24th Nov 2010 07:00
24 November 2010
Hampson Industries PLC
Unaudited results for the six month period ended 30 September 2010
Hampson Industries PLC ("Hampson" or "the Group"), the international aerospace group, announces interim results for the six month period ended 30 September 2010.
Corporate highlights
·; Norman Jordan joins as CEO from Labinal SA
·; Increased activity as anticipated, and record ($53 million) tooling contract secured in the period
·; Profits held back by lower volumes, impact of legacy contracts and operational efficiency issues at Odyssey
·; Continuing programme of operational improvement actions
·; Borrowing covenants successfully renegotiated to provide increased headroom
·; Options well progressed to further strengthen the Group's capital base, including potential asset disposals
Financial highlights
Six months to 30 September 2010 | Six months to 30 September 2009 |
Change % | |
Continuing operations: | |||
Revenue | £96.1m | £92.8m | +4% |
Trading profit* | £7.8m | £15.8m | -50% |
Operating profit | £4.1m | £18.2m | -78% |
Profit before tax - statutory basis | £1.3m | £14.8m | -91% |
Adjusted profit before tax* | £4.4m | £12.3m | -64% |
Earnings per share - statutory basis | 0.40p | 6.63p | -94% |
Adjusted earnings per share* | 1.21p | 5.48p | -78% |
Dividend per share - interim | 0.00p | 0.80p | -100% |
Cash (used in)/generated from operations | £(0.3m) | £11.1m | -103% |
Net debt | £89.0m | £140.7m | -37% |
Exchange rates (GBP 1 = US$): | |||
Average for period | 1.52 | 1.60 | |
Period end | 1.58 | 1.59 |
* Trading profit, profit before tax and earnings per share are all stated to reflect the continuing operations of the Group before restructuring and rationalisation charges, impairment charges, gains and losses on disposal or closure of businesses, changes in the net fair value of financial instruments and amortisation of intangible assets on acquisition. The Directors believe that exclusion of these items allows trends in the performance of the Group's continuing business to be more easily identified and understood.
Chief Executive Norman Jordan commented:
"Since joining Hampson, I have been impressed with the sheer depth of technology and the breadth of capability of our businesses as well as the professionalism and commitment of our people.
"While there are many steps that we can and will be taking to improve our performance, the Group's core strategy is soundly-based and well-focussed with undoubted potential for growth."
Commenting further, Chairman Chris Geoghegan said:
"Although the macro environment for our business is improving, the Board considers it appropriate at this stage to remain cautious with respect to the rate of margin improvement.
"In the short term, considerable focus continues to be placed on operational improvement initiatives as well as other options to strengthen the business and maximise cash generation, including potential asset disposals. The Board anticipates that the performance improvement initiatives being taken will contribute to improved results in the second half."
Further information:
Norman Jordan, Chief Executive +44 (0)1384 472 941
Howard Kimberley, Finance Director +44 (0)1384 472 946
Marylene Guernier, M:Communications +44 (0)20 7920 2369
Cautionary Statement
This Half Year Report and accompanying announcement contains forward-looking statements that are based on current expectations or beliefs, as well as assumptions about future events. These forward-looking statements can be identified by the fact that they do not relate only to historical or current facts. Forward-looking statements often use words such as anticipate, target, expect, estimate, intend, plan, goal, believe, will, may, should, would, could or other words of similar meaning. Undue reliance should not be placed on any such statements because they speak only as at the date of this document and, by their very nature, they are subject to known and unknown risks and uncertainties and can be affected by other factors that could cause actual results, and Hampson's plans and objectives, to differ materially from those expressed or implied in the forward-looking statements.
There are a number of factors which could cause actual results to differ materially from those expressed or implied in forward-looking statements. Among the factors that could cause actual results to differ materially from those described in the forward-looking statements are; increased competition, the loss of or damage to one or more key customer relationships, engineering-led or other delays in the development or launch of major new aerospace programmes, changes to customer ordering patterns, delays in obtaining customer approvals for engineering or price level changes, the failure of one or more key suppliers, the outcome of business or industry restructuring, the outcome of any litigation, changes in economic conditions, currency fluctuations, changes in interest and tax rates, changes in raw material or energy market prices, changes in laws, regulations or regulatory policies, developments in legal or public policy doctrines, technological developments, the failure to retain key management, or the key timing and success of major investment projects.
Hampson undertakes no obligation to revise or update any forward-looking statement contained within this announcement, regardless of whether those statements are affected as a result of new information, future events or otherwise, save as required by law and regulations.
Hampson Industries PLC
Half Year Report 2010
Chairman's Statement
Revenue from continuing operations increased by 4% year-on-year to £96.1 million in the six month period ended 30 September 2010. On a constant currency, like-for-like basis, the increase was 11%.
Trading conditions have in general continued to improve since the previous year end, with a rebound in tooling demand, which, although anticipated, occurred later than we had hoped.
Despite improved overall activity, profitability in the first half was held back, as we have previously indicated, by lower volumes, legacy contracts and efficiency issues at Odyssey, our largest facility. In light of these factors, Group trading profit declined by 50% year-on-year to £7.8 million and adjusted profit before tax, at £4.4 million, was 64% lower than in the first half of 2009/10. Adjusted earnings per share ("EPS") declined to 1.21p, with statutory EPS 94% lower at 0.40p.
Although the individual shortfall at Odyssey was disappointing, the strength and depth of our combined offering in tooling and composites has helped us achieve success in the period with some significant contract wins that leave us well positioned going into the second half.
Performance in the period was otherwise in line with the Board's expectations, with improved results in the shim businesses and at Coast broadly offsetting the impact of some delayed US defence contracts.
We were pleased to welcome Norman Jordan to the Group and to the Board as Chief Executive on 1 September 2010. Norman's appointment follows the action we took earlier in the period to strengthen our management team in tooling. He joins us from Labinal SA, where he was personally instrumental in building close strategic relationships with both Boeing and Airbus.
The Board is confident that with Norman's experience, market knowledge and operational credentials, the Group will move forward with positive momentum. Although he has been with the Group less than three months, good progress has already been achieved in assessing operational and strategic priorities and in instigating change where necessary.
We indicated in early September that, following the capture of our largest ever tooling contract, we would continue to keep performance under our borrowing covenants under close review. Since that statement we have successfully renegotiated the terms of our committed borrowing facilities to provide additional covenant headroom over the next 12 months on favourable terms.
The additional financing flexibility that these new terms will provide will help ensure we can continue to take advantage of growth opportunities under the Group's new leadership as our core markets continue to recover.
As previously announced, strengthening our capital base through internal cash generation remains a key strategic priority. Preparatory work on a range of options is well progressed, including potential asset disposals, if full value can be achieved.
Although the Board is sensitive to the importance of dividends to shareholders we believe, in light of our strategic focus on debt reduction, that it is prudent to retain financial resources within the Group at the current time. Accordingly, no interim dividend is being declared.
In June 2010, we exited our Automotive Turbocharger business. Despite the relatively modest size of this transaction, it marks a strategically significant step in our transformation to a group that is now focused entirely on aerospace, a market with clear long term growth characteristics. With our strong positioning in composites, including our global leadership position in the market for large, critical tolerance component and assembly tooling solutions, the Board continues to believe that the Group is very well positioned for the future.
Although the macro environment for our business is improving, the Board considers it appropriate at this stage to remain cautious with respect to the rate of margin recovery. In the short term, considerable focus continues to be placed on operational improvement initiatives to generate cost reduction and efficiency savings as well as to maximise cash generation. The Board anticipates that these initiatives will collectively contribute to improved results in the second half.
We remain confident in our strategy, and believe that our strong market leadership position and success in winning new work will deliver attractive returns for our stakeholders in the longer term.
Chris Geoghegan
Chairman
24 November 2010
In addition to the "statutory" measures of profit, reference is made throughout this document to the impact on the continuing Group's profit before tax and earnings per share of excluding the following items; restructuring and rationalisation charges, impairment charges, gains and losses on disposal or closure of businesses, amortisation of intangible assets arising on acquisition, changes in the net fair value of financial instruments and the results of discontinued operations. The Directors believe that exclusion of these items allows trends in the performance of the Group's continuing business to be more easily identified and understood. Reference is made throughout to the terms "trading profit", "adjusted profit before tax" and "adjusted earnings per share", which are defined, respectively, as operating profit, profit before tax and earnings per share adjusted to exclude all of the fore-going items.Business Review
Hampson is a global aerospace corporation, specialising in the supply of highly engineered products, using advanced technologies and processes to deliver innovative solutions and world class value to our customers worldwide.
Group Performance
Revenue for the six month period to 30 September 2010 was £96.1 million, a headline increase of £3.3 million (4%) compared with the first half of the previous year. This reflected a £12.7 million increase in revenue from the Aerospace Composites & Transparencies division, partially offset by a headline reduction in Aerospace Components & Structures. The latter was due to the inclusion in the comparative six month period of results for Hampson Aerospace Machining Limited ("HAML"), which was divested in August 2009. On a like-for-like, constant currency basis, total Group revenue was £8.8 million (11%) higher.
The Group's total order book currently remains strong, at £133 million, of which £111 million falls due for delivery within the next 12 months. Gross new orders of £136 million were received in the period.
Group trading profit reduced by £8.0 million (50%) to £7.8 million for the six months to 30 September 2010 compared with the equivalent period in 2009. This reduction was principally due to lower volumes, the impact of legacy contracts and adverse operational efficiency issues at Odyssey.
The results for the six month period to 30 September 2010 were translated at an average rate of exchange of GBP1 = US$ 1.52 (year ended 31 March 2010: GBP1 = US$ 1.60, six months ended 30 September 2009: GBP1 = US$ 1.60). On a constant currency basis with that of the comparative half year, trading profit in 2010 would have been £0.4 million lower.
On a statutory basis, operating profit decreased by £14.1million (78%) over the equivalent half year period in 2009 which, in addition to the factors noted above, was due to an exceptional charge of US$5.0 million (£3.3 million) in respect of loss making contracts identified as part of a major restructuring at the Group's largest facility. The shortfall compared to 2009 was further magnified by a net reduction in the benefit arising from favourable movements in the fair values of derivative financial instruments between the two periods, of £3.7 million. Operating profit in 2009 also benefitted from a gain of £0.6 million arising on the disposal of HAML in August 2009.
Net financing costs reduced by £0.6 million to £2.8 million over the six month period to 30 September 2010. This was due entirely to a favourable movement in the net fair value of derivative financial instruments.
Profit before tax for the six month period to 30 September 2010 decreased by £13.5 million (91%) to £1.3 million on a statutory basis.
The Group's overall effective rate of tax on profits for the period reduced to 14%. This reduction was due to the availability of certain reliefs. As a result largely of available deductions arising from acquisition-related tax elections which should continue to benefit the Group for the foreseeable future, the Group is not currently in a cash tax paying position.
