difficult trading conditions, the Board is recommending a final dividend of 3.5 pence per share payable to shareholders on the register as atΒ 19Β June 2009.Β Β ThisΒ will make a total of 7.0Β pence for the year. As the year's dividend is not covered by earnings, the Board will keepΒ theΒ dividend policy under review recognising that distributions are only sustainable if earnings are sufficient to provide adequate dividend cover.
Board andΒ Employees
Malcolm CooperΒ was appointed as GroupΒ Finance Director in August 2008Β and Nick Jefferies joined the Group as Chief Executive Officer in January 2009. I am delighted with theΒ fresh approach,Β positive impact and experience they have brought to the Board.
Acal announces that Steve Sydes, head of the Electronics division, will be leaving the Group during June 2009.Β After many years with the Group, I would like to thank Steve for his positive contribution and wish him well for the future.Β Nick Jefferies will assume responsibility for the Electronics division in the short-term.
Β
The challenges of the current market environment place large demands on everybody in the Group.Β Β We are fortunate in having a dedicated workforce who are committed to the business and I thank them personally and on behalf of the Board for their continued hard work and support.
Strategy and Outlook
Since taking on the role of Chief Executive, Nick Jefferies and theΒ BoardΒ have been carrying out a strategic review of our businesses. Comments on each of our businesses are set out in theΒ Strategic and OperationalΒ review.
We believe we have opportunities to grow each of our businesses which are now reported as three divisions.Β Our future lies as a specialist provider of technology products and servicesΒ which will, over time, generate higher returns.
The conditions being experienced by ourΒ ElectronicsΒ businesses at this time are as difficult as at any time in theΒ Group'sΒ history and we are unable to predict when there will be an improvement. Nevertheless,Β the strength of our cash balance will enable us to manage the business through the recession and give us the opportunity to come out of it as a strongerΒ Group. Β The performance of our Supply Chain divisionΒ hasΒ beenΒ transformedΒ by our acquisition ofΒ SSEΒ and we are focusing on further actionsΒ around the GroupΒ that will create long-term value for shareholders.
Richard Moon
1Β June 2009
Β Β
ACAL plc
STRATEGIC AND OPERATIONALΒ REVIEW
Overview of Group performance
|
Year ended 31 March 2009 |
Year ended 31 March 2008 |
|||
|
Revenue Β£ million |
Operating profit* Β£ million |
Revenue Β£ million |
Operating profit* Β£ million |
|
|
Electronics |
103.7 |
0.9 |
103.1 |
3.2 |
|
Supply Chain |
54.2 |
1.0 |
48.3 |
3.3 |
|
Medical |
7.5 |
1.0 |
8.1 |
1.3 |
|
Unallocated costs |
- |
(2.6) |
- |
(1.7) |
|
165.4 |
0.3 |
159.5 |
6.1 |
|
*Throughout this review operating profit is stated before exceptional items.
Note: The results for the year ended 31 March 2008 have been restated to reflect Vertec, a distributor of medical equipment, as a separate segment and to separately disclose unallocated corporate costs. Unallocated costs include head office staff costs, Directors' remuneration, professional and head office costs and non-operational costs.Β
Revenue for 2009 was Β£165.4 million compared with Β£159.5 million in 2008. The increase wasΒ primarilyΒ due to favourable exchange rate movements of approximatelyΒ Β£11.3Β million in relation to subsidiaries based in mainlandΒ EuropeΒ andΒ the acquisition of Service Source Europe LimitedΒ ("SSE") in January 2009 whichΒ contributed Β£3.9 million to 2009 revenue. After adjusting for these factors, there was an underlying reduction in revenue ofΒ 5.5Β per cent.Β
Operating profit forΒ the year ended 31 MarchΒ 2009Β decreasedΒ byΒ Β£5.8mΒ to Β£0.3Β million. This declineΒ reflected falls in each of the three divisions. The ElectronicsΒ divisionΒ suffered a reduction in marginsΒ principally due to the impact of the significant fall in sterling against the dollar. The Supply Chain divisionΒ was affectedΒ byΒ the departure of a number of senior executivesΒ andΒ byΒ losses on a new contract that commenced in May 2008. Both of these issues have been addressed by the acquisition of SSE. Vertec, Acal's medical business, saw some reduction in sales andΒ aΒ reduction in margin.Β
Market conditions deteriorated progressively across allΒ our businesses during the year. There was a marked decline in bookings within theΒ Electronics division reflecting theΒ impactΒ of the credit crisis and global recession. Against this backdrop, we took steps toΒ realignΒ the cost base of ourΒ Electronics business through workforce reductions and we have realised headcount savings within Supply Chain resulting from the synergies between SSEΒ and Acal's existingΒ SupplyΒ ChainΒ businesses.
We completed the acquisition of 75% ofΒ SSEΒ in January 2009 for a cash consideration of Β£1.85 million plus Β£0.35 million for the repayment of preference shares. The remaining 25% was acquired for a consideration of Β£1.0 million in April 2009. SSE's principal activities relate to the movement of service spares. Its main productΒ sectorΒ is the PC market, including related products such as laptops, servers, printers and more recently mid-range and high-end Unix services and storage systems. The acquisition brought with it a strong management team, three of whom had left theΒ AcalΒ Supply Chain division in 2008, and who haveΒ sinceΒ taken over management of theΒ enlargedΒ Supply Chain division. The performance of the business over recent months is encouraging.
Electronics
RevenueΒ upΒ 1% from Β£103.1Β million to Β£103.7Β million
Operating profit downΒ 72% fromΒ Β£3.2Β million to Β£0.9Β million
Reported revenue benefited fromΒ a strengthening in the Euro against sterling. At constant exchange rates, revenue declined byΒ Β£8.3Β million (7.4Β per cent). The impact of the economic decline has been increasingly felt since the turn of theΒ calendarΒ year and the downturn in orders has been felt throughout the division. Nevertheless, Acal's performance continues to compare well. Industry data from IDEA (International Distribution of Electronics Association) showedΒ that sales for the period January to March 2009Β reducedΒ by 21.4% against the prior year. Acal's billings for the same period were some 4% betterΒ than that.Β
The decline in revenue hasΒ exacerbated a significant decline in margins resulting fromΒ bothΒ the strengthening of the dollar against bothΒ SterlingΒ and the Euro, and margin pressure created by the economic environment.
As announced in February, one of our major semi-conductor suppliers decided to terminate our contract from the end of April. This hasΒ impacted bookings since that date.
