28 March 2002

Infast Group plc

("the Group" or "the Company")

Preliminary Results for the year ended 31 December 2001

Financial Highlights (continuing operations only)

 

Year ended

31 December 2001

Year ended

31 December 2000

 

£m

£m

Turnover

134.1

123.9

Operating profit*

4.6

7.1

Adjusted earnings per share (pence)*

2.4

3.6

Dividend per share (pence)

2.0

2.0

* before goodwill amortisation, additional stock provision and exceptional items

Roger Leverton, Chairman commented:

"2001 has been a year of consolidation and transformation for the Group into a focussed Inventory Management Services business, following the disposals of the remaining non-fastener operations and the acquisition of Fab-Com in the USA.

"Trading in the current financial year has commenced satisfactorily despite continuing depressed market conditions in both the UK and the USA. Sales and profits to date are ahead of the previous year and in line with management’s expectations. New business prospects remain encouraging as manufacturers in increasingly diversified industries look to Infast’s growing range of value added services to help improve their own efficiencies."

- Ends -

For further information please contact:

Infast Group plc 01452 880 500

Roger Leverton, Chairman

Robert Sternick, Chief Executive

Weber Shandwick Square Mile 020 7950 2800

Susan Ellis/ Stephanie Smart

 

 

Embargoed until 7.00am 28 March 2002

Infast Group plc

("the Group" or "the Company")

Preliminary Results for the year ended 31 December 2001

CHAIRMAN’S STATEMENT

2001 has been a year of consolidation and transformation for the Group into a focussed Inventory Management Services business, following the disposals of the remaining non-fastener operations and the acquisition of Fab-Com in the USA.

In order to respond to the changed structure of the Company and its concentration on Inventory Management Services, the executive team has been strengthened during the year in addition to significant investments being made in new, more efficient facilities. Despite this progress, 2001 witnessed increasingly difficult market conditions due to the continued downturn in UK manufacturing and reduced US activity levels, which have slowed the growth of the Company and impacted profitability.

Financial Results

Whilst total Group turnover was down to £142.6m (2000: £169.0m) the reduction was totally attributable to the disposals of non Inventory Management Services operations. Turnover in our fastener activities was up by £10.2m to £134.1m with £6.0m of the increase being a first time contribution from Fab-Com with the balance being attributable to the addition of several significant new contracts which were won in difficult market conditions. Operating profit pre goodwill amortisation, additional stock provisions and exceptional items fell to £4.3m (2000 : £6.0m), with the fastener business recording a profit of £4.6m (2000 : £7.1m). The additional stock provisions represent a one-off charge of £1.0m to increase stock obsolescence provisions as a result of changes to our customer base and a review of stock write-down practices.

The reduced profitability in our fastener activities was the result of start up costs for the new contracts, continuing margin pressure in the market, and the costs associated with improving our facilities in the year.

In addition, lower demand in our UK bolt manufacturing plant, GKS Centrepiece, necessitated a substantial restructuring of its operations resulting in a reduction of its cost base by over 30%. The charge for this restructuring of £1.8m, is shown as an exceptional operating item.

Our commitment to disposing of non core businesses resulted in the sale, in September 2001, of MacLellan Integrated Services, Inc. and Brandt Filtration Group, Inc., our only remaining non Inventory Management Services business. In addition we disposed of the land remaining after the sale of Nim-Cor in 1999. These disposals generated £3.4m of cash and gave rise to a deficit on disposal of £1.0m, which together with a goodwill realisation of £0.1m relating to Brandt, resulted in an aggregate loss on disposals of £1.1m.

Interest costs fell to £0.8m (2000: £1.0m), whilst net debt at the end of the year was £17.2m (2000: £11.4m) the increase in debt in the year was mainly the result of the acquisition of Fab-Com for £7.6m. Net working capital increased by £1.6m due principally to new contracts and the higher exit rate of turnover compared to the beginning of the year. Overall net cash inflow from operating activities amounted to £3.1m (2000 : £4.5m).

Dividend

In recognition of recent improvements in operating performance and prospects, the Board is recommending a final dividend of 1.2p (net) per share which brings the total payment for the year to 2.0p (2000: 2.0p).

 

Operating Performance

Notwithstanding the disappointing financial performance, the Group has made significant progress in a number of areas during the year.

The extensive disposal programme of non Inventory Management Services business was completed leaving the Group free to focus on its core activities. Management of the remaining operation has been strengthened and business improvement initiatives established throughout the organisation.