Adjusted earnings per share reduced by 4.27p to 1.21p and on a statutory basis by 6.23p to 0.40p. In addition to the reduced level of profitability, earnings per share were diluted by the further issues of ordinary shares in February 2010.
Aerospace Composites & Transparencies
Revenue in the Aerospace Composites & Transparencies division increased by £12.7 million (20%). This reflected a near doubling of revenue at the Group's Coast Composites facility and a material increase at GTS compared with the equivalent period in 2009, offset by a significant shortfall at the Odyssey facility.
Trading profit, however, reduced by £10.0 million to £7.1 million largely due to volume shortfalls, the impact of legacy contracts and adverse efficiency issues at Odyssey, as previously indicated. Results in 2009 included a non recurring benefit of £1.7 million arising from provision movements.
With the introduction of SAP and Norman Jordan's arrival, we have identified a number of issues with the business around the quotation process, materials procurement, and capacity planning which have led to reduced operating efficiencies and consequently adversely impacted margin performance. In response to these issues we have moved quickly to put in place a number of corrective actions, including restructuring the local management team, deploying new processes and consolidating a number of key business support functions to deliver improved competitiveness. We have also undertaken a detailed exercise as part of this restructuring activity to identify potential loss making contracts and have taken a one-off exceptional charge of US$5.0 million (£3.3 million) as a result.
Our SAP implementation forms a key element of the Group's internal operational improvement strategy involving the deployment of a common IT back-bone across our larger businesses. SAP was successfully implemented at our Odyssey facility to planned cost and schedule but only went live at the end of the first half period. We expect this world-class enterprise resource planning system to make a significant contribution to improved operating efficiencies at Odyssey in the second half.
With demand for the fabrication of large, primary aircraft structures out of carbon materials increasing, our strategy is seeing us win contracts of increased complexity and higher individual value as we begin to differentiate ourselves more clearly from our competitors. We expect this to have a positive impact on our margins in the medium term, driving performance to high double-digit levels across all of our tooling operations.
The successful receipt of our largest ever (US$53 million) tooling contract in early September 2010 followed many months of hard work by our teams and demonstrates the unique value proposition that we can now offer to our major airframe customers. The contract, which will provide work for three of our North American facilities, combines the fabrication of advanced, high temperature carbon structures at our recently expanded CHI facility with our established tooling design, large machining and assembly capability, provided by Coast Composites and Odyssey.
Across our composite component businesses, Texstars has seen some delay in the timing of award of US military contracts which has also modestly impacted our first half performance. Order intake has started to pick up in recent months, with CHI in particular, gaining further share of high temperature composite engine component business on a major US military programme.
Aerospace Components & Structures
The Group's Aerospace Structures and Components businesses performed well overall in the first half.
Although headline revenue reduced by £9.3 million (33%) in the period, excluding the impact of the mid-period disposal of HAML in 2009, revenues were broadly flat compared with the prior period.
Headline trading profit for the six month period increased by £0.8 million. On a like-for-like basis, the increase was £1.3 million. These results reflected another strong performance delivered by the Group's shim businesses as a result of strengthening commercial aircraft build rates and some destocking in the comparative period. This offset a weaker performance in our UK aero-structures operation where action continues to be taken to reduce the cost base in light of lower activity following the loss of Airbus work in a previous period.
Funding and Liquidity
During the six month period, £3.1 million of the Group's committed borrowing facilities were prepaid and cancelled following the divestment of the Automotive Turbocharger business. £48.6 million of the Group's committed borrowing facilities (excluding lease facilities) remained undrawn as at 30 September 2010.
Net indebtedness at 30 September 2010 stood at £89.0 million, an increase of £6.7 million from the previous year end. The increase results primarily from a net increased investment in working capital as activity levels have improved in the period, and capital investment of £3.9 million. The cash cost of settling an interest rate swap of £3.8 million and net debt service payments of £3.2 million were the other principal sources of cash absorption in the period. In addition to adjusted EBITDA of £10.6 million, positive cash flows in the period included a tax refund of £2.9 million and net proceeds from disposals of £1.6 million. Actions to generate improved cash flow remain a key management focus.
Balance sheet gearing (net indebtedness expressed as a percentage of shareholders' equity), increased by 6 percentage points to 35% reflecting both the increase in indebtedness and the impact of adverse currency fluctuations upon retranslation of the Group's US dollar denominated assets at 30 September 2010.
Interest cover (trading profit divided by net financing costs excluding unamortised debt issuance costs and changes in the net fair value of derivative financial instruments - interest instruments) on a trailing twelve month basis was 3.90 times, compared with the covenanted ratio of greater than 3.50 times. The ratio of net indebtedness to EBITDA (trading profit before depreciation and amortisation) on a trailing twelve month basis ("leverage covenant") was 3.00 times, compared with the covenanted ratio of less than 3.50 times.
In light of the reduced headroom against its financial covenants, the Group has agreed certain amendments with its senior lenders. As a result of these amendments, the leverage covenant that will apply for each of the next four measurement quarters will fall in the range 3.95 times to 4.57 times, (thereafter returning to 3.00 times) and the interest cover covenant that will apply, will fall in the range 2.70 times to 3.10 times (thereafter returning to 3.50 times). As noted above, the Board intends to seek to reduce the absolute level of the Group's current and future indebtedness and is currently considering a range of initiatives to achieve this. This may include selective asset disposals, if full value can be achieved from such a strategy.
Dividend
The Board considers that the need to reduce the Group's indebtedness from current levels must remain a key strategic priority and hence that it is prudent to retain financial resources within the Group at the current time. Accordingly, no interim dividend is being declared.
Principal risks and uncertainties
In common with all trading businesses, the Group is exposed to a variety of risks in the conduct of its normal business operations. Set out on pages 24 to 31 of the Group's Annual Report for the year ended 31 March 2010 is a summary of some of the most important risks and uncertainties which, in the opinion of the Directors, could impact its performance. These are equally applicable to the current financial year of which the period covered by these condensed financial statements forms part. Although it is not possible to completely record or quantify every risk that the Group faces, on a short term, forward-looking basis over the remainder of this financial year, a key area of potential risk and uncertainty relates to the size and timing of receipt of further tooling orders, which have a significant impact on the Group's potential future revenue generation and profitability. Significant further delays by customers in the award of purchase orders could also increase the risk of an impairment of goodwill being required due to the carrying value of the assets of a cash generating unit being higher than their recoverable amount. Other principal risks and uncertainties include those related to the global economic environment, funding and liquidity, cyclical markets, market competition, customer concentration, programme dependencies & relationships, commercial dispute resolution and litigation and interest rate and foreign exchange risk. The Group seeks to put in place strategies and actions to mitigate the potential effect of these risks wherever practical.
Directors' Responsibility Statement
The Directors confirm that to the best of their knowledge:
·; The condensed set of financial statements has been prepared in accordance with IAS 34 'Interim Financial Reporting' as endorsed and adopted by the EU;
·; The Interim Management Report includes a fair review of the information required by:
(a) DTR 4.2.7R of the Disclosure and Transparency Rules, being an indication of important events that have occurred during the first six months of the financial year and their impact on the condensed set of financial statements; and a description of the principal risks and uncertainties for the remaining six months of the year; and
(b) DTR 4.2.8R of the Disclosure and Transparency Rules, being related party transactions that have taken place in the first six months of the current financial year and that have materially affected the financial position or performance of the entity during that period; and any changes in the related party transactions described in the last annual report that could do so.
The Directors of Hampson Industries PLC as at 9 June 2010 are listed in the Group's Annual Report for the year ended 31 March 2010 on pages 36 and 37. During the period Mr Kim Ward retired as Director on 31 July 2010, and Mr Norman Jordan was appointed as Director on 1 September 2010. There have been no other changes to Directors during the period.
By order of the Board:
Chris Geoghegan Norman Jordan Howard Kimberley
Chairman Chief Executive Finance Director
24 November 2010 24 November 2010 24 November 2010
Condensed Consolidated Income Statement
For the half year ended
Unaudited | ||||
30 September 2010 | 30 September 2010 | 30 September 2010 | ||
| Before adjustments* | Adjustments* | Total | |
| Notes | £'000 | £'000 | £'000 |
Continuing operations | ||||
Revenue | 3 | 96,135 | - | 96,135 |
Operating profit | 4 | 7,826 | (3,731) | 4,095 |
Analysed as: | ||||
Trading profit | 7,826 | - | 7,826 | |
Restructuring and rationalisation charges | 5 | - | (707) | (707) |
Impairment charges | 5 | - | (3,288) | (3,288) |
Gains and losses on disposal or closure of businesses | 5 | - | - | - |
Changes in net fair value of derivative financial instruments - non interest instruments | 5 | - | 719 | 719 |
Amortisation of intangible assets on acquisition | 5 | - | (455) | (455) |
Net financing costs | (3,450) | 658 | (2,792) | |
Analysed as: | ||||
Financial income | 475 | - | 475 | |
Financial expense | (3,925) | - | (3,925) | |
Restructuring and rationalisation charges | 5 | - | - | - |
Changes in net fair value of derivative financial instruments - interest instruments | 5 | - | 658 | 658 |
Profit before taxation | 4,376 | (3,073) | 1,303 | |
Taxation | 7 | (182) | ||
Profit after taxation | 1,121 | |||
Discontinued operations | ||||
Post tax results from discontinued operations | 8 | (10,748) | ||
Loss for the financial period | (9,627) | |||
Attributable to: | ||||
- Equity shareholders of the parent company | (9,627) | |||
(9,627) | ||||
Earnings per 25p ordinary share | ||||
Continuing Operations: | ||||
Basic | 10 | 0.40p | ||
Diluted | 10 | 0.40p | ||
Discontinued Operations: | ||||
Basic | 10 | (3.87p) | ||
Diluted | 10 | (3.87p) | ||
Total Operations: | ||||
Basic | 10 | (3.47p) | ||
Diluted | 10 | (3.47p) |
* Adjustments relate to restructuring and rationalisation charges, impairment charges, gains and losses arising from the disposal or closure of businesses that do not meet the criteria to be classified as discontinued operations under IFRS 5, changes in net fair value of derivative financial instruments required under IAS 39 and amortisation of intangible assets on acquisition required under IFRS 3.