Despite the actions taken over recent years to centralise operations,Β we have continued to sufferΒ losses in mainlandΒ Europe. Cost reductionΒ actions have beenΒ implemented (headcount reducedΒ byΒ 19%Β over the course of the financial year) and further actions will be takenΒ to re-align the European cost baseΒ further.Β
Supply Chain
RevenueΒ upΒ 12% from Β£48.3Β million to Β£54.2Β million
Operating profit downΒ 70% fromΒ Β£3.3 million to Β£1.0Β million
As well as the impact of the economic climate,Β SupplyΒ ChainΒ was affected duringΒ the yearΒ byΒ the departureΒ ofΒ key management and losses arising from a major new contract which commenced in May 2008. Underlying revenue, excluding the acquisition of SSE,Β fellΒ byΒ 1%.
The acquisition ofΒ SSEΒ and the assumption of control of theΒ Supply ChainΒ division by their management teamΒ hasΒ brought a renewed vigour to the business and results to date are encouraging. Ongoing losses on a major contractΒ have been largely eradicated as operational improvements have been implemented andΒ discussions are ongoingΒ over a way forward that will benefit both Supply Chain and the customer.Β
Β
There has been aΒ headcountΒ reductionΒ ofΒ 6%Β since the acquisition was completed reflecting synergies between the businesses. Employee changes actioned to dateΒ will result in an annualΒ savingΒ ofΒ Β£0.7Β million. Further savingsΒ will be achievedΒ as the division'sΒ UKΒ statutory entities are amalgamated.
Β
Medical
RevenueΒ down 7% from Β£8.1 million to Β£7.5 million
Operating profit down 23% fromΒ Β£1.3 million to Β£1.0 million
VertecΒ specialises in the supply of high quality radiology and bone densitometry equipment. The larger part of its revenue is derived in theΒ UKΒ with the remainder being derived from a subsidiary inΒ South Africa. The division delivered another robust performance albeit operating profits were lower than previous year,Β primarilyΒ due to reduced margins attributable to the strengthening of the US dollar.
Unallocated corporate costs for the year totalled Β£2.6 million (2008: Β£1.7 million) with the prior yearΒ reflecting releases ofΒ unutilisedΒ provisions.Β
Strategic review
The reviewΒ of the businesses and their strategy has shownΒ thatΒ theyΒ are well respected in the marketsΒ in whichΒ theyΒ operateΒ andΒ have experienced and dedicated management and employees. Each of the divisions has opportunities for profitable growth.
Electronics
We are a distributorΒ of electronic products toΒ industrialΒ manufacturing andΒ design companies. Our strategy is toΒ focusΒ entirelyΒ on specialised products and markets where there are fewer competitors and higher margins can be generatedΒ over time. Additionally, we will create a trading model for the future, developing a web channel to complement our existing sales force. This will give our customers the ability to choose how they transact with us.
Supply Chain
We are a supplier of new and refurbished IT,Β EPOS and ATM spare parts to service providers. Our strategy is toΒ realiseΒ the benefits of the recent acquisition of Service Source EuropeΒ by building the contracted spare parts management business, potentiallyΒ expandingΒ into other product areas.
Medical
Β
We will consider selected specialist acquisitions that will complement this strategy.
Outlook
We are dealing with an economic and market recession that is unprecedented. We are currently experiencingΒ reduced order levels and it is impossible to know how long this situation will remain.Β
Despite this, our balance sheet is strong and we are focused on implementing our strategy, managing our cost base and further reducing working capital to maximise cash generation.
The Board is confident that opportunities exist to develop,Β both organically and by acquisition,Β each of our businesses.
Nick Jefferies
Group Chief ExecutiveΒ
1 June 2009
Β Β ACAL plc
FINANCEΒ REVIEW
Results for the year
A review of the trading results for the year is set out in the Chairman's Statement and theΒ Strategic andΒ Operational review.
The pre-exceptional profitΒ before taxΒ from continuing operations for the year is Β£0.5 million, compared to Β£6.1 million in the prior year.
The total loss from continuing operations for the year is Β£37.0 million, compared to a profit of Β£0.5 million in the prior year reflecting the impact of exceptional items,Β in particular the non-cash impairments of goodwill and associates of Β£47.2 million,Β other exceptional itemsΒ and taxation described below.
AdjustedΒ profits
This year we have introducedΒ anΒ adjustedΒ profit measure on the face of the consolidated income statement. This is a measure which excludes exceptional items, the impact of the volatile finance costs of IAS 19 and share based payments.
The Directors believe that this measure provides additional useful information for shareholders on the underlying trends and performance of theΒ Group and we intend toΒ includeΒ adjustedΒ profit as a measure in future periods.
The adjustedΒ profit before tax for the year is Β£0.8 million compared to Β£6.1 million last year.Β
Overhead costs
Total operating expenses relating to continuing operations and excluding exceptional items and share based payments were Β£43.5Β million (2008:Β Β£39.7Β million). Current year overheads include Β£0.9 million previously classified within cost of sales. TheΒ underlying reductionΒ wasΒ Β£1.8Β million after adjusting forΒ SSE costs,Β overheadsΒ associated with the new Supply Chain contract and the translation impact of overseas companyΒ overheads.
Exceptional items
The Group presents on the face of the income statement those items which are separately identifiable by virtue of their size or incidence so as to allow a better understanding of the underlying trading performance of the Group. Exceptional items comprise:
Β Β
|
2009 Β£ million |
2008 Β£ million |
|
|
Operating: |
||
|
SaleΒ of investment in MessageLabsGroup |
15.9 |
- |
|
Impairment of goodwill |
(41.8) |
- |
|
Provision for retained obligations |
0.8Β |
(3.5) |
|
Termination and restructuring costs |
(2.6) |
- |
|
Non Operating: |
||
|
Impairment of associate investments |
(5.4) |
- |
|
Net exceptional items before tax |
(33.1) |
(3.5) |
The sale of MessageLabsGroup to Symantec was completed in November 2008. The total consideration receivable by Acal for its 3.95% stakeΒ is Β£16.2 million of which Β£15.1 million has been received to date, the balance being retained in escrow until November 2009 pending any warranty claims. The profitΒ on saleΒ of Β£15.9 million is subject to taxΒ of Β£4.4m, Β£2.0m of which was paid during the year.
The impairment of goodwill of Β£41.8 million results from the review carried out in the light of the current economic conditions, the deterioration in the performance of our businesses and the disparity between theΒ Group's net assets and its market capitalisation. The principal impairments relate to the Group'sΒ UKΒ electronic business, and to ATM and Computer Parts International.