Sales in the Industrial Division marginally increased, with the benefit of new business offsetting the reduction in volumes, due to the economic slowdown, from a number of existing customers. The largest of these new contracts was for the supply of industrial consumables to BAE Systems, which commenced in August 2001, and is steadily increasing its turnover rate, although it made little profit contribution during the start-up phase in 2001.

In September, the Industrial Division relocated its Gloucester Technical Distribution Centre into a purpose built, 6700m2 facility. This move, which will enhance the operation’s capability and efficiency, has allowed the consolidation of four local facilities onto one site. It will also substantially improve our ability to manage our growing international supply chain and to expand our centralised value adding customer kitting service.

The Premier Automotive Division also started the year operating from new improved facilities, following the relocation of its Birmingham operation over Christmas 2000.

Similarly reflecting the general slow down in industrial markets, the premier automotive and agricultural sector suffered from a lower market demand within its existing customer base. However, total sales levels have increased over the course of the year due to the impact of the new contracts on Jaguar ‘X’ type and new Mini. These contracts commenced volume production in the third quarter 2001 and are performing in line with our expectations. These two major contracts plus the BAE Systems contract only provided part year benefits in 2001 and, at current run rates, are expected to add over £10m more turnover in 2002 than 2001 at full contribution.

The year also saw significant developments in our US operations following the acquisition of Fab-Com in January. Fab-Com, based in Atlanta, is providing critical mass to our US operations focussed on servicing the US–Southern industrial markets. As a result our Detroit facility has been closed and the operation integrated into Atlanta. Since the acquisition, Fab-Com has operated in a depressed market particularly after 11 September and also incurred significant restructuring costs. It has, however, won two sizeable new contracts with Case New Holland, an existing UK customer, which commenced in July 2001 and January 2002 respectively and the outlook for this business remains encouraging.

Manufacturing operations at GKS Centrepiece suffered from the slow down in demand, which contributed to its poor performance, and resulted in the operation being restructured. Philidas, our nut manufacturer, performed creditably, moving profits forward on only marginally increased turnover, due to its improved cost controls. Arnold Wragg, which remains non-core, also saw an improved performance on lower turnover, following the restructuring it undertook in 2000.

The Group has also invested a considerable amount of resources into the next generation of its IT systems so as to maintain the advanced technology which it has traditionally brought to the market place. The Group’s IT systems are critical to its ability to service its customers and I am pleased to be able to report that the implementation programme is going well.

 

Strategic Review

As shareholders are aware, during the year the Board, in conjunction with the Company’s advisers, ING Barings, has been giving active consideration to realise shareholder value, which amongst other lines of investigation included the possibility of a management buy-out of the Company.

No offer has been forthcoming at a level which the Board and its advisers believed would represent realistic and reasonable value to shareholders, particularly at a time of improving prospects for the Company.

Your Board has therefore concluded that this is not the best time for the Company to be seeking to sell the business, and as a consequence has ceased to pursue this course of action.

Board of Directors

During the year the Board has been strengthened by the appointment of Robert Sternick as Chief Executive and the retention of John Cresswell as an additional Non-Executive Director. Details of both appointments were provided in the half-year statement.

With the decision to terminate immediate disposal of the business and having virtually completed the restructuring and repositioning of its operations, I believe that it is now timely for the Company to seek a new Chairman to take the business forward to its next stage of development. I therefore intend to step down as Chairman and a Director of Company effective from the upcoming AGM. The Board, through its Nomination Committee, has commenced a search for a replacement and will keep shareholders informed of progress.

Current Trading and Prospects

As reported on 7 February 2002, trading in the current financial year has commenced satisfactorily despite continuing depressed market conditions in both the UK and the USA. Sales and profits to date are ahead of the previous year and in line with management’s expectations. New business prospects remain encouraging as manufacturers in increasingly diversified industries look to Infast’s growing range of value added services to help improve their own efficiencies. The new contracts in the UK and USA are performing well and already contributing to enhanced results. I am also pleased to report the recent award of a further substantial new contract with Perkins Engines Company Ltd to supply value added services, fasteners and related parts to their Peterborough facility commencing in June 2002.

The full contribution of these new contracts, together with the elimination of over £1.0m of annualised costs by the restructuring programme undertaken in 2001, principally in our manufacturing operations, gives the Board confidence for the Group’s prospects in 2002.