Condensed Consolidated Income Statement
For the half year ended
Unaudited & re-presented (note 1) | ||||
30 September 2009 | 30 September 2009 | 30 September 2009 | ||
| Before adjustments* | Adjustments* | Total | |
| Notes | £'000 | £'000 | £'000 |
Continuing operations | ||||
Revenue | 3 | 92,814 | - | 92,814 |
Operating profit | 4 | 15,787 | 2,422 | 18,209 |
Analysed as: | ||||
Trading profit | 15,787 | - | 15,787 | |
Restructuring and rationalisation charges | 5 | - | - | - |
Impairment charges | 5 | - | - | - |
Gains and losses on disposal or closure of businesses | 5 | - | 585 | 585 |
Changes in net fair value of derivative financial instruments - non interest instruments | 5 | - | 4,444 | 4,444 |
Amortisation of intangible assets on acquisition | 5 | - | (2,607) | (2,607) |
Net financing costs | (3,509) | 119 | (3,390) | |
Analysed as: | ||||
Financial income | 205 | - | 205 | |
Financial expense | (3,714) | - | (3,714) | |
Restructuring and rationalisation charges | 5 | - | - | - |
Changes in net fair value of derivative financial instruments - interest instruments | 5 | - | 119 | 119 |
Profit before taxation | 12,278 | 2,541 | 14,819 | |
Taxation | 7 | (4,299) | ||
Profit after taxation | 10,520 | |||
Discontinued operations | ||||
Post tax results from discontinued operations | 8 | (1,093) | ||
Profit for the financial period | 9,427 | |||
Attributable to: | ||||
- Equity shareholders of the parent company | 9,427 | |||
9,427 | ||||
Earnings per 25p ordinary share | ||||
Continuing Operations: | ||||
Basic | 10 | 6.63p | ||
Diluted | 10 | 6.51p | ||
Discontinued Operations: | ||||
Basic | 10 | (0.69p) | ||
Diluted | 10 | (0.68p) | ||
Total Operations: | ||||
Basic | 10 | 5.94p | ||
Diluted | 10 | 5.83p |
* Adjustments relate to restructuring and rationalisation charges, impairment charges, gains and losses arising from the disposal or closure of businesses that do not meet the criteria to be classified as discontinued operations under IFRS 5, changes in net fair value of derivative financial instruments required under IAS 39 and amortisation of intangible assets on acquisition required under IFRS 3.
Condensed Consolidated Income Statement
For the year ended
Re-presented (note 1) | ||||
31 March 2010 | 31 March 2010 | 31 March 2010 | ||
| Before adjustments* | Adjustments* | Total | |
| Notes | £'000 | £'000 | £'000 |
Continuing operations | ||||
Revenue | 3 | 169,090 | - | 169,090 |
Operating profit | 4 | 32,477 | 825 | 33,302 |
Analysed as: | ||||
Trading profit | 32,477 | - | 32,477 | |
Restructuring and rationalisation charges | 5 | - | (3,712) | (3,712) |
Impairment charges | 5 | - | (2,854) | (2,854) |
Gains and losses on disposal or closure of businesses | 5 | - | 6,147 | 6,147 |
Changes in net fair value of derivative financial instruments - non interest instruments | 5 | - | 4,282 | 4,282 |
Amortisation of intangible assets on acquisition | 5 | - | (3,038) | (3,038) |
Net financing costs | (7,285) | (2,764) | (10,049) | |
Analysed as: | ||||
Financial income | 891 | - | 891 | |
Financial expense | (8,176) | - | (8,176) | |
Restructuring and rationalisation charges | 5 | - | (3,253) | (3,253) |
Changes in net fair value of derivative financial instruments - interest instruments | 5 | - | 489 | 489 |
Profit before taxation | 25,192 | (1,939) | 23,253 | |
Taxation | 7 | (6,113) | ||
Profit after taxation | 17,140 | |||
Discontinued operations | ||||
Post tax results from discontinued operations | 8 | (627) | ||
Profit for the financial year | 16,513 | |||
Attributable to: | ||||
- Equity shareholders of the parent company | 16,513 | |||
16,513 | ||||
Earnings per 25p ordinary share | ||||
Continuing Operations: | ||||
Basic | 10 | 9.98p | ||
Diluted | 10 | 9.93p | ||
Discontinued Operations: | ||||
Basic | 10 | (0.36p) | ||
Diluted | 10 | (0.36p) | ||
Total Operations: | ||||
Basic | 10 | 9.62p | ||
Diluted | 10 | 9.57p |
* Adjustments relate to restructuring and rationalisation charges, impairment charges, gains and losses arising from the disposal or closure of businesses that do not meet the criteria to be classified as discontinued operations under IFRS 5, changes in net fair value of derivative financial instruments required under IAS 39 and amortisation of intangible assets on acquisition required under IFRS 3.
Condensed Consolidated Statement of Comprehensive Income
For the periods ending
Unaudited | |||
Half year to 30 September 2010 | Half year to 30 September 2009 | Year to 31 March 2010 | |
£'000 | £'000 | £'000 | |
(Loss)/profit for the financial period | (9,627) | 9,427 | 16,513 |
Other comprehensive income: | |||
- Foreign exchange translation differences | (16,558) | (39,327) | (20,542) |
- Actuarial (losses)/gains on retirement benefit scheme - gross | (545) | (77) | 13 |
- Deferred taxation related thereto | 147 | 22 | (4) |
Total comprehensive expense for the period | (26,583) | (29,955) | (4,020) |
|
|
| |
Attributable to: |
|
|
|
- Equity shareholders of the parent company | (26,583) | (29,955) | (4,020) |
(26,583) | (29,955) | (4,020) |
Condensed Consolidated Balance Sheet
As at
Unaudited | |||
30 September 2010 | 30 September 2009 | 31 March 2010 | |
£'000 | £'000 | £'000 | |
Assets | |||
Non-current assets | |||
Goodwill | 269,545 | 267,412 | 283,133 |
Intangible assets | 21,203 | 20,861 | 22,362 |
Property, plant and equipment | 37,710 | 45,212 | 48,416 |
Deferred tax assets | 3,086 | 6,806 | 3,086 |
331,544 | 340,291 | 356,997 | |
Current assets | |||
Inventories | 23,531 | 29,857 | 36,426 |
Trade and other receivables - due within one year | 41,916 | 43,324 | 33,488 |
Financial assets - derivatives | 686 | 103 | - |
Current tax assets | - | 731 | - |
Cash and cash equivalents | 13,339 | 27,925 | 16,878 |
79,472 | 101,940 | 86,792 | |
Total assets | 411,016 | 442,231 | 443,789 |
Liabilities | |||
Current liabilities | |||
Trade and other payables | (41,693) | (47,412) | (45,791) |
Financial liabilities - derivatives | (2,861) | (15,392) | (8,277) |
Current tax liabilities | (4,253) | - | (1,411) |
Provisions | (2,933) | (8,616) | (3,057) |
(51,740) | (71,420) | (58,536) | |
Non-current liabilities | |||
Financial liabilities - borrowings | (94,255) | (160,850) | (91,380) |
Deferred tax liabilities | (6,750) | (5,106) | (6,999) |
Provisions | (1,634) | - | (2,120) |
Retirement benefit liabilities | (1,939) | (1,531) | (1,463) |
(104,578) | (167,487) | (101,962) | |
Total liabilities | (156,318) | (238,907) | (160,498) |
Net assets | 254,698 | 203,324 | 283,291 |
Equity | |||
Called up share capital | 69,432 | 39,659 | 69,432 |
Reserves | 185,266 | 163,665 | 213,859 |
Total equity | 254,698 | 203,324 | 283,291 |
Condensed Consolidated Statement of Changes in Equity
Reserves | ||||||
Share capital | Share premium | Share based payment reserve | Exchange reserve | Retained earnings | Total equity | |
Unaudited | £'000 | £'000 | £'000 | £'000 | £'000 | £'000 |
At 1 April 2010 | 69,432 | 148,993 | 914 | 58,925 | 5,027 | 283,291 |
Total comprehensive (expense)/income for the period | - | - | - | (16,558) | (10,025) | (26,583) |
Issue of ordinary share capital | - | - | - | - | - | - |
Dividends | - | - | - | - | (2,500) | (2,500) |
Share based payments charge | - | - | 490 | - | - | 490 |
Issue of share options | - | - | - | - | - | - |
At 30 September 2010 | 69,432 | 148,993 | 1,404 | 42,367 | (7,498) | 254,698 |
Reserves | ||||||
Share capital | Share premium | Share based payment reserve | Exchange reserve | Retained earnings | Total equity | |
Unaudited | £'000 | £'000 | £'000 | £'000 | £'000 | £'000 |
At 1 April 2009 | 39,659 | 123,237 | 805 | 79,467 | (7,687) | 235,481 |
Total comprehensive (expense)/income for the period | - | - | - | (39,327) | 9,372 | (29,955) |
Issue of ordinary share capital | - | - | - | - | - | - |
Dividends | - | - | - | - | (2,538) | (2,538) |
Share based payments charge | - | - | 336 | - | - | 336 |
Issue of share options | - | - | - | - | - | - |
At 30 September 2009 | 39,659 | 123,237 | 1,141 | 40,140 | (853) | 203,324 |
Reserves | ||||||
Share capital | Share premium | Share based payment reserve | Exchange reserve | Retained earnings | Total equity | |
£'000 | £'000 | £'000 | £'000 | £'000 | £'000 | |
At 1 April 2009 | 39,659 | 123,237 | 805 | 79,467 | (7,687) | 235,481 |
Total comprehensive (expense)/income for the period | - | - | - | (20,542) | 16,522 | (4,020) |
Issue of ordinary share capital | 29,773 | 25,756 | - | - | - | 55,529 |
Dividends | - | - | - | - | (3,808) | (3,808) |
Share based payments charge | - | - | 372 | - | - | 372 |
Issue of share options | - | - | (263) | - | - | (263) |
At 31 March 2010 | 69,432 | 148,993 | 914 | 58,925 | 5,027 | 283,291 |
Condensed Consolidated Cash Flow Statement
For the periods ending
Unaudited | |||
Half year to 30 September 2010 | Half year to 30 September 2009 | Year to 31 March 2010 | |
£'000 | £'000 | £'000 | |
Cash flows from operating activities | |||
Cash (used in)/generated from operations | (314) | 11,108 | 24,615 |
Interest received | 291 | 205 | 631 |
Interest paid | (3,451) | (3,478) | (7,483) |
Termination of interest financial instruments | (3,796) | - | - |
Tax received/(paid) | 2,864 | (102) | 5,364 |
Net cash (used in)/from operating activities | (4,406) | 7,733 | 23,127 |
Cash flows from investing activities | |||
Acquisitions (net of cash acquired) | - | (22,408) | (22,930) |
Disposals (net of cash disposed) | 1,607 | 24,168 | 23,980 |
Purchase of property, plant and equipment | (2,877) | (3,631) | (7,153) |
Purchase of intangible assets | (748) | (687) | (1,443) |
Proceeds on sale of property, plant and equipment | 12 | 11 | 67 |
Development costs | (320) | (171) | (787) |
Net cash used in investing activities | (2,326) | (2,718) | (8,266) |
Cash flows from financing activities | |||
Net proceeds from issue of ordinary share capital | - | - | 55,464 |
New borrowings | 16,256 | 23,000 | 23,000 |
Costs of refinancing | - | - | (3,253) |
Dividends paid | - | - | (3,745) |
Finance lease principal payments | (1,279) | (457) | (1,039) |
Finance lease interest payments | (135) | (123) | (250) |
Repayments of loans | (10,705) | (16,669) | (87,767) |
Net cash flow used in financing activities | 4,137 | 5,751 | (17,590) |
Currency variations on cash and cash equivalents | (944) | (1,623) | 825 |
(Decrease)/increase in cash and cash equivalents | (3,539) | 9,143 | (1,904) |
Cash and cash equivalents at the beginning of the period | 16,878 | 18,782 | 18,782 |
Cash and cash equivalents at the end of the period | 13,339 | 27,925 | 16,878 |
Reconciliation of movement in cash and cash equivalents to movement in net debt
For the periods ending
Unaudited | |||
Half year to 30 September 2010 | Half year to 30 September 2009 | Year to 31 March 2010 | |
£'000 | £'000 | £'000 | |
Movement in cash and cash equivalents | (3,539) | 9,143 | (1,904) |
Net (proceeds)/repayments of borrowings | (5,551) | (6,331) | 64,767 |
Currency variations on borrowings | 1,317 | 3,933 | 2,286 |
Finance lease payments | 1,279 | 457 | 1,039 |
New finance leases | (63) | (2,396) | (2,777) |
Other movements in net debt | (163) | (166) | (327) |
Movement in period | (6,720) | 4,640 | 63,084 |
Net debt at beginning of period | (82,305) | (145,389) | (145,389) |
Net debt at end of period | (89,025) | (140,749) | (82,305) |
Other movements in net debt reflect movements in the unamortised issuance costs in relation to borrowings within the Group.