The impairment of the associate investments principally relates to the Group's investment in Westech Electronics Limited, an electronics and engineering service provider, listed on theΒ SingaporeΒ stock exchange. Westech announced in September that one of its major customers inΒ TaiwanΒ had defaulted on its payments to the company. It subsequently announced that it had entered into a standstill agreement with certain financial institutions. We have taken the view that Acal's investment is impaired and written it down to Β£nil. We have also fully impaired theΒ Group's other associate investments at a cost of Β£0.4 million.
The termination and restructuring costsΒ result from the rationalisation of headcount in theΒ ElectronicsΒ division in light of the reduced trading levels, headcount savings resulting from the integration of Service Source Europe Limited into Acal's existing Supply Chain businesses and the costs resulting from the termination of executive directors' contracts.
Following the disposal of the IT Solutions division in December 2007, the Group made provision for certain obligations of the division which were retained by the Group following its disposal. These obligations represent costs relating to the impairment of IT systems,Β properties and people. These were estimated to amount to Β£3.5 million. Savings of Β£0.8 million,Β principally relating to people costs,Β have been written back this year.
Net finance income
Net interest income for the yearΒ amounted to Β£0.5Β million (before IAS19 interest cost of Β£0.2 million (2008: nil))Β compared to a net interest charge of Β£0.7Β million for the prior year. The cash inflow resulting from the disposal of the IT Solutions division in December 2007 resulted in a significant cash surplus throughout the year. The decline in interest rates through the second half of the year has reduced the opportunity to earn significant interest income. The trend will continue through 2009/10 if interest rates remain at their current levels.Β
Dividends andΒ (loss)/earnings per share
Β
For the year ended 31 March 2009, the Board has recommended a final dividend ofΒ 3.5Β pence (2008: 14.7 pence). An interim dividend of 3.5 pence per share was paid in January 2009, making the total dividend for the yearΒ 7.0Β pence per share (2008: 21.9 pence).
Taxation
TheΒ Group's effectiveΒ tax rate for the yearΒ ended 31 March 2009, calculated on profit before taxation from continuing operationsΒ before exceptional items and the Group's share of the post-tax result from associate investments,Β wasΒ 300% (2008:Β 45%).Β TheΒ taxΒ charge for theΒ yearΒ amounted to Β£1.4 million (2008: Β£2.3 million). The total tax charge for the year, after exceptional items was Β£4.4m,Β includingΒ Β£3.0mΒ relating to exceptional items.Β
The increase in the rate ofΒ underlyingΒ tax reflects the deterioration in the overall profits of the Group andΒ the resulting higher proportion of irrecoverable losses incurred in the Group's Continental European companies. The underlying rate also includes theΒ impact of theΒ write off of a deferred tax asset brought forward from the prior year of Β£0.5 million and disallowable costs.
Cash flow and net cashΒ
Cash absorbed by operations was Β£2.4Β millionΒ (2008: cash generated Β£6.7 million) after payments relating to exceptional costs incurred of Β£2.1 million. Operating profits were significantly lower and there was a net increase in working capital which is explained further below.
The sale of MessageLabsGroup realised Β£15.1 million in cash which was paidΒ in November 2008. Β A further Β£1.1 million is due to be received in November 2009 subject to warranty claims.
Acquisitions totalled Β£4.4 million, including debt acquired,Β relating to the acquisition of 75% of the ordinary share capital of Service SourceΒ EuropeΒ Limited. A further Β£1.0 million was paid in April 2009 to acquire the remaining 25%.
Tax payments included Β£2.0 million relating to the profit on disposal of the investment in MessageLabsGroup. A further Β£2.4 million is payable in 2009/10.
Positive net finance revenue reflected the cash surplus held throughout the year. Net cash was Β£24.5 million at 31Β March 2009 (2008: Β£25.6 million),Β the movement reflecting the net impact ofΒ the matters outlined above.
At 31 March 2009, the GroupΒ hadΒ totalΒ working capitalΒ facilities ofΒ Β£33.7Β million with a number of majorΒ UKΒ and overseas banks,Β which in the ordinary course are periodically renewable. In view of its net cash position, the Group has no term facilities and no agreementsΒ containingΒ any financial covenants.Β
TheΒ Directors have reviewed cash flow forecasts for 2009 and the projections for 2010 developed during the recent strategic review and have considered a rangeΒ ofΒ different scenarios and the impact of these on the Group's cash flow and facilities. Based on this work, the Directors are satisfied that the Group has adequate resources for the foreseeable future.
Net assets and working capital
Movements in working capital are analysed as follows:
|
2008 Β£m |
Acquisitions and Disposals Β£m |
Translation Β£m |
Underlying movement Β£m |
2009 Β£m |
|
|
Inventories |
19.3 |
1.7 |
3.5 |
0.2 |
24.7 |
|
TradeΒ &Β other receivables |
36.0 |
3.7 |
2.8 |
(3.0) |
39.5 |
|
TradeΒ &Β other payables |
(34.2) |
(2.7) |
(4.2) |
3.6 |
(37.5) |
|
Net working capital |
21.1 |
2.7 |
2.1 |
0.8 |
26.7 |
The above table highlights the impact on working capital of the acquisition of Service Source Europe Limited and the translation effect of the movement in Euro and dollar exchange rates against sterling.Β Β Included withinΒ acquisitions and disposals trade and other receivables is Β£1.1m relating to the deferred balanceΒ receivableΒ on the sale of theΒ investment inΒ MessageLabsGroup.
The underlying movements aboveΒ include inventory relating to the new Supply Chain contract commenced in May 2008.
The business is focused on the reduction of working capitalΒ which is reflected inΒ improvementsΒ in stock turns and debtor days outstanding over recent months.
Pensions
TheΒ GroupΒ operates a defined contribution pension scheme, but also has a closed defined benefit scheme which dated back to an acquisition in 1999. Assets of the defined benefit scheme were valued at Β£23.7 million at 31 March 2009 ( 2008: Β£27.9 million) reflecting theΒ impact of the global economic downturn on equity and bond markets, which resulted in the reduction in the value of assets held by the scheme.
Scheme liabilities under International Accounting Standard No 19 (IAS19) were valued by the actuaries at Β£29.4 million (2008: Β£31.7 million), giving a deficit of Β£5.7 million (2008: Β£3.8 million).
TheΒ most recent scheme fundingΒ valuation, conducted at March 2006, showed a deficit of Β£6.2 million after which contributions of Β£1.3 million per annum through to November 2012 were agreed with the Trustees. A newΒ scheme fundingΒ valuation is being carried out as at 31 March 2009 after which discussions will be held with the trusteesΒ regarding the level of ongoingΒ contributions.