- Ends -

For further information please contact:

Infast Group plc 01452 880 500

Roger Leverton, Chairman

Robert Sternick, Chief Executive

Weber Shandwick Square Mile 020 7950 2800

Susan Ellis/ Stephanie Smart

 

 

 

Consolidated Profit and Loss Account

for the year ended 31 December 2001

Before

Before

Exceptional

Exceptional

Exceptional

Exceptional

Items

Items

Items

Items

2001

2001

2001

2000

2000

2000

Notes

£m

£m

£m

£m

£m

£m

Turnover

Continuing operations

128.1

-

128.1

123.9

-

123.9

Acquisition

6.0

-

6.0

-

-

-

134.1

-

134.1

123.9

-

123.9

Discontinued operations

8.5

-

8.5

45.1

-

45.1

2

142.6

-

142.6

169.0

-

169.0

Operating costs

Goodwill amortisation

(1.3)

-

(1.3)

(1.0)

-

(1.0)

Additional stock provisions

(1.0)

-

(1.0)

-

-

-

Other operating costs

(138.7)

(1.8)

(140.5)

(163.4)

(1.5)

(164.9)

Release of provision for closure costs

0.4

-

0.4

0.4

-

0.4

(140.6)

(1.8)

(142.4)

(164.0)

(1.5)

(165.5)

Operating profit/(loss)

Continuing operations

2.3

(1.8)

0.5

6.1

(1.5)

4.6

Acquisition

-

-

-

-

-

-

2.3

(1.8)

0.5

6.1

(1.5)

4.6

Discontinued operations

(0.3)

-

(0.3)

(1.1)

-

(1.1)

2

2.0

(1.8)

0.2

5.0

(1.5)

3.5

Loss on sale of businesses (discontinued operations):

(Deficit)/surplus to net assets

(1.0)

0.1

Goodwill previously written off now realised

(0.1)

(8.6)

3

(1.1)

(8.5)

Loss on ordinary activities before interest

(0.9)

(5.0)

Net interest

 

 

(0.8)

(1.0)

Loss on ordinary activities before taxation

(1.7)

(6.0)

Taxation on loss on

ordinary activities

4

(0.1)

(1.3)

Loss on ordinary activities after taxation

(1.8)

(7.3)

Dividends

6

(2.3)

(2.3)

Retained loss for the financial year

(4.1)

(9.6)

Basic loss per share (p)

7

(1.6)

(6.4)

Diluted loss per share (p)

7

(1.6)

(6.4)

Adjusted basic earnings

per share (p)

7

2.4

3.6

Consolidated Statement of Total Recognised Gains and Losses

for the year ended 31 December 2001

2001

2000

Audited

Audited

£m

£m

Loss for the financial year

(1.8)

(7.3)

Exchange adjustments

-

-

Total recognised gains and losses in the year

(1.8)

(7.3)

 

Group Balance Sheet

as at 31 December 2001

 

 

2001

 

2000

 

 

£m

 

£m

 

 

 

 

 

Fixed assets

 

 

 

 

Intangible assets

 

21.7

 

16.3

Tangible assets

 

15.0

 

18.7

Investments

 

2.3

 

2.3

 

 

39.0

 

37.3

 

 

 

 

 

Current assets

 

 

 

 

Stocks

 

25.0

 

23.4

Debtors

 

37.7

 

34.6

Cash at bank and in hand

 

0.2

 

6.4

 

 

 

 

 

 

 

62.9

 

64.4

Creditors

 

 

 

 

Amounts falling due within one year

 

(37.2)

 

(30.4)

 

 

 

 

 

Net current assets

 

25.7

 

34.0

 

 

 

 

 

Total assets less current liabilities

 

64.7

 

71.3

 

 

 

 

 

Creditors

 

 

 

 

Amounts falling due after more than one year

 

(10.3)

 

(13.2)

 

 

 

 

 

Provisions for liabilities and charges

 

(0.8)

 

(0.5)

 

 

 

 

 

 

 

53.6

 

57.6

 

 

 

 

 

Capital and reserves

 

 

 

 

Called up share capital

 

22.9

 

22.9

Share premium account

 

9.8

 

9.8

Other reserves

 

4.0

 

4.0

Profit and loss account

 

16.6

 

20.6

 

 

 

 

 

Equity shareholders’ funds

 

53.3

 

57.3

Equity minority interest

 

0.3

 

0.3

 

 

 

 

 

 

 

53.6

 

57.6

 

Summary Consolidated Cash Flow Statement

for the year ended 31 December 2001

 

 

 

 

 

 

 

2001

 

2000

 

 

Audited

 

Audited

 

 

£m

 

£m

 

 

 

 

 

Net cash inflow from operating activities

3.1

 

4.5

 

 

 