Condensed Cash Flow from Operating Activities
For the periods ending
Unaudited | |||
Half year to 30 September 2010 | Half year to 30 September 2009 | Year to 31 March 2010 | |
£'000 | £'000 | £'000 | |
Continuing operations | |||
Profit before tax | 1,303 | 14,819 | 23,253 |
Add back: financial expense | 2,792 | 3,390 | 10,049 |
Operating profit | 4,095 | 18,209 | 33,302 |
Depreciation of property, plant and equipment | 2,396 | 2,663 | 4,782 |
Amortisation of intangible assets | 869 | 3,009 | 3,823 |
Amortisation of government grants | - | (1,081) | (1,081) |
Impairment charges | 3,288 | - | 2,854 |
Results of discontinued operations | (1,509) | (1,255) | (420) |
(Gain)/loss on sale of property, plant and equipment | - | - | (46) |
Share based payments | 490 | 600 | 372 |
Decrease/(increase) in inventories | 7,646 | 62 | (7,414) |
(Increase)/decrease in trade and other receivables | (11,231) | 7,258 | 16,397 |
Decrease in trade and other payables | (4,060) | (7,113) | (12,771) |
(Decrease)/increase in provisions | (610) | (6,177) | 2,114 |
Contribution to defined benefit pension schemes | (40) | (38) | (64) |
Gains on sale of business | - | (585) | (6,147) |
Movement in derivative financial instruments | (1,648) | (4,444) | (11,086) |
Cash (used in)/generated from operations | (314) | 11,108 | 24,615 |
Reconciliation of cash and cash equivalents and net debt
For the periods ending
Unaudited | |||
Half year to 30 September 2010 | Half year to 30 September 2009 | Year to 31 March 2010 | |
£'000 | £'000 | £'000 | |
Cash and cash equivalents within current assets | 13,339 | 27,925 | 16,878 |
Bank overdrafts included within current liabilities | - | - | - |
Cash and cash equivalents at end of period | 13,339 | 27,925 | 16,878 |
Short term and secured loans within current liabilities | (7,439) | (6,766) | (6,826) |
Finance lease and hire purchase obligations within current liabilities | (670) | (1,058) | (977) |
Finance lease and hire purchase obligations within non-current liabilities | (1,606) | (2,635) | (2,515) |
Long term secured loans within non-current liabilities | (93,511) | (159,401) | (89,890) |
Unamortised debt issuance costs within non-current liabilities | 862 | 1,186 | 1,025 |
Net debt at end of period | (89,025) | (140,749) | (82,305) |
Cash and cash equivalents comprise cash on hand and demand deposits and overdrafts together with highly liquid investments of less than three months maturity. Unless an enforceable right of set-off exists, the components of cash and cash equivalents are reflected on a gross basis in the balance sheet.
Net debt is defined as the Group's borrowings (net of unamortised issuance costs) and finance leases, less cash and cash equivalents.
Notes to the Half Year Report
1. Basis of preparation
Basis of preparation
Hampson Industries PLC (the "Company") is a Company domiciled in the United Kingdom. The unaudited condensed consolidated half year financial statements for the six months ended 30 September 2010 comprise of the Company and its subsidiaries.
These half year condensed consolidated financial statements have been prepared in accordance with the Disclosure and Transparency Rules of the Financial Services Authority and with IAS 34 'Interim Financial Reporting' as adopted by the European Union. They do not include all information required for full annual financial statements, and should be read in conjunction with the audited consolidated financial statements of the Group for the year ended 31 March 2010. The comparative figures for the year ended 31 March 2010 do not constitute statutory accounts for the purposes of section 434 of the Companies Act 2006. A copy of the statutory accounts for the year ended 31 March 2010 has been delivered to the Registrar of Companies. The report of the auditors was (i) unqualified, (ii) did not include a reference to any matters to which the auditors drew attention by way of emphasis without qualifying their report, and (iii) did not contain a statement under section 498(2) or (3) of the Companies Act 2006.
Going concern
The Group meets its day-to-day working capital requirements and medium term funding requirements through a mixture of committed bank borrowing facilities, finance leases and loan notes. The bank borrowing and loan note facilities, which total approximately £153 million, include certain covenant tests. The failure of a covenant test renders the entire facilities repayable on demand at the option of the Group's lenders.
The Directors have assessed the Group's anticipated future results and working capital requirements having prepared detailed, bottom up financial forecasts in September 2010 which have been subject to detailed review with each of the Group's major business units. In light of both the results of this exercise, and a scheduled tightening of the Group's previous leverage covenant which was to take effect from 31 December 2010, the Directors determined it would be prudent, in order to provide greater headroom, to seek to obtain certain amendments from its senior lenders.
Pursuant to an agreement dated 23 November 2010, the Group has consequently agreed certain covenant amendments with its senior lenders. As a result of these amendments, the leverage covenant that will apply for each of the next four measurement quarters will now fall in the range from 3.95 times to 4.57 times (compared with 3.00 times to 3.25 times previously), and the interest cover covenant that will apply, will fall in the range 2.70 times to 3.10 times (compared with 3.50 times). Further more, the Board intends to seek to reduce the absolute level of the Group's current and future indebtedness compared with that shown in its most recent financial forecasts and is currently considering a range of initiatives to achieve this, which may include asset disposals if proper value can be achieved.
In light of both the amended borrowing covenants that will now apply which provide headroom against anticipated performance, the Board's plans to reduce borrowings at a faster than projected rate and the range of other actions available to the Group, including the deferral of non essential capital expenditures, the Directors continue to adopt the going concern basis in preparing these financial statements.
Measurement and performance reporting
In addition to the "statutory" measures of profit, reference is made throughout to the impact on the continuing Group's profit before tax and earnings per share of excluding the following items; restructuring and rationalisation charges, impairment charges, gains and losses on disposal or closure of businesses, amortisation of intangible assets arising on acquisition, changes in the net fair value of financial instruments and the results of discontinued operations. The Directors believe that exclusion of these items allows trends in the performance of the Group's continuing business to be more easily identified and understood. Reference is made throughout to the terms "trading profit", "adjusted profit before tax" and "adjusted earnings per share", which are defined, respectively, as operating profit, profit before tax and earnings per share adjusted to exclude all of the fore-going items.
1. Basis of preparation continued
Changes in accounting policies
Except as described below, the accounting policies and basis of consolidation applied by the Group in these unaudited half year condensed consolidated financial statements are the same as those applied by the Group in its audited consolidated financial statements for the year ended 31 March 2010.
Construction contracts
For contracts that involve the manufacturing of complex parts or tooling that take a number of periods to complete, these are valued under a degree of completion basis as defined in IAS 11 "Construction contracts". Where the outcome of such a contract can be estimated reliably, contract revenue and costs are recognised by reference to the degree of completion of each contract, as measured by the proportion of total costs at the balance sheet date to the estimated total cost of the contract.
When the outcome of a contract cannot be estimated reliably, contract revenue is recognised to the extent of contract costs incurred where it is probable those costs will be recoverable.
The principal estimation technique used by the Group in attributing profit on contracts to a particular period is the preparation of forecasts on a contract by contract basis. These focus on revenues and costs to complete and enable an assessment to be made of the final out-turn of each contract.
When it is probable that total contract costs will exceed total contract revenue, the expected loss is recognised immediately. Contract costs are recognised as expenses in the period in which they are incurred.
Where costs incurred plus recognised profits less recognised losses exceed progress billings, the balance is shown as due from customers on construction contracts within trade and other receivables. Where progress billings exceed costs incurred plus recognised profits less recognised losses, the balance is shown as due to customers on construction contracts within trade and other payables.
Due to the adoption of this change in accounting policy being immaterial to the Group in the prior year, no restatement of the financial results for the half year to 30 September 2009 or year to 31 March 2010 is required. The impact of this change in accounting policy in the half year to 30 September 2010 is an increase in trading profit of approximately £0.9 million.
Other changes in accounting policies
Other new standards, revisions and amendments to standards and interpretations have been adopted in the period with no material impact on the Group's results, assets and liabilities.
Re-presentation of prior period accounts
Due to the disposal of Hampson Precision Automotive Limited during the period and exiting the automotive turbocharger market, in accordance with IFRS 5 its results have been classified as a discontinued operation and the comparative periods have been amended accordingly.
Critical accounting estimates and judgements
In the process of applying the Group's accounting policies, management has made a number of judgements. The process of preparing these unaudited half year condensed consolidated financial statements inevitably requires the Group to make estimates and assumptions concerning the future and the resulting accounting estimates will, by definition, seldom equal the related actual results. The estimates and judgements that have the most significant effect on the amounts included with these unaudited half year condensed consolidated financial statements were the same as those that applied to the audited consolidated financial statements for the year ended 31 March 2010, along with the specific risks and uncertainties regarding the timing of future aerospace tooling orders as noted on page 5.
Seasonality
The Group does not have any revenue or results that are materially impacted by seasonality.
Approval of unaudited half year condensed consolidated financial statements
The unaudited half year condensed consolidated financial statements were approved for issue on behalf of the board of directors on 24 November 2010.
2. Exchange rates
The principal exchange rates used were as follows:
Half year to 30 September 2010 | Half year to 30 September 2009 | Year to 31 March 2010 | |
Sterling to US Dollar (GBP 1 = US$): | |||
Average for period | 1.52 | 1.60 | 1.60 |
Period end | 1.58 | 1.59 | 1.51 |
Sterling to Indian Rupee (GBP 1 = INR): | |||
Average for period | 70.26 | 78.14 | 76.20 |
Period end | 70.97 | 76.97 | 67.87 |
Assets and liabilities of overseas undertakings are translated at the rate of exchange ruling at the balance sheet date and the income statement is translated at the average rate of exchange.