Malcolm Cooper
Group Finance Director
1 June 2009
Β Β
Β ACAL plc
Β
Consolidated income statement for year endedΒ 31 March 2009
|
2009 |
2008 |
||||||||
|
BeforeΒ exceptionalΒ items |
ExceptionalΒ Items Β (noteΒ 7) |
Total |
Before exceptionalΒ items |
ExceptionalΒ items (noteΒ 7) |
Total Β restated* |
||||
|
Notes |
Β£m |
Β£m |
Β£m |
Β£m |
Β£m |
Β£m |
|||
|
Continuing operations |
|||||||||
|
Revenue |
5,6 |
165.4 |
- |
165.4 |
159.5 |
- |
159.5 |
||
|
Cost of Sales |
(121.5) |
- |
(121.5) |
(113.7) |
- |
(113.7) |
|||
|
Gross profit |
43.9 |
- |
43.9 |
45.8 |
- |
45.8 |
|||
|
Selling and distribution costs |
(26.8) |
- |
(26.8) |
(24.4) |
- |
(24.4) |
|||
|
Administrative expenses |
(16.8) |
(44.4) |
(61.2) |
(15.4) |
(3.5) |
(18.9) |
|||
|
Other operating income |
- |
16.7 |
16.7 |
0.1 |
- |
0.1 |
|||
|
Operating profit/(loss) |
5 |
0.3 |
(27.7) |
(27.4) |
6.1 |
(3.5) |
2.6 |
||
|
Analysed as: |
|||||||||
|
Adjusted operating profitΒ |
0.4 |
6.2 |
|||||||
|
Share based payments |
(0.1) |
(0.1) |
|||||||
|
Share of post-tax (losses)/profits from associates |
(0.1) |
- |
(0.1) |
0.7 |
- |
0.7 |
|||
|
Impairment of investment in associates |
- |
(5.4) |
(5.4) |
- |
- |
- |
|||
|
Finance costs |
(1.1) |
- |
(1.1) |
(1.5) |
- |
(1.5) |
|||
|
Finance revenue |
1.4 |
- |
1.4 |
0.8 |
- |
0.8 |
|||
|
Profit/(loss) before tax |
0.5 |
(33.1) |
(32.6) |
6.1 |
(3.5) |
2.6 |
|||
|
Analysed as: |
|||||||||
|
AdjustedΒ profit before tax |
0.8 |
6.2 |
|||||||
|
Share based payments |
(0.1) |
(0.1) |
|||||||
|
IAS 19 income statement charge for pension |
|||||||||
|
finance cost |
(0.2) |
- |
|||||||
|
Tax expense |
(1.4) |
(3.0) |
(4.4) |
(2.3) |
0.2 |
(2.1) |
|||
|
NetΒ (loss)/profitΒ from continuing operations |
(0.9) |
(36.1) |
(37.0) |
3.8 |
(3.3) |
0.5 |
|||
|
Discontinued operationsΒ |
11 |
||||||||
|
Profit for the year from discontinued operations |
- |
27.4 |
|||||||
|
(Loss)/profit for the year |
(37.0) |
27.9 |
|||||||
|
Attributable to: |
|||||||||
|
Equity holders of the parent |
(37.1) |
27.9 |
|||||||
|
Minority interests |
0.1 |
- |
|||||||
|
(37.0) |
27.9 |
||||||||
|
(Loss)/earnings per share |
9 |
||||||||
|
Continuing operations |
|||||||||
|
Basic |
(3.8)p |
(136.7)p |
(140.5)p |
14.5p |
(12.5)p |
2.0p |
|||
|
Diluted |
(3.8)p |
(136.7)p |
(140.5)p |
14.5p |
(12.5)p |
2.0p |
|||
|
Including discontinued operations |
|||||||||
|
Basic |
(140.5)p |
105.7p |
|||||||
|
Diluted |
(140.5)p |
105.7p |
|||||||
|
Dividends |
|||||||||
|
Dividends per share declared in respect of year |
7.0p |
21.9p |
|||||||
|
Dividends per share paid in year |
18.2p |
21.9p |
|||||||
|
Dividends paid in year |
Β£4.8m |
Β£5.8m |
|||||||
*restated for prior year adjustment, see note 11
Β Β ACAL plc
Consolidated statement of recognised income and expense
for the yearΒ endedΒ 31 March 2009
|
Β |
Β 2009 Β£m |
2008 Β£m |
|
|
ActuarialΒ (loss)/gainΒ on definedΒ benefitΒ pension schemeΒ |
Β |
(3.0) |
2.0 |
|
Deferred tax relating to pension scheme |
0.8 |
(0.7) |
|
|
Foreign currency translation differences |
|
1.6 |
1.5 |
|
Net (expense)/income recognised directly in equity |
(0.6) |
2.8 |
|
|
(Loss)/profit for the year |
(37.0) |
27.9 |
|
|
TotalΒ recognised (expense)/income for the year |
(37.6) |
30.7 |
|
|
Total recognised (expense)/income attributable to: |
|||
|
Equity holders of the parent |
(37.7) |
30.7 |
|
|
Minority interest |
0.1 |
- |
|
|
(37.6) |
30.7 |
Β Β
ACAL plc
Consolidated balance sheet
at 31 March 2009
|
Β Notes |
2009 Β£m |
2008 Β£m |
|
|
Non-current assets |
Β |
||
|
Property, plant and equipment |
Β |
4.7 |
4.4 |
|
Intangible assets - goodwillΒ |
Β 13 |
13.5 |
53.4 |
|
Intangible assets -Β other |
Β |
1.5 |
1.1 |
|
Investments in associates |
Β |
- |
5.7 |
|
Financial assets |
Β |
- |
0.3 |
|
Deferred tax assets |
Β |
2.6 |
3.4 |
|
22.3 |
68.3 |
||
|
Current assets |
|||
|
Inventories |
Β |
24.7 |
19.3 |
|
Trade and other receivables |
Β |
39.5 |
36.0 |
|
Current tax assets |
Β |
0.4 |
0.6 |
|
Cash and cash equivalents |
Β |
33.2 |
35.6 |
|
Β |
97.8 |
91.5 |
|
|
Total assets |
120.1 |
159.8 |
|
|
Current liabilities |
|||
|
Trade and other payables |
Β |
(37.5) |
(34.2) |
|
Short-term borrowings |
Β |
(8.6) |
(9.9) |
|
Current tax liabilities |
(5.1) |
(5.2) |
|
|
Provisions |
Β |
(2.5) |
(3.2) |
|
(53.7) |
(52.5) |
||
|
Non-current liabilities |
|||
|
Long-term borrowings |
Β |
(0.1) |
(0.1) |
|
Pension liability |
Β 14 |
(5.7) |
(3.8) |
|
Deferred tax liabilities |
Β |
(0.5) |
(1.2) |
|
Provisions |
Β |
(1.5) |
(1.5) |
|
(7.8) |
(6.6) |
||
|
Total liabilities |
(61.5) |
(59.1) |
|
|
Net assets |
58.6 |
100.7 |
|
|
Equity |
|||
|
Share capital |
Β 15 |
1.3 |
1.3 |
|
Share premium account |
Β 15 |
38.0 |
38.0 |
|
Translation reserve |
15 |
3.5 |
1.9 |
|
MergerΒ reserve |
Β 15 |
3.0 |
3.0 |
|
Retained earnings |
Β 15 |
12.4 |
56.5 |
|
Equity attributable to equity holders of the parent |
Β 15 |
58.2 |
100.7 |
|
Equity minority Interest |
0.4 |
- |
|
|
TotalΒ equity |
58.6 |
100.7 |
Β Β
ACAL plc