 

 

Returns on investments and servicing of finance

 

(0.7)

 

(1.1)

 

 

 

 

 

Tax paid

 

(0.3)

 

(0.6)

 

 

 

 

 

Capital expenditure and financial investment

 

 

 

 

 

 

 

 

 

Payments to acquire tangible fixed assets

 

(3.4)

 

(3.1)

Receipts from the disposal of tangible assets

 

5.2

 

1.0

 

 

 

 

 

Acquisitions and disposals

 

 

 

 

Purchase of subsidiary undertaking

 

(7.3)

 

 

Net borrowing acquired with subsidiary

 

(0.3)

 

 

Disposal of subsidiary undertakings

 

1.5

 

15.3

(Cash)/overdraft disposed

 

(0.3)

 

2.1

 

 

 

 

 

Equity dividends paid

 

(2.3)

 

(3.1)

 

 

 

 

 

Management of liquid resources

 

5.8

 

(4.7)

 

 

 

 

 

Net cash inflow before financing

 

1.0

 

10.3

 

 

 

 

 

Financing

 

 

 

 

 

 

 

 

 

Repayment of finance lease obligations

 

(1.3)

 

(1.9)

Repayment of Bank loans

 

-

 

(8.0)

Repayment of medium term loan

 

(2.5)

 

(2.3)

Repayment of loan notes

 

(1.1)

 

-

 

 

 

 

 

Net cash outflow from financing

 

(4.9)

 

(12.2)

 

 

 

 

 

 

 

 

 

 

Decrease in cash

(3.9)

(1.9)

 

 

 

 

 

Under FRS 1 (revised), cash is defined as cash in hand plus deposits less overdrafts, each of which are repayable on demand. Bank deposits which are not repayable on demand are treated as liquid resources, and not cash, in the cash flow statement but are netted off against bank overdrafts in the balance sheet where there is a right of set-off.

 

Notes to the accounts

  1. The accounts have been prepared in accordance with applicable accounting standards under the historical cost convention and using the accounting policies as set out on pages 27 to 29 of the Annual Report and Accounts 2000. The transitional arrangements for Financial Reporting Standard 17 (Retirement benefits) have been adopted and will be fully disclosed within the annual report, there are no new disclosures for the preliminary statement.
  2. The above results and these notes do not constitute statutory accounts (within the meaning of section 240 of the Companies Act 1985). The statutory accounts for 2000, on which the auditors gave an unqualified opinion, have been filed with the Registrar of Companies. The statutory accounts for 2001, on which an auditors’ unqualified report has been made, will be delivered to the Registrar following the Company’s forthcoming Annual General Meeting.

     

  3. Segmental analyses
  4. a. Analysis of turnover by class of business

     

     

     

    2001

     

    2000

     

     

     

    £m

     

    £m

    Continuing operations

     

     

     

     

    Fasteners

     

    134.1

     

    123.9

     

     

     

     

     

     

     

    134.1

     

    123.9

    Discontinued operations

     

    8.5

     

    45.1

     

     

     

     

     

     

     

    142.6

     

    169.0

     

    b. Analysis of operating profit/(loss) by class of business

     

     

     

    2001

     

    2000

     

     

     

    £m

     

    £m

    Continuing operations

     

     

     

     

    Fasteners

     

    4.6

     

    7.1

     

     

     

     

     

     

     

    4.6

     

    7.1

     

     

     

     

     

    Goodwill amortisation

     

    (1.3)

     

    (1.0)

    Additional stock provisions

     

    (1.0)

     

    -

    Operating exceptional items

     

    (1.8)

     

    (1.5)

     

     

    0.5

     

    4.6

     

     

     

     

     

    Discontinued operations

     

    (0.3)

     

    (1.1)

     

     

     

     

     

     

     

    0.2

     

    3.5

    Goodwill amortisation, additional stock provisions and operating exceptional items relate entirely to continuing fastener operations.

     

  5. Exceptional items

a. Continuing operations

Continuing operations exceptional items are £1.8m incurred in relation to the reorganisation of a fastener manufacturing operation. The cashflow impact of these exceptional items was £0.3m in respect of redundancy payments made.

The operating exceptional items of £1.5m incurred in 2000 include £1.0m of reorganisation costs in two fastener manufacturing operations and £0.5m of compensation for loss of office to the former Chief Executive.

 

  1. Non-operating exceptional items

These relate to the disposal of various businesses as follows:-

2001

Surplus/(deficit)

to net assets

Goodwill

realised

Profit/

(loss)

 

£m

£m

£m

 

 

 

 

MacLellan Integrated Services Inc. and Brandt Filtration Group Inc.