3. Segmental analysis
For internal decision making purposes, the Group is organised into three operating divisions according to the products and market segments they serve, being Aerospace Components & Structures, Aerospace Composites & Transparencies and Automotive Turbocharger. Further details on each of the operating divisions can be noted on pages 14 to 19 of the Annual Report for the year ended 31 March 2010. This is consistent with the way the Group is managed and the format of internal financial reporting.
Segment information for revenue and profit:
Half year to 30 September 2010 | Aerospace Components & Structures | Aerospace Composites & Transparencies | Automotive Turbocharger |
Segment Total | Corporate & Unallocated | Group Total |
£'000 | £'000 | £'000 | £'000 | £'000 | £'000 | |
Continuing operations: | ||||||
Revenue | 18,599 | 77,536 | - | 96,135 | - | 96,135 |
Trading profit/(loss) | 1,790 | 7,075 | - | 8,865 | (1,039) | 7,826 |
Restructuring and rationalisation charges | - | (87) | - | (87) | (620) | (707) |
Impairment charges | - | (3,288) | - | (3,288) | - | (3,288) |
Gains and losses on disposal or closure of businesses | - | - | - | - | - | - |
Changes in fair value of derivative financial instruments | - | - | - | - | 719 | 719 |
Amortisation of intangible assets on acquisition | (108) | (347) | - | (455) | - | (455) |
Operating profit/(loss) | 1,682 | 3,353 | - | 5,035 | (940) | 4,095 |
Net financing costs | - | - | - | - | (2,792) | (2,792) |
Profit/(loss) before taxation | 1,682 | 3,353 | - | 5,035 | (3,732) | 1,303 |
Taxation | - | - | - | - | (182) | (182) |
Profit/(loss) for the period after taxation | 1,682 | 3,353 | - | 5,035 | (3,914) | 1,121 |
Discontinued operations: |
|
|
|
|
|
|
Post tax results from discontinued operations | - | - | (10,684) | (10,684) | (64) | (10,748) |
Net profit/(loss) attributable to equity shareholders | 1,682 | 3,353 | (10,684) | (5,649) | (3,978) | (9,627) |
3. Segmental analysis continued
Re-presented (note 1) | ||||||
Half year to 30 September 2009 | Aerospace Components & Structures | Aerospace Composites & Transparencies | Automotive Turbocharger |
Segment Total | Corporate & Unallocated | Group Total |
£'000 | £'000 | £'000 | £'000 | £'000 | £'000 | |
Continuing operations: | ||||||
Revenue | 27,940 | 64,874 | - | 92,814 | - | 92,814 |
Trading profit/(loss) | 986 | 17,091 | - | 18,077 | (2,290) | 15,787 |
Restructuring and rationalisation charges | - | - | - | - | - | - |
Impairment charges | - | - | - | - | - | - |
Gains and losses on disposal or closure of businesses | 585 | - | - | 585 | - | 585 |
Changes in fair value of derivative financial instruments | - | - | - | - | 4,444 | 4,444 |
Amortisation of intangible assets on acquisition | (103) | (2,504) | - | (2,607) | - | (2,607) |
Operating profit/(loss) | 1,468 | 14,587 | - | 16,055 | 2,154 | 18,209 |
Net financing costs | - | - | - | - | (3,390) | (3,390) |
Profit/(loss) before taxation | 1,468 | 14,587 | - | 16,055 | (1,236) | 14,819 |
Taxation | - | - | - | - | (4,299) | (4,299) |
Profit/(loss) for the period after taxation | 1,468 | 14,587 | - | 16,055 | (5,535) | 10,520 |
Discontinued operations: |
|
|
|
|
|
|
Post tax results from discontinued operations | - | - | (1,075) | (1,075) | (18) | (1,093) |
Net profit/(loss) attributable to equity shareholders | 1,468 | 14,587 | (1,075) | 14,980 | (5,553) | 9,427 |
Re-presented (note 1) | ||||||
For the year ended 31 March 2010 | Aerospace Components & Structures | Aerospace Composites & Transparencies | Automotive Turbocharger |
Segment Total | Corporate & Unallocated | Group Total |
£'000 | £'000 | £'000 | £'000 | £'000 | £'000 | |
Continuing operations: | ||||||
Revenue | 47,739 | 121,351 | - | 169,090 | - | 169,090 |
Trading profit/(loss) | 3,479 | 29,246 | - | 32,725 | (248) | 32,477 |
Restructuring and rationalisation charges | (3,529) | (183) | - | (3,712) | - | (3,712) |
Impairment charges | (1,818) | (1,036) | - | (2,854) | - | (2,854) |
Gains and losses on disposal or closure of businesses | 6,147 | - | - | 6,147 | - | 6,147 |
Changes in fair value of derivative financial instruments | - | - | - | - | 4,282 | 4,282 |
Amortisation of intangible assets on acquisition | (205) | (2,833) | - | (3,038) | - | (3,038) |
Operating profit/(loss) | 4,074 | 25,194 | - | 29,268 | 4,034 | 33,302 |
Net financing costs | - | - | - | - | (10,049) | (10,049) |
Profit/(loss) before taxation | 4,074 | 25,194 | - | 29,268 | (6,015) | 23,253 |
Taxation | - | - | - | - | (6,113) | (6,113) |
Profit/(loss) for the year after taxation | 4,074 | 25,194 | - | 29,268 | (12,128) | 17,140 |
Discontinued operations: | ||||||
Post tax results from discontinued operations | - | - | (311) | (311) | (316) | (627) |
Net profit/(loss) attributable to equity shareholders | 4,074 | 25,194 | (311) | 28,957 | (12,444) | 16,513 |
3. Segmental analysis continued
Segment information for assets:
Half year to 30 September 2010 | Aerospace Components & Structures | Aerospace Composites & Transparencies | Automotive Turbocharger |
Segment Total | Corporate & Unallocated | Group Total |
£'000 | £'000 | £'000 | £'000 | £'000 | £'000 | |
Segment assets | 40,002 | 364,608 | - | 404,610 | 3,320 | 407,930 |
Unallocated assets: | ||||||
- Current taxation assets | - | - | - | - | - | - |
- Deferred taxation assets | - | - | - | - | 3,086 | 3,086 |
Total assets | 40,002 | 364,608 | - | 404,610 | 6,406 | 411,016 |
Half year to 30 September 2009 | Aerospace Components & Structures | Aerospace Composites & Transparencies | Automotive Turbocharger |
Segment Total | Corporate & Unallocated | Group Total |
£'000 | £'000 | £'000 | £'000 | £'000 | £'000 | |
Segment assets | 42,274 | 367,529 | 5,076 | 414,879 | 19,815 | 434,694 |
Unallocated assets: | ||||||
- Current taxation assets | - | - | - | - | 731 | 731 |
- Deferred taxation assets | - | - | - | - | 6,806 | 6,806 |
Total assets | 42,274 | 367,529 | 5,076 | 414,879 | 27,352 | 442,231 |
For the year ended 31 March 2010 | Aerospace Components & Structures | Aerospace Composites & Transparencies | Automotive Turbocharger |
Segment Total | Corporate & Unallocated | Group Total |
£'000 | £'000 | £'000 | £'000 | £'000 | £'000 | |
Segment assets | 43,131 | 387,591 | 3,713 | 434,435 | 6,268 | 440,703 |
Unallocated assets: | ||||||
- Current taxation assets | - | - | - | - | - | - |
- Deferred taxation assets | - | - | - | - | 3,086 | 3,086 |
Total assets | 43,131 | 387,591 | 3,713 | 434,435 | 9,354 | 443,789 |
Intra group sales are priced on an 'arms length' basis and are not significant between either regions or segments. Corporate and unallocated costs represent corporate costs. Segment assets comprise all non-current and current assets (as per the balance sheet presentation) but exclude current and deferred tax assets. Balances relating to taxation are not allocated to specific segments as these resources are managed centrally and no segments have sufficient autonomy to manage these resources.
Segment information by geographical region:
Re-presented (note 1) | ||||||
Half year to 30 September 2010 | Half year to 30 September 2009 | Year ended 31 March 2010 | Half year to 30 September 2010 | Half year to 30 September 2009 | Year ended 31 March 2010 | |
Revenue | Revenue | Revenue | Assets | Assets | Assets | |
£'000 | £'000 | £'000 | £'000 | £'000 | £'000 | |
Continuing operations: | ||||||
UK | 8,999 | 19,397 | 31,492 | 3,366 | 12,046 | 8,845 |
Europe | 13,438 | 8,126 | 12,692 | - | - | - |
North America | 71,027 | 63,728 | 121,293 | 399,118 | 401,660 | 422,513 |
Rest of World | 2,671 | 1,563 | 3,613 | 2,126 | 1,173 | 3,077 |
Corporate and unallocated | - | - | - | 6,406 | 27,352 | 9,354 |
| 96,135 | 92,814 | 169,090 | 411,016 | 442,231 | 443,789 |
Segment revenue is disclosed by geographical location of the Group's customers. Segment assets are disclosed by geographical location of the Group's assets.
3. Segmental analysis continued
Segment information on major customers:
Revenues from the Group's major customers, which is defined as customers which provide greater than 10% of the Group's revenue for the period, is shown below:
Half year to 30 September 2010 | Aerospace Components & Structures | Aerospace Composites & Transparencies | Automotive Turbocharger |
Segment Total | Corporate & Unallocated | Group Total |
£'000 | £'000 | £'000 | £'000 | £'000 | £'000 | |
The Boeing Company | 3,146 | 8,777 | - | 11,923 | - | 11,923 |
Half year to 30 September 2009 | Aerospace Components & Structures | Aerospace Composites & Transparencies | Automotive Turbocharger |
Segment Total | Corporate & Unallocated | Group Total |
£'000 | £'000 | £'000 | £'000 | £'000 | £'000 | |
The Boeing Company | 3,049 | 7,383 | - | 10,432 | - | 10,432 |
For the year ended 31 March 2010 | Aerospace Components & Structures | Aerospace Composites & Transparencies | Automotive Turbocharger |
Segment Total | Corporate & Unallocated | Group Total |
£'000 | £'000 | £'000 | £'000 | £'000 | £'000 | |
The Boeing Company | 6,483 | 13,148 | - | 19,631 | - | 19,631 |
4. Operating profit
Reconciliation of revenue to total operating profit:
Re-presented (note 1) | |||
Half year to 30 September 2010 | Half year to 30 September 2009 | Year to 31 March 2010 | |
£'000 | £'000 | £'000 | |
Revenue | 96,135 | 92,814 | 169,090 |
Cost of sales | (78,735) | (68,066) | (121,607) |
Gross profit | 17,400 | 24,748 | 47,483 |
Other income | 138 | 1,440 | 835 |
Distribution costs | (1,160) | (1,402) | (1,948) |
Administrative expenses | (12,283) | (6,577) | (13,068) |
Operating profit | 4,095 | 18,209 | 33,302 |
Trading profit for the year ended 31 March 2010 included £11,635,000 arising from the release of excess accruals and £6,619,000 arising from non-recurring trading costs, which resulted in a net benefit to trading and operating profit in the year of £5,016,000. The non-recurring costs related to temporary excess and unproductive labour costs, which, following subsequent restructuring action to realign pay rates, working practices and employee numbers will not recur.