Consolidated cash flow statement
for the year endedΒ 31 March 2009
|
Β |
2009 Β£m |
2008 Β£m |
|||
|
(Loss)/profit for theΒ year |
(37.0) |
27.9 |
|||
|
Taxation expenseΒ (includes Β£nilΒ (2008: Β£5.6m) from discontinued operations) |
4.4 |
7.7 |
|||
|
Share of results of associates |
0.1 |
(0.7) |
|||
|
Net finance (income)/costsΒ |
(0.3) |
1.0 |
|||
|
Depreciation of property, plant and equipment |
1.3 |
1.6 |
|||
|
Amortisation of intangible assets - software |
0.6 |
3.0 |
|||
|
Change in provisions |
(0.7) |
0.3 |
|||
|
Gain on disposal of investments and businesses |
(15.9) |
(31.3) |
|||
|
LossΒ on disposal of property, plant and equipment |
-Β |
0.1 |
|||
|
Impairment of goodwill and associates |
47.2 |
- |
|||
|
Pension scheme funding |
(1.3) |
(1.6) |
|||
|
Equity-settled share-based payment expense |
- |
0.1 |
|||
|
Operating cashΒ flowsΒ before changes in working capital |
(1.6) |
8.1 |
|||
|
(Increase)/decrease in inventories |
(0.2) |
0.8 |
|||
|
DecreaseΒ in trade and other receivables |
3.0 |
3.7 |
|||
|
DecreaseΒ in trade and other payables |
(3.6) |
(5.9) |
|||
|
IncreaseΒ in working capital |
(0.8) |
(1.4) |
|||
|
CashΒ (absorbed by)/generatedΒ from operations |
(2.4) |
6.7 |
|||
|
Interest paid |
(0.8) |
(2.1) |
|||
|
Income taxes paid |
(3.4) |
(5.7) |
|||
|
Net cashΒ outflow from operating activities |
(6.6) |
(1.1) |
|||
|
Cash flows from investing activities |
|||||
|
Acquisition of shares in subsidiaries |
(2.9) |
Β -Β |
|||
|
Net debt acquired with subsidiaries |
(1.5) |
- |
|||
|
Proceeds from sale ofΒ businesses (net of costs) |
- |
38.5 |
|||
|
Proceeds from sale ofΒ financialΒ assets |
15.1 |
- |
|||
|
Purchases of property, plant and equipment |
(1.2) |
(1.2) |
|||
|
Proceeds from sale of property, plant and equipmentΒ and intangibles |
0.2 |
0.5 |
|||
|
Purchases of intangible assetsΒ - software |
(0.2) |
(0.2) |
|||
|
Interest received |
1.4 |
0.9 |
|||
|
Dividends receivedΒ from associates |
0.2 |
0.2 |
|||
|
Net cash inflow from investing activities |
11.1 |
38.7 |
|||
|
Cash flows from financing activities |
|||||
|
Repayments of borrowings |
(0.1) |
(10.1) |
|||
|
Dividends paid to company's shareholders |
Β |
(4.8) |
(5.8) |
||
|
Net cash outflow from financing activities |
(4.9) |
(15.9) |
|||
|
NetΒ (decrease)/increaseΒ in cash and cash equivalents |
(0.4) |
21.7 |
|||
|
Cash and cash equivalents at 1 April |
25.8 |
4.8 |
|||
|
Effect of exchange rate fluctuationsΒ |
(0.6) |
(0.7) |
|||
|
Cash and cash equivalents at 31 March |
Β |
24.8 |
25.8 |
|
Reconciliation toΒ cash and cash equivalentsΒ in the balance sheet |
Β |
|
|||
|
Cash and cash equivalentsΒ shown above |
24.8 |
25.8 |
|||
|
Add back overdraftsΒ |
8.4 |
9.8 |
|||
|
Cash and cash equivalents shown within current assets in the balance sheet |
Β |
33.2 |
35.6 |
ACAL plc
Notes to the preliminary statement
for the yearΒ endedΒ 31 March 2009
1 Publication of non-statutory accounts
The preliminary results wereΒ authorised for issueΒ by the BoardΒ of DirectorsΒ onΒ 1 JuneΒ 2009. The financial information set out above does not constitute the Company's statutory accounts for the yearsΒ ended 31 March 2009 or 2008,Β but is derived from those accounts. Statutory accounts for 2008Β have been delivered to the Registrar of Companies whereas those for 2009Β will be delivered following the Company's Annual General Meeting. The auditors have reported on those accounts; their reports were unqualified and did not contain a statement under section 237 (2) or (3) of the Companies Act 1985.
2 Basis of preparation
The financial information in this statement is prepared in accordance with International Financial Reporting Standards (IFRS) as adopted for use in the European Union and as applied in accordance with the provisions of the Companies Act 1985.Β
3 Going concern
The Group's business activities, together with the factors likely to affect its future development, performance and position are set out in theΒ Strategic and OperationalΒ Review.Β Β The financial position of the Group, its cash flows, liquidity position and borrowing facilities are described in the Finance Review.
The Group has considerable financial resources,Β well established distributionΒ contracts with a number of suppliersΒ and a broad and stable customer base. As a consequence, the Directors believe that the Group is well placed to manage its business risks successfully despite the current uncertain economic outlook.
After making enquiries, the Directors have a reasonable expectation that the Company and the Group have adequate resources to continue in operational existence for the foreseeable future.Β Β Accordingly, they continue to adopt the going concern basis in preparingΒ the annual report and accounts.
4 Accounting policies
The accounting policiesΒ used in the year ended 31 March 2009 are consistent with those applied in the financial statements for the year ended 31 March 2008 except for the adoption of the non GAAP measure described below.