(1.6)

(0.1)

(1.7)

Sale of surplus land remaining after disposal of Nim-Cor in 1999

0.6

-

0.6

 

 

 

(1.0)

(0.1)

(1.1)

2000

 

 

 

 

£m

£m

£m

 

 

 

 

European Industrial Services

3.0

(7.4)

(4.4)

Cooper & Turner Ltd

(0.9)

-

(0.9)

Butterley Engineering Ltd

(2.0)

(1.2)

(3.2)

 

 

 

0.1

(8.6)

(8.5)

 

  1. Taxation

The tax charge is made up as follows:

 

2001

2000

 

£m

£m

 

 

 

UK

-

1.2

Overseas

0.1

0.2

 

 

 

 

0.1

1.4

 

 

 

Tax arising on sale of businesses

-

(0.1)

 

 

 

 

0.1

1.3

5. Net debt comprises:

 

2001

2000

 

£m

£m

 

 

 

Bank overdraft

3.8

-

Medium term loan

12.2

14.7

Loan notes

-

1.1

Finance leases

1.4

2.0

 

 

 

 

17.4

17.8

 

 

 

Less: cash at bank

(0.2)

(0.6)

short term deposits

-

(5.8)

 

 

 

Net debt

17.2

11.4

Of the gross amount repayable of £17.4m (2000: £17.8m), £12.2m is disclosed within creditors due after more than one year (2000: £13.1). The balance of £5.2m (2000: £4.7m) is included within net current assets.

6. Dividends

The proposed dividend of 1.2p (net) per Ordinary Share is payable on 5 July 2002 to shareholders on the register on 14 June 2002.

7. Earnings per share

 

(Loss)/earnings

(Loss)/earnings per share

 

2001

2000

2001

2000

 

£m

£m

pence

pence

 

 

 

 

 

Basic loss and loss per share

(1.8)

(7.3)

(1.6)

(6.4)

Basic loss and (loss)/earnings per share attributable to:

 

 

 

 

Loss on sale of businesses

1.1

8.5

1.0

7.4

Tax on loss on sale of businesses

-

(0.1)

-

(0.1)

Goodwill amortisation

1.3

1.0

1.1

0.9

Additional stock provisions

1.0

-

0.8

-

Operating exceptional items

1.8

1.5

1.6

1.3

Tax credit on operating exceptional items and

additional stock provisions

(0.8)

(0.5)

(0.7)

(0.4)

Discontinued operations (net of tax)

0.2

1.0

0.2

0.9

 

 

 

 

 

Adjusted basic earnings and earnings per share

2.8

4.1

2.4

3.6

The adjusted basic earnings per share is presented so as to show more clearly the underlying performance of the Group.

The calculation of diluted loss per share of 1.6p (2000: loss of 6.4p) is based on the Group loss of £1.8m (2000: loss of £7.3m) and on the diluted weighted average number of 20p ordinary shares in issue during the year of 114.3m (2000: 114.3m). The diluted weighted average number of 20p ordinary shares in issue is the same as the basic weighted average.

8. Reconciliation of net cash flow to movement in net debt

 

2001

2000

 

£m

£m

 

 

 

Decrease in cash as shown in cash flow statement

(3.9)

(1.9)

Adjust for:

Repayment of bank loans

Repayment of medium term loan

Finance lease repayments

Cash held on short term deposit

Repayment on loan notes

 

 

-

8.0

2.5

2.3

1.3

1.9

(5.8)

4.7

1.1

-

Change in net debt resulting from cash flow

(4.8)

15.0

 

 

 

Finance leases transferred on disposal of subsidiary undertakings

0.1

0.8

New finance leases

(0.8)

(0.6)

Exchange movements

(0.3)

(0.5)

Movement in net debt in the year

(5.8)

14.7

Net debt as at 1 January 2000

(11.4)

(26.1)

Net debt as at 31 December 2001

(17.2)

(11.4)

9. Reconciliation of operating profit/(loss) to net cash inflow/(outflow) from operating activities

 

 

2001

2000

 

£m

£m

 

 

 

Operating profit/(loss)

0.2

3.5

Depreciation

3.0

3.9

Amortisation of goodwill

1.3

1.0

Profit on sale of tangible fixed assets

(0.1)

(0.1)

Movement in net current assets

(1.6)

(3.7)

Exchange adjustments

0.3

(0.1)

Net cash inflow from operating activities

3.1

4.5