Trading profit for the year ended 31 March 2010 included a credit of £3,172,000 arising from termination of foreign exchange contracts and a debit of £1,330,000 arising from loss making foreign exchange contracts.
5. Adjustments
Restructuring and rationalisation charges
Charges of £707,000 (half year to 30 September 2009: £nil, year ended 31 March 2010: £3,712,000) included within operating profit relate primarily to employment termination, recruitment and legal costs.
Charges of £nil (half year to 30 September 2009: £nil, year ended 31 March 2010: £3,253,000) included within net financing costs relate to fees paid to the Group's senior lenders and legal costs in relation to amendments to certain borrowing covenants in November 2009.
5. Adjustments continued
Impairment charges
As part of a review undertaken as to the utilisation and carrying value of certain assets, impairment charges of £3,288,000 (half year to 30 September 2009: £nil, year ended 31 March 2010: £2,854,000) were incurred as follows:
Half year to 30 September 2010 | Half year to 30 September 2009 | Year to 31 March 2010 | |
£'000 | £'000 | £'000 | |
Impairment of inventory | 3,288 | - | 2,114 |
Impairment of receivables | - | - | 740 |
Total impairment charges | 3,288 | - | 2,854 |
Following a detailed review of inventory during the half year to 30 September 2010 at certain North American sites, the Group recognised impairment charges of £3,288,000 in relation to loss-making contracts and onerous contracts where costs to complete would exceed revenues earned.
Due to reductions in customer order levels during the year ended 31 March 2010 certain subsidiaries of the Group recognised impairment charges against the carrying values of certain inventory items. As a result impairment charges of £2,114,000 were incurred.
During the year ended 31 March 2010 a subsidiary of the Group negotiated a commercial settlement with a customer to liquidate a number of significantly overdue receivables. As part of this settlement impairment charges of £740,000 were incurred.
Gains and losses on disposal or closure of businesses
During the half year to 30 September 2010 gains of £nil were made in relation to the disposal or closure of businesses that do not meet the requirements of IFRS 5 (half year to 30 September 2009: £585,000, year ended 31 March 2010: £6,147,000).
For further details on the disposal of Hampson Precision Automotive Limited during the period to 30 September 2010, which has been disclosed as discontinued operations, see note 8.
For further details on the disposal of Hampson Aerospace Machining Limited in the prior year, see note 17.
Changes in net fair value of derivative financial instruments
IAS 39 requires derivative financial instruments to be valued at the balance sheet date and any difference between that value and the intrinsic value of the instrument to be reflected in the balance sheet as an asset or liability. Any subsequent change in value is reflected in the Income Statement unless hedge accounting is achieved. Such movements do not affect cash flow or the economic substance of the underlying transaction, and thus to aid in year-on-year comparability, the change in value has been identified separately. As a result the changes in net fair value of derivative financial instruments were:
Half year to 30 September 2010 | Half year to 30 September 2009 | Year to 31 March 2010 | |
£'000 | £'000 | £'000 | |
Credits included within operating profit relating to non interest instruments | (719) | (4,444) | (4,282) |
Credits included within net financing costs relating to interest instruments | (658) | (119) | (489) |
(1,377) | (4,563) | (4,771) |
Amortisation of intangible assets on acquisition
As required under IFRS 3 'Business Combinations' and IAS 38 'Intangible Assets', intangible assets identified on acquisition have been amortised during the period - £455,000 (half year to 30 September 2009: £2,607,000, year to 31 March 2010: £3,038,000).
5. Adjustments continued
Adjustments are included within cost of sales £3,831,000 charge (half year to 30 September 2009: £2,607,000 charge, year to 31 March 2010: £9,356,000 charge) and administrative expenses £100,000 credit (half year to 30 September 2009: £5,029,000 credit, year to 31 March 2010: £10,181,000 credit).
The net cash outflow from adjustments charged during the period amounted to £707,000 (half year to 30 September 2009: £nil, year to 31 March 2010: £23,677,000).
6. Share based payments
Two new share scheme awards under the Performance Share Plan (PSP) were issued during the half year to 30 September 2010 (half year to 30 September 2009: none, year to 31 March 2010: two awards). Further details of awards issued during the prior year can be located in note 9 on pages 75 to 78 within the Group's Annual Report for the year ended 31 March 2010. Options granted during the period have been valued at the date of grant by an independent third party, Kepler Associates Limited.
3 year PSP 2010 Award
During the period awards were made under the 3 year PSP 2010 Award in June 2010 and September 2010. Under these awards, options are granted on the condition of continued employment and the performance criteria being met over the measurement period.
65% of the conditional award is available if the average annualised growth in EPS (defined as earnings per share before restructuring and rationalisation charges, impairment charges, gains and losses on the sale or closure of businesses, changes in the net fair value of financial instruments and amortisation of intangible assets on acquisition) over each of the 3 years of the performance period (1 April 2010 to 31 March 2013) relative to the base EPS (EPS of the financial year immediately preceding the performance period) less the corresponding growth in the retail prices index (RPI) is at least 15%. Awards will start to accrue on a pro rata basis from 0-65% if EPS performance is at least 5%.
The further 35% becomes available if the Group's total shareholder return (TSR) over the performance period (1 April 2010 to 31 March 2013) exceeds the median TSR achieved by a select group of sector peers by 13%. Awards will accrue pro rata from 0-35% if the Group's TSR is at least equivalent to that of its peers.
For executive Directors and members of the Executive Committee of the Board of Directors of Hampson Industries PLC, the performance measures are split on a 50:50 basis between the EPS and TSR measures noted above to reflect the greater ability of these individuals to influence the Group's TSR.
Participants in the conditional award are required to retain 50% of vested awards (net of tax) until a minimum of 50% of salary is held, except for executive Directors who are required to hold a minimum of one times salary.
The fair value of services received in return for share options granted is measured by reference to the fair value of share options granted:
Grant Date | 29/6/10 | 1/9/10 |
Scheme | PSP | PSP |
Share price at grant date | 53.5p | 20.0p |
Exercise price | 0.0p | 0.0p |
Number of employees | 61 | 2 |
Number of share options | 4,616,745 | 1,202,834 |
Vesting period | 3 years | 2.83 years |
Expected volatility | 53% | 50% |
Option life | 3 years | 2.83 years |
Expected life | 3 years | 2.83 years |
Risk free rate | 1.27% | 0.97% |
Expected dividends expressed as a dividend yield | N/A | N/A |
Fair value per option | 33.6p | 22.6p |
6. Share based payments continued
The number of share options granted to employees as part of the September 2010 award was based on the share price at grant date as at the June 2010 award.
The expected volatility is based on historical volatility over a period commensurate with the term of the awards. The expected life is the average expected period to exercise. The risk free rate of return is the rate attainable from government securities over a term consistent with the assumed option life.
The possibility of ceasing employment before vesting for both awards under the 3 year 2010 PSP has been assumed to be 51%. The expectation of meeting the EPS performance criteria has been estimated for both awards under the 3 year 2010 PSP at 0%. The expectation of meeting the TSR performance criteria has been estimated for the awards under the 3 year 2010 PSP at 48% for the 29 June award and 5% for the 1 September award.
Other transactions
During the half year to 30 September 2010 695,120 of share options issued under the August 2005 and July 2006 LTIP were exercised at an exercise price of £10 per award exercise per employee (half year to 30 September 2009: nil, year to 31 March 2010: nil).
No other share options vested or were exercised during the period.
7. Taxation
The taxation charge for the half year to 30 September 2010 is based on the estimated effective tax rate for the full year to 31 March 2011 of 14% (half year to 30 September 2009: 29% charge, year to 31 March 2010: 26% charge).
8. Discontinued operations
Re-presented (note 1) | |||
Half year to 30 September 2010 | Half year to 30 September 2009 | Year to 31 March 2010 | |
£'000 | £'000 | £'000 | |
Discharge of liabilities associated with previously discontinued operations | (64) | (18) | (316) |
Post tax results of discontinued businesses | (1,445) | (1,075) | (311) |
Post tax loss on disposal of discontinued businesses | (9,239) | - | - |
Post tax results from discontinued operations | (10,748) | (1,093) | (627) |
Discharge of liabilities associated with previously discontinued operations
Costs in order to discharge liabilities in relation to companies previously classified as discontinued operations relate to legal and property costs. During the year ended 31 March 2010 these costs related to dilapidation rectification and professional fees for a property that had been vacated by the Group in 1991 as part of a disposal of a subsidiary.
Disposal of Hampson Precision Automotive Limited
On 23 June 2010 the Group disposed of its entire 100% shareholding in Hampson Precision Automotive Limited to a company backed by the directors of GIL Investments Limited. Due to the Group exiting the automotive turbocharger market, in accordance with IFRS 5 its results have been classified as a discontinued operation.
8. Discontinued operations continued
The results of Hampson Precision Automotive Limited, that are included within discontinuing operations, were as follows:
Half year to 30 September 2010 | Half year to 30 September 2009 | Year to 31 March 2010 | |
Total | Total | Total | |
| £'000 | £'000 | £'000 |
Revenue | 2,494 | 4,189 | 9,226 |
Operating loss | (1,329) | (1,237) | (104) |
Analysed as: | |||
Trading loss | (1,329) | (1,237) | (104) |
Net financing costs | (116) | (89) | (214) |
Analysed as: | |||
Financial income | - | - | - |
Financial expense | (116) | (89) | (214) |
Loss before taxation | (1,445) | (1,326) | (318) |
Taxation | - | 251 | 7 |
Loss after taxation | (1,445) | (1,075) | (311) |
The net cash flows in relation to Hampson Precision Automotive Limited for the half year to 30 September 2010 were £176,000 outflow from operating activities (half year to 30 September 2009: £35,000 inflow, year to 31 March 2010: £980,000 outflow), £4,000 outflow from investing activities (half year to 30 September 2009: £2,175,000 outflow, year to 31 March 2010: £2,277,000 outflow) and £116,000 outflow from financing activities (half year to 30 September 2009: £89,000 outflow, year to 31 March 2010: £214,000 outflow).