The Directors believe that there are items, additional to the exceptional items shown on the face of the income statement that require separate presentation in the financial statements to assist readers' full understanding of the underlying performance of the Group. The face of the income statement now presentsΒ adjustedΒ operating profit andΒ adjustedΒ profit before tax and reconciles theseΒ to operating profit andΒ profit/(loss) before tax as required to be presented under the applicable accounting standards. AdjustedΒ earnings/(loss) per share is calculated having adjusted profit/(loss) after tax for the same items, their tax effect and the effect of any exceptional tax items. The termΒ adjustedΒ profit is not defined under IFRS and may not be comparable with similarly titled profit measures reported by other companies. It is not intended to be a substitute for, or superior to, GAAP measurement of profit. The adjustments made to reported profit/(loss) in the income statement in order to present anΒ adjustedΒ performance measure include:
Exceptional items
The Group discloses as exceptional items those items which are exceptional by virtue of their size or incidence so as to allow a better understanding of the underlying trading performance of the Group. The Group includes the profit on disposal of property, investments or businesses, impairments and significantΒ restructuring charges or credits in exceptional items.
IAS 19 Income Statement finance charge/(credit) for pensions
AdjustedΒ profit excludes the volatile finance cost/revenue element of IAS 19.
Share based payments
AdjustedΒ profit excludes the cost of cash and equity settled share based payments.
Taxation
The tax impact of the above items is also excluded in arriving atΒ adjustedΒ earnings.
5 Segmental analysis
Segmental information is presented in respect of the Group's business segments, which are the primary basis of segmental reporting. This format reflects the Group's management and internal reporting structures. Inter segment revenue is insignificant.
Year ended 31 March 2009
|
ElectronicsΒ Β£m |
Supply Chain Β£m |
Medical Β£m |
Unallocated Β£m |
Total operations Β£m |
|
|
Revenue |
103.7 |
54.2 |
7.5 |
- |
165.4 |
|
SegmentΒ profit/(loss) before exceptionals |
0.9 |
1.0 |
1.0 |
(2.6) |
0.3 |
|
Exceptional items - goodwill |
(29.7) |
(12.1) |
- |
- |
(41.8) |
|
Exceptional items - restructuring |
(1.3) |
(0.1) |
- |
(1.2) |
(2.6) |
|
Exceptional items - other |
(5.4) |
- |
- |
16.7 |
11.3 |
|
Net finance costs |
0.3 |
0.3 |
|||
|
Share of post tax lossesΒ ofΒ associates |
(0.1) |
- |
- |
- |
(0.1) |
|
Loss before taxation |
(35.6) |
(11.2) |
1.0 |
13.2 |
(32.6) |
|
Taxation |
(4.4) |
||||
|
LossΒ for the year |
(37.0) |
Year endedΒ 31 March 2008
|
ElectronicsΒ Β£m |
Supply Β Chain Β£m |
MedicalΒ Β£m |
Unallocated Β£m |
TotalΒ Β£m |
|
|
Revenue |
103.1 |
48.3 |
8.1 |
- |
159.5 |
|
SegmentΒ profit/(loss) before exceptionals |
3.2 |
3.3 |
1.3 |
(1.7) |
6.1 |
|
Exceptional item - provision for retained obligations |
- |
- |
- |
(3.5) |
(3.5) |
|
Net finance costs |
(0.7) |
(0.7) |
|||
|
Share of post-tax profitsΒ ofΒ associates |
0.7 |
- |
- |
- |
0.7 |
|
Profit before taxation |
3.9 |
3.3 |
1.3 |
(5.9) |
2.6 |
|
Taxation |
(2.1) |
||||
|
Profit for the year from continuing operations |
0.5 |
||||
|
Profit for the year from discontinued operations |
27.4 |
||||
|
Profit for the year |
27.9 |
The results for the year ended 31 March 2008Β have been restated to reflectΒ Vertec, a distributor of medical equipment, as a separate segment and toΒ separately discloseΒ unallocated costs. Vertec was previously included within Electronics.
6 Geographic analysis of revenue by destination
|
2009 Β£m |
2008 Β£m |
||
|
Europe |
157.6 |
152.5 |
|
|
Rest of the World |
7.8 |
7.0 |
|
|
165.4 |
159.5 |
7 Exceptional items
|
2009 Β£m |
2008 Β£m |
||
|
Other operating income: |
|||
|
Write back of unutilised provision for retained obligations |
0.8 |
- |
|
|
Profit on disposal ofΒ financial asset |
15.9 |
- |
|
|
16.7 |
- |
||
|
AdministrationΒ expenses: |
|||
|
Impairment of goodwill |
(41.8) |
- |
|
|
Termination and restructuring costs |
(2.6) |
- |
|
|
Provision for retained obligations |
- |
(3.5) |
|
|
(44.4) |
(3.5) |
||
|
Net operating exceptional items |
(27.7) |
(3.5) |
|
|
Non operating items: |
|||
|
Impairment of associate investments |
(5.4) |
- |
|
|
(33.1) |
(3.5) |
||
|
Tax on exceptional items |
(3.0) |
0.2 |
|
|
Total continuing exceptional items |
(36.1) |
(3.3) |
|
Provisions for retained obligations were set up in 2008 in relation to the sale of the IT Solutions business. The unutilised provision relates to savings on restructuring costs.
The sale of MessageLabsGroup Limited to Symantec was completedΒ in November 2008. The total consideration receivable by Acal for its 3.95% investment is Β£16.2 million of which Β£15.1 million was receivedΒ on completion. An amount of Β£1.1 million has been retained in escrow and will be paid to Acal if there are no warranty claims within a 12 month period.Β Β The profit on disposal is Β£15.9 million.
The Group has impaired goodwill relating to a number of its Electronics and Supply Chain businesses. This has resulted in an impairment charge of Β£41.8m in the year to 31 March 2009.
Termination and restructuring costs relating to the reorganisation of the Group have been incurred during the year and a provision created for additional costs. These consist of redundancy and legal costs.
The Group has impaired the carrying value of its associate investments. These investments are no longer considered to have any equity value.
8 Dividends
The Directors have proposed a final dividend ofΒ 3.5Β pence per share, payable onΒ 29 JulyΒ 2009Β to shareholders on the register atΒ 19Β JuneΒ 2009. In accordance with IAS 10, this dividend has not been reflected in the balance sheet atΒ 31 March 2009. The amount of thisΒ final dividendΒ isΒ Β£0.9m. An interim dividend ofΒ 3.5Β pence per share was paid in January 2009, andΒ the cost of this dividend was Β£0.9 million.
9 (Loss)/earnings per share
Basic (loss)/earnings per share are calculated by dividing the net (loss)/profit for the year attributable to ordinaryΒ equityΒ holders of the Company by the weighted average number of ordinary shares outstanding during the year.
DilutedΒ (loss)/earnings per shareΒ isΒ the basic earnings per share after allowing for the dilutive effect of the conversion into ordinary shares of the weighted average number of options outstanding during the year.
Β (Loss)/earnings per share fromΒ continuing operationsΒ Β including exceptional items of (140.5)p (2008 : 14.5p) and excluding exceptional items of (3.8)p (2008: 14.5p)Β have been calculated on attributable ongoing (losses)/profits of Β£(37.1)m (2008: Β£0.5m) and exceptional items net of taxΒ ofΒ Β£(36.1)m (2008: Β£(3.3)m).
The following reflects the income and share data used in the basic and dilutedΒ (loss)/earnings per share computations:
|
2009 Β£m |
2008 Β Β£m |
||
|
(Loss)/profit for the year from continuingΒ operations attributable to equity holders of the parent - before exceptionals |
|
(1.0) |
3.8Β |
|
Exceptional items net of taxΒ |
Β |
(36.1) |
(3.3) |
|
(Loss)/profit for the year from continuing operations attributable to equity holders of the parent |
Β |
(37.1) |
0.5 |
|
Profit for the year from discontinued operations attributable to equity holders of the parent |
|
- |
27.4 |
|
(Loss)/profit for the year attributable to equity holders of the parentΒ |
|
(37.1) |
27.9 |
|
2009 million |
2008 million |
||
|
Weighted average number of shares for basic earnings per share |
|
26.4 |
26.4 |
|
Effect of dilution - share options |
|
- |
- |
|
Adjusted weighted average number of shares for diluted earnings per share |
Β |
26.4 |
26.4 |
At theΒ yearΒ end there wereΒ 0.6Β million ordinary share options in issue that could potentially dilute earnings per share in the future but are not included in the calculation at the year end because they areΒ currently non-dilutive (2008: 1.1Β million).
10 Acquisition
On 9 January 2009, the Group acquired 75% of the issued share capital of Service Source Europe LimitedΒ ("SSE")Β for aΒ consideration of Β£2.9 millionΒ (including costs). An analysis of the consideration paid, assetsΒ and liabilitiesΒ acquired and goodwill arising is set out below.Β
The following table summarises the book value of the major categoriesΒ of assets and liabilities included in the consolidated financial statements at the date of acquisition.
Β Β
|
Book value Β£m |
Fair value Β£m |
|
|
Property, plant & equipment |
Β 0.4 |
0.4 |
|
Intangible assetsΒ - software |
0.1 |
0.1 |
|
Intangible assetsΒ - customer contracts |
- |
0.7 |
|
Inventories |
1.7 |
1.7 |
|
Trade and other receivables |
2.6 |
2.6 |
|
Bank overdrafts |
(1.5) |
(1.5) |
|
Trade and other payables |
(2.7) |
(2.7) |
|
Net assets |
0.6 |
1.3 |
|
Minority interest |
(0.3) |
|
|
Provisional goodwill arising on acquisition |
1.9 |
|
|
Total investment |
2.9 |
|
|
Satisfied by cash |
2.9 |
Fair value adjustments have been made to certainΒ customerΒ contracts. The fair values on acquisition ofΒ SSEΒ are provisional due toΒ theΒ timing ofΒ theΒ transaction and will be finalised during 2010 financial year.
Net cash outflows in respect of the acquisition comprise:
|
Total Β£m |
|||
|
Cash consideration |
2.9 |
||
|
Net cash and overdrafts acquired |
1.5 |
||
|
4.4 |
From the date of acquisition,Β SSEΒ has contributedΒ a profit ofΒ Β£0.2 million to theΒ lossΒ from continuing operations of the Group. If the acquisition had taken place at the beginning of the year, the loss for the year from continuing operations for the Group would have beenΒ Β£36.8Β million and revenue from continuing operations would have beenΒ Β£176.1Β million.
The goodwill of Β£1.9m comprises the value of expected synergies, the experience and skill of the management team and the value of customer relationships.
OnΒ 9Β April 2009,Β Acal acquired the remaining 25% inΒ SSEΒ for a total cash consideration of Β£1.0 million. Additional assets acquired as a result of this were Β£0.2 million.
11 Discontinued operations
On 27 September 2007, the Company announced that it had conditionally agreed to sell its IT Solutions Business ("ITS") to Avnet, Inc. The sale was completed on 17 December 2007 for a cash consideration of Β£41 million. The results of ITS have been presented under discontinued operations in the consolidated income statement.
There were no discontinued businesses during the current year.
Profit from discontinued operations comprises
|
2009 Β£m |
2008 Β£m |
||
|
Profit on disposal of ITΒ Solutions business |
- |
26.5 |
|
|
Profit for theΒ yearΒ from trading of ITΒ Solutions business |
- |
0.9 |
|
|
Profit for the year from discontinued operations |
- |
27.4 |
|
2009 Β£m |
2008 Β£m |
||
|
SaleΒ proceeds |
- |
41.0 |
|
|
SaleΒ costs |
- |
(2.8) |
|
|
Total net assets sold |
- |
(6.9) |
|
|
- |
31.3 |
||
|
Tax effect of disposal |
- |
(4.8) |
|
|
Profit on disposalΒ of IT Solutions business |
- |
26.5 |
The profit for the year from discontinued operations is derived as follows:
|
2009 Β£m |
2008 Β£m |
|
|
Revenue - sale of goods |
- |
67.0 |
|
Expenses |
- |
(65.0) |
|
Profit before financing and tax |
- |
2.0 |
|
Finance costs (net) |
- |
(0.3) |
|
Profit before tax |
- |
1.7 |
|
Income tax expense |
- |
(0.8) |
|
Profit for the year from discontinued operations |
- |
0.9 |
Cash flows relating to discontinued operations are as follows:
|
2009 Β£m |
2008 Β£m |
|
|
Net cash inflows from operating activities |
- |
0.7 |
|
Net cash outflows from investing activities |
- |
- |
|
Net cash flows from financing activities |
- |
- |
|
Net increase/(decrease) in cash and cash equivalents |
- |
0.7 |
Prior year adjustment
In 2008, Β£2.2 million goodwill relating to the IT Solutions business, which was previously written off to reserves, was incorrectly recycled through the income statement as an adjustment to the profit on disposal. The prior year has been restated to correct this error. The impact on the restatement on the financial statements is as follows:
|
2009 Β£m |
2008 Β£m |
|
|
Profit for the year from discontinued operations |
- |
2.2 |
|
(Loss)/profit for the year |
- |
2.2 |
|
Basic and diluted (loss)/ earnings per share including discontinued operations |
- |
7.2p |
12 MovementsΒ inΒ cash andΒ net debt
|
Β |
Β |
2009 Β£m |
2008 Β£m |
|
|
NetΒ (decrease)/increaseΒ in cash and cash equivalents |
Β |
(0.4) |
21.7 |
|
|
CashΒ (inflow)/outflow fromΒ borrowings |
(0.1) |
10.1 |
||
|
Effect of exchange rate fluctuations |
(0.6) |
(0.8) |
||
|
Β |
Β |
|
||
|
(Decrease)/increase in net cash |
(1.1) |
31.0 |
||
|
NetΒ cash/(debt)Β at beginning of the year |
Β |
25.6 |
(5.4) |
|
|
Β |
||||
|
NetΒ cashΒ at end of the year |
Β |
Β |
24.5 |
25.6 |
Β Β
13 Intangibles assets - goodwill
|
|
Β£m |
||
|
AtΒ 1 April 2007 |
53.5 |
||
|
Exchange adjustments |
0.2 |
||
|
Disposal of shares in subsidiary |
(0.3) |
||
|
AtΒ 31 March 2008 |
Β |
53.4 |
|
|
Impairment |
(41.8) |
||
|
Acquisition of shares in a subsidiary |
1.9 |
||
|
AtΒ 31 March 2009 |
13.5 |
||
Goodwill is not amortised but is subject to annual impairment testing.