The Group's loss on disposal of Hampson Precision Automotive Limited was as follows:
£'000 | |
Consideration - satisfied by cash | 2,485 |
Consideration - total | 2,485 |
Goodwill | - |
Intangible fixed assets | 611 |
Property, plant and equipment | 9,475 |
Inventories | 596 |
Trade and other receivables | 1,598 |
Taxation | 231 |
Cash and cash equivalents | - |
Trade and other payables | (1,665) |
Net assets disposed | 10,846 |
Loss on disposal before directly attributable costs | (8,361) |
Directly attributable costs in relation to disposal | (878) |
Loss on disposal of Hampson Precision Automotive Limited | (9,239) |
Directly attributable costs relate to legal and other professional costs associated with the disposal.
As part of the disposal of Hampson Precision Automotive Limited, Hampson Industries PLC disposed of the freehold interest in the properties in Skelmersdale, UK occupied by the business to a company backed by the directors of GIL Investment Limited. The carrying value of the properties as at the date of disposal was £1,409,000. The properties were sold for £1,100,000, creating a loss on disposal of £309,000, which is included within the above disposal calculation.
9. Dividends
Half year to 30 September 2010 | Half year to 30 September 2009 | Year to 31 March 2010 | |
£'000 | £'000 | £'000 | |
Equity dividends paid in the period: | |||
Previous year final: 0.90p (2009: 1.60p) per 25p ordinary share | 2,500 | 2,538 | 2,538 |
Current year interim: 0.00p (2009: 0.80p) per 25p ordinary share | - | - | 1,270 |
2,500 | 2,538 | 3,808 |
The Directors propose that no interim dividend be paid in respect of the financial year ended 31 March 2011.
10. Earnings per share
Basic Earnings per Share
Basic earnings per share is calculated by dividing the profit attributable to equity shareholders by the weighted average number of ordinary shares in issue during the period.
Diluted Earnings per Share
Diluted earnings per share is calculated by dividing the profit attributable to equity shareholders by the weighted average number of ordinary shares in issue during the period, adjusted for any dilutive potential ordinary shares, primarily share options. For share options issued under the Executive Share Options Schemes, the calculation is performed by determining the number of shares that could have been acquired at fair value and compared with the number of shares that would have been issued assuming the exercise of the share options. For share options issued under the Performance Share Plans and Co-Investment Plans, the calculation is performed by assessing what percentage of the terms and conditions of vesting had been achieved as at the balance sheet date to determine the number of shares that could have been issued.
Half year to 30 September 2010 | Half year to 30 September 2010 | Half year to 30 September 2010 | |
Earnings | Weighted average number of shares | Earnings per 25 pence share | |
£'000 | Number | Pence | |
Continuing Operations: | |||
Basic EPS | 1,121 | 277,727,933 | 0.40 |
Dilutive potential ordinary shares | - | 669,953 | - |
Diluted EPS | 1,121 | 278,397,886 | 0.40 |
Discontinued Operations: | |||
Basic EPS | (10,748) | 277,727,933 | (3.87) |
Dilutive potential ordinary shares | - | - | - |
Diluted EPS | (10,748) | 277,727,933 | (3.87) |
Total Operations: | |||
Basic EPS | (9,627) | 277,727,933 | (3.47) |
Dilutive potential ordinary shares | - | - | - |
Diluted EPS | (9,627) | 277,727,933 | (3.47) |
10. Earnings per share continued
Re-presented (note 1) | |||
Half year to 30 September 2009 | Half year to 30 September 2009 | Half year to 30 September 2009 | |
Earnings | Weighted average number of shares | Earnings per 25 pence share | |
£'000 | Number | Pence | |
Continuing Operations: | |||
Basic EPS | 10,520 | 158,634,996 | 6.63 |
Dilutive potential ordinary shares | - | 2,994,928 | (0.12) |
Diluted EPS | 10,520 | 161,629,924 | 6.51 |
Discontinued Operations: | |||
Basic EPS | (1,093) | 158,634,996 | (0.69) |
Dilutive potential ordinary shares | - | 2,994,928 | 0.01 |
Diluted EPS | (1,093) | 161,629,924 | (0.68) |
Total Operations: | |||
Basic EPS | 9,427 | 158,634,996 | 5.94 |
Dilutive potential ordinary shares | - | 2,994,928 | (0.11) |
Diluted EPS | 9,427 | 161,629,924 | 5.83 |
Re-presented (note 1) | |||
Year to 31 March 2010 | Year to 31 March 2010 | Year to 31 March 2010 | |
Earnings | Weighted average number of shares | Earnings per 25 pence share | |
£'000 | Number | Pence | |
Continuing Operations: | |||
Basic EPS | 17,140 | 171,703,937 | 9.98 |
Dilutive potential ordinary shares | - | 833,289 | (0.05) |
Diluted EPS | 17,140 | 172,537,226 | 9.93 |
Discontinued Operations: | |||
Basic EPS | (627) | 171,703,937 | (0.36) |
Dilutive potential ordinary shares | - | 833,289 | - |
Diluted EPS | (627) | 172,537,226 | (0.36) |
Total Operations: | |||
Basic EPS | 16,513 | 171,703,937 | 9.62 |
Dilutive potential ordinary shares | - | 833,289 | (0.05) |
Diluted EPS | 16,513 | 172,537,226 | 9.57 |
For the period ended 30 September 2010, no potential ordinary shares have been included within the statutory diluted earnings per share calculations for discontinued or total operations, due to these being anti-dilutive. The weighted number of potential ordinary shares would have been 669,953. The potential ordinary shares have been included within the diluted adjusted earnings per share noted below, due to these having a dilutive effect.
Adjusted Earnings per Share
Earnings per share based on continuing activities before restructuring and rationalisation charges, impairment charges, gains and losses on the sale or closure of businesses, changes in the net fair value of financial instruments and amortisation of intangible assets on acquisition, which the Directors consider allows trends in the performance of the Group to be more easily identified and understood, is calculated on the earnings of the year adjusted as follows:
10. Earnings per share continued
Half year to 30 September 2010 | Half year to 30 September 2010 | |
Earnings | Earnings per 25 pence share | |
£'000 | Pence | |
Continuing operations: | ||
Profit attributable to equity shareholders | 1,121 | 0.40 |
Adjustments for: | ||
- Restructuring and rationalisation charges | 707 | 0.26 |
- Impairment charges | 3,288 | 1.18 |
- Gains and losses on disposal or closure of businesses | - | 0.00 |
- Changes in net fair value of derivative financial instruments | (1,377) | (0.49) |
- Amortisation of intangible assets on acquisition | 455 | 0.16 |
Taxation on adjustments | (830) | (0.30) |
Adjusted earnings per share attributable to equity shareholders | 3,364 | 1.21 |
Diluted adjusted earnings per share attributable to equity shareholders | 3,364 | 1.21 |
Re-presented (note 1) | ||
Half year to 30 September 2009 | Half year to 30 September 2009 | |
Earnings | Earnings per 25 pence share | |
£'000 | Pence | |
Continuing operations: | ||
Profit attributable to equity shareholders | 10,520 | 6.63 |
Adjustments for: | ||
- Restructuring and rationalisation charges | - | 0.00 |
- Impairment charges | - | 0.00 |
- Gains and losses on disposal or closure of businesses | (585) | (0.37) |
- Changes in net fair value of derivative financial instruments | (4,563) | (2.87) |
- Amortisation of intangible assets on acquisition | 2,607 | 1.64 |
Taxation on adjustments | 711 | 0.45 |
Adjusted earnings per share attributable to equity shareholders | 8,690 | 5.48 |
Diluted adjusted earnings per share attributable to equity shareholders | 8,690 | 5.38 |
Re-presented (note 1) | ||
Year to 31 March 2010 | Year to 31 March 2010 | |
Earnings | Earnings per 25 pence share | |
£'000 | Pence | |
Continuing operations: | ||
Profit attributable to equity shareholders | 17,140 | 9.98 |
Adjustments for: | ||
- Restructuring and rationalisation charges | 6,965 | 4.06 |
- Impairment charges | 2,854 | 1.66 |
- Gains and losses on disposal or closure of businesses | (6,147) | (3.58) |
- Changes in net fair value of derivative financial instruments | (4,771) | (2.78) |
- Amortisation of intangible assets on acquisition | 3,038 | 1.77 |
Taxation on adjustments | (543) | (0.31) |
Adjusted earnings per share attributable to equity shareholders | 18,536 | 10.80 |
Diluted adjusted earnings per share attributable to equity shareholders | 18,536 | 10.74 |
11. Goodwill
During the six months ended 30 September 2010 the Group acquired goodwill with a cost of £nil (half year to 30 September 2009: £nil, year ended 31 March 2010: £nil) through acquisition of subsidiary undertakings.
Goodwill with a net book value of £nil was disposed during the six months ended 30 September 2010 (half year to 30 September 2009: £1,793,000, year ended 31 March 2010: £1,793,000) through disposal of subsidiary undertakings.
During the six months ended 30 September 2010, goodwill with a net book value of £nil was subject to impairment (half year to 30 September 2009: £nil, year ended 31 March 2010: £nil).
All remaining movements in goodwill relate to exchange adjustments between financial reporting periods due to the majority of the Group's goodwill being held in US Dollars.
12. Intangible assets
During the six months ended 30 September 2010 the Group acquired assets with a cost of £1,068,000 (half year to 30 September 2009: £858,000, year ended 31 March 2010: £2,230,000). £nil of assets were acquired through acquisition of subsidiary undertakings (half year to 30 September 2009: £nil, year ended 31 March 2010: £nil).
Assets with a net book value of £nil were disposed during the six months ended 30 September 2010 (half year to 30 September 2009: £nil, year ended 31 March 2010: £nil). In addition, assets with a net book value of £611,000 were disposed through the process of disposal of subsidiary undertakings (half year to 30 September 2009: £161,000, year ended 31 March 2010: £161,000).
During the six months ended 30 September 2010, assets with a net book value of £nil were subject to impairment (half year to 30 September 2009: £nil, year ended 31 March 2010: £nil).
13. Property, plant and equipment
During the six months ended 30 September 2010 the Group acquired assets with a cost of £2,940,000 (half year to 30 September 2009: £4,350,000, year ended 31 March 2010: £9,930,000). £nil of assets were acquired through acquisition of subsidiary undertakings (half year to 30 September 2009: £nil, year ended 31 March 2010: £nil).
Assets with a net book value of £12,000 were disposed during the six months ended 30 September 2010 (half year to 30 September 2009: £9,000, year ended 31 March 2010: £21,000). In addition, assets with a net book value of £9,475,000 were disposed through the process of disposal of subsidiary undertakings (half year to 30 September 2009: £4,062,000, year ended 31 March 2010: £4,062,000).
During the six months ended 30 September 2010, £nil assets were subject to impairment (half year to 30 September 2009: £nil, year ended 31 March 2010: £nil).
As at 30 September 2010 the Group had entered into contractual commitments to purchase assets with a cost of £9,000 (30 September 2009: £2,955,000, 31 March 2010: £2,018,000).
14. Pension and post-retirement benefits
An updated full formal triennial actuarial valuation of the Group's defined benefit scheme as at 31 March 2010 is currently being undertaken, the results of which will be disclosed within the next available financial statements following finalisation.