Goodwill arising in the year relates to the acquisition of Service Source Europe Limited which is part of the Supply Chain division.Β Β Further information is disclosed in NoteΒ 10.
Impairment testing of goodwill
The carrying amount of goodwill isΒ analysedΒ as follows:
|
2009 Β£m |
2008 Β£m |
||
|
ATM Parts Company Limited |
0.3 |
5.4 |
|
|
Computer Parts International Limited |
3.9 |
8.9 |
|
|
Service Source Europe Limited |
1.9 |
- |
|
|
UKΒ electronics businesses |
6.8 |
35.0 |
|
|
Other |
0.6 |
4.1 |
|
|
13.5 |
53.4 |
During the year to 31 March 2009, a net impairment charge of Β£41.8m (2008: nil) was identified as part of the impairment review carried out in view of the challenging economic climate and the performance of the Group businesses. Of the total charge, Β£27.6m related to theΒ UKΒ electronics businesses, Β£5.1Β million to ATM Parts Company Limited, Β£5.0Β million to Computer Parts International Limited and Β£4.1m to other businesses.
Goodwill acquired through business combinations is allocated to cash-generating units (CGUs).
The recoverable amount of a CGU is based upon value in use calculationsΒ based upon budgets approved by the Board. The key assumptions in these calculations relate to revenue and gross margins.Β Β The calculation is most sensitive to revenue assumptions, however senior management believe that the assumptions used are reasonable.Β Β Cash flows beyond the plan period are extrapolated using a growth rate of between 1% and 2% (2008: 2.5%). This is basedΒ uponΒ budgets and management's assessment of market experience.Β Β These rates do not exceed the average long-term growth rate for the relevant markets. The discount rate applied to cash flow projections, based upon management's expectations of the weighted average cost of capital, is 12.0% (2008: 11.6%).
Β
14 Pensions
Β
The pension liability relates to the Sedgemoor Group Pension Fund which was brought into theΒ GroupΒ on the acquisition of the Sedgemoor Group in 1999. The fund, which is a defined benefit scheme, is operated as a 'paid up' pension scheme with only pensioners and deferred members.
Following the actuarial valuation as at 31 March 2006, which showed a funding shortfall of Β£6,172,000, the Fund's Trustee, having reviewed its rights under the Scheme, agreed with Sedgemoor Limited ('the Company') a recovery plan based on extra contributions from the Company aimed at eliminating the shortfall by November 2012. A new actuarial valuation is being carried out as at 31 March 2009 after which discussions will be held with trustees regarding the level of ongoing contributions.
The IAS 19 liability atΒ 31 March 2009Β was Β£5.7 million (2008: 3.8m).Β
15 Equity attributable to equity holders of the parent
Β
Β
|
Share capital |
Share premium account |
Retained earnings |
Translation reserve |
Merger reserve |
TotalΒ |
Minority Interest |
Total Equity |
|
|
Β£m |
Β£m |
Β£m |
Β£m |
Β£m |
Β£m |
Β£m |
Β£m |
|
|
AtΒ 1 April 2008 |
1.3 |
38.0 |
56.5 |
1.9 |
3.0 |
100.7 |
- |
100.7 |
|
Total recognised income and expenseΒ |
- |
- |
(39.3) |
1.6 |
- |
(37.7) |
0.1 |
(37.6) |
|
Equity dividendsΒ |
- |
- |
(4.8) |
- |
- |
(4.8) |
- |
(4.8) |
|
Minority interestsΒ of subsidiary acquired |
- |
- |
- |
- |
- |
- |
0.3 |
0.3 |
|
AtΒ 31 March 2009 |
1.3 |
38.0 |
12.4 |
3.5 |
3.0 |
58.2 |
0.4 |
58.6 |
|
Share capital |
Share premium account |
Retained earnings |
Translation reserve |
Merger reserve |
TotalΒ |
Minority Interest |
Total Equity |
|
|
Β£m |
Β£m |
Β£m |
Β£m |
Β£m |
Β£m |
Β£m |
Β£m |
|
|
At 1 April 2007 |
1.3 |
38.0 |
35.3 |
0.4 |
0.8 |
75.8 |
- |
75.8 |
|
Total recognised income and expenseΒ |
- |
- |
29.2 |
1.5 |
- |
30.7 |
- |
30.7 |
|
Share based payments |
- |
- |
0.1 |
- |
- |
0.1 |
- |
0.1 |
|
Equity dividendsΒ |
- |
- |
(5.8) |
- |
- |
(5.8) |
- |
(5.8) |
|
Transfer of previouslyΒ Β writtenΒ off goodwill |
- |
- |
(2.2) |
- |
2.2 |
- |
- |
- |
|
Dilution in associates |
- |
- |
(0.1) |
- |
- |
(0.1) |
- |
(0.1) |
|
At 31 March 2008 |
1.3 |
38.0 |
56.5 |
1.9 |
3.0 |
100.7 |
- |
100.7 |
16 Annual Report and Accounts
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