For the period to 30 September 2010, the Group has estimated the scheme valuation by using the latest actuarial valuations at 31 March 2010 and rolling forward on a year to date basis. The assumptions used are the same as those included in note 31 on page 98 - 101 within the Group's Annual Report for the year ended 31 March 2010, with the exception of the inflation rate which has been reduced from 3.50% to 3.00% and discount rate which has been reduced from 5.60% to 5.00%. As a result of these changes in assumption the Group has recognised a liability of £1,535,000 as at 30 September 2010.
14. Pension and post-retirement benefits continued
As at 30 September 2010 there have been no significant fluctuations or one-off events during the period to the unfunded post-retirement medical scheme that would require adjustments to be made to its assumptions or valuation.
15. Financial risk management
During the period a number of monthly US Dollar forward exchange contracts were taken out to hedge transactional exposures over the financial year. Based on the Group's projected exposures, the Group will sell between US$2,000,000 and US$5,000,000 per month up to 31 March 2011 at a weighted average rate of US$1.50:£1.
On 31 May 2010 the US businesses of the Group cancelled the annual $12,000,000 revolving line of credit with Comerica Bank. An uncommitted facility remains with the bank at the bank's discretion.
On 14 June 2010 having considered the mix of fixed and floating rate debt in the Group, the Group closed out its £40,000,000 fixed interest rate swap at a cost of £3,796,000.
On 23 June 2010 the Group disposed of its entire 100% shareholding in Hampson Precision Automotive Limited to a company backed by the directors of GIL Investments Limited, for further details see note 8. Under the terms of the Group's senior borrowing facilities, the consideration was utilised to pay down part of the Group's external borrowings, and the total facilities available to the Group were reduced by an amount equal to this prepayment.
As a result of the above transactions, as at 30 September 2010 the Group had committed bank and loan note facilities of £152,574,000, made up of £126,255,000 bank facilities and £26,319,000 loan note facilities. All bank facilities expire in April 2013 and all loan note facilities expire in May 2015. The Group has available lease facilities, which are reviewed and potentially renewed on a rolling basis if undrawn, of £2,276,000.
As at 30 September 2010 the Group had undrawn committed bank facilities, on a floating rate basis, of £48,647,000 and no undrawn committed loan note facilities. As at 30 September 2010 £2,276,000 of the lease facilities had been drawn by the Group.
During the period there have been no breaches of covenants on the Group's main committed facilities.
16. Called up share capital
As at 30 September 2010 | ||
Number | £'000 | |
Allotted, called up and fully paid: | ||
Ordinary shares of 25p each - equity | 277,727,933 | 69,432 |
As at 30 September 2009 | ||
Number | £'000 | |
Allotted, called up and fully paid: | ||
Ordinary shares of 25p each - equity | 158,634,996 | 39,659 |
As at 31 March 2010 | ||
Number | £'000 | |
Allotted, called up and fully paid: | ||
Ordinary shares of 25p each - equity | 277,727,933 | 69,432 |
Under the Companies Act 2006 and authority obtained at the 2009 Annual General Meeting the Company does not have an authorised share capital.
17. Disposals
a) Disposals in 2010/11
Disposal of Hampson Precision Automotive Limited
On 23 June 2010 the Group disposed of its entire 100% shareholding in Hampson Precision Automotive Limited to a company backed by the directors of GIL Investments Limited. Due to the Group exiting the automotive turbocharger market, in accordance with IFRS 5 its results have been classified as a discontinued operation, for further details see note 8.
b) Disposals in 2009/10
Disposal of Hampson Aerospace Machining Limited
On 17 August 2009 the Group disposed of its entire 100% shareholding in Hampson Aerospace Machining Limited to Darwin Private Equity LLP. Due to the Group continuing to operate within the aerospace components and structures market, in accordance with IFRS 5 the results of this business have not been reclassified as discontinued operations.
The results of Hampson Aerospace Machining Limited, that are included within continuing operations, were as follows:
Half year to 30 September 2010 | Half year to 30 September 2009 | Year to 31 March 2010 | |
Total | Total | Total | |
| £'000 | £'000 | £'000 |
Revenue | - | 9,412 | 9,412 |
Operating profit | - | 511 | 511 |
Analysed as: | |||
Trading profit | - | 511 | 511 |
Net financing costs | - | (28) | (28) |
Analysed as: | |||
Financial income | - | 2 | 2 |
Financial expense | - | (30) | (30) |
Profit before taxation | - | 483 | 483 |
Taxation | - | (127) | (127) |
Profit after taxation | - | 356 | 356 |
The net cash flows in relation to Hampson Aerospace Machining Limited were £nil from operating activities (half year to 30 September 2009: £3,610,000 inflow, year to 31 March 2010: £3,610,000 inflow), £nil from investing activities (half year to 30 September 2009: £146,000 inflow, year to 31 March 2010: £146,000 inflow) and £nil from financing activities (half year to 30 September 2009: £297,000 outflow, year to 31 March 2010: £297,000 outflow).
17. Disposals continued
The Group's profit on disposal of Hampson Aerospace Machining Limited was as follows:
£'000 | |
Consideration - satisfied by cash | 22,227 |
Consideration - total | 22,227 |
Goodwill | 1,793 |
Intangible fixed assets | 161 |
Property, plant and equipment | 4,062 |
Inventories | 5,394 |
Trade and other receivables | 10,166 |
Taxation | 477 |
Cash and cash equivalents | (2,944) |
Trade and other payables | (4,300) |
Net assets disposed | 14,809 |
Profit on disposal before directly attributable costs | 7,418 |
Directly attributable costs in relation to disposal | (1,271) |
Profit on disposal of Hampson Aerospace Machining Limited | 6,147 |
Directly attributable costs relate to legal and other professional costs associated with the disposal.
As part of the disposal of Hampson Aerospace Machining Limited, Hampson Industries PLC disposed of the freehold interest in the properties in Leicester, UK and Alcester, UK occupied by the business to Darwin Private Equity LLP. The carrying value of the properties as at the date of disposal was £1,677,000. The properties were sold for £1,510,000, creating a loss on disposal of £167,000, which is included within the above disposal calculation.
18. Related party transactions
Related party transactions with key management personnel
Key management personnel is defined as the main Board of Directors of Hampson Industries PLC and the Executive Committee of the Board of Directors of Hampson Industries PLC, which includes, in addition to the Executive Directors, a number of other senior managers with operational or functional responsibility within the Group.
Other than the remuneration of each individual, there have been no other transactions with key management personnel during the year.
Related party transactions with other senior personnel
Composites Horizons Inc. leases part of its facility from a company that is part owned by a member of local senior management. This is considered a related party since Mr Jeffrey Hynes is President and CEO of Composites Horizons Inc. Mr Hynes does not sit on the main Board of Directors of Hampson Industries PLC or the Executive Committee of the Board of Directors of Hampson Industries PLC. Details of related transactions with Mr Hynes are as follows:
Relationship of Mr Hynes | Total value of transaction for period ending | |||||
30 September 2010 | 30 September 2009 | 31 March 2010 | ||||
Counterparty | Transaction | Note | $'000 | $'000 | $'000 | |
1517 Building LLC | 33.3% owned | Lease of one factory as part of Composites Horizons Inc. facility - 1517 Industrial Park Street | (a) | 91 | 86 | 176 |
(a) Composites Horizons Inc. leases part of its facilities from 1517 Building LLC. Under the terms of the lease, which expires on 30 June 2013, Composites Horizons Inc. is currently required to make total monthly rental payments of US$15,445 plus the payment of property taxes, maintenance and insurance, which was externally assessed as market value at the date of the lease. Monthly rental payment increases 4% each 1 July, and payments are due by the first of each month.
18. Related party transactions continued
No balance was outstanding as at 30 September 2010 (30 September 2009: no balance, 31 March 2010: no balance).
Other than transactions noted above and the remuneration of each individual, there have been no other transactions with senior personnel.
Related party transactions with significant shareholders
Related party transactions with businesses owned by Mr Randal Bellestri
As part of, and subsequent to, the acquisitions of Odyssey Industries Inc. and Global Tooling Systems Inc., the Group entered into various contracts with the principal vendor of both companies. These are considered to be related party transactions as the vendor, Mr. Randal Bellestri, continues to own approximately 5% of the Ordinary shares of the Company as of 30 September 2010. Details of related transactions with Mr Bellestri are as follows:
Relationship of Mr Bellestri | Total value of transaction for period ending | |||||
30 September 2010 | 30 September 2009 | 31 March 2010 | ||||
Counterparty | Transaction | Note | $'000 | $'000 | $'000 | |
RSS Holdings LLC | 100% owned | Lease of Odyssey Industries Inc. facility - 3020 IndianWood Road | (a) | 600 | 600 | 1,200 |
C & Sons Inc | 50% owned | Lease of Global Tooling Systems Inc. facility - 51400 Bellestri Court | (b) | - | 585 | 585 |
SSS Holdings LLC | 100% owned | Lease of Global Tooling Systems Inc. facility - 16445 23 Mile Road | (c) | 708 | 708 | 1,416 |
RDB Industries Inc | 100% owned | Rental of warehouse space to Odyssey Industries Inc. - N Lapeer Road | (d) | 180 | 180 | 60 |
RDB Industries Inc | 100% owned | Rental of warehouse space to Global Tooling Systems Inc. - N Lapeer Road | (e) | - | 30 | 40 |
(a) During the period Odyssey Industries Inc. leased its principal facilities from RSS Holdings LLC. Under the terms of the five year lease, which commenced on 1 May 2008, Odyssey Industries Inc. is required to make total monthly rental payments of US$100,000 plus the payment of property taxes, maintenance and insurance, which was externally assessed as market value at the date of the acquisition. Payment terms of this lease are payable within one month of invoice.
Odyssey Industries Inc. has the ability to extend the lease under two five year option terms provided appropriate notice is given under the terms of the lease. For the five year period commencing 1 May 2013 total monthly rental payments would be US$110,000 plus property taxes, maintenance and insurance, and for the five year period commencing 1 May 2018 total monthly rental payments would be US$121,000 plus property taxes, maintenance and insurance.
No balance was outstanding as at 30 September 2010 (30 September 2009: no balance, 31 March 2010: no balance).
(b) On 8 October 2008 notice was served by Global Tooling Systems Inc. to the landlord to terminate this lease so that they could move to larger premises. As part of the termination negotiations it was agreed between both parties that the total termination cost would be US$585,000 payable on 1 April 2009.
No balance was outstanding as at 30 September 2010 (30 September 2009: no balance, 31 March 2010: no balance).
18. Related party transactions continued
(c) During the period Global Tooling Systems Inc. leased its facilities from SSS Holdings LLC. Under the terms of the five year lease, which commenced on 1 October 2008, Global Tooling Systems Inc. is required to make total monthly rental payments of US$118,000 plus the payment of property taxes, maintenance and insurance from 1 January 2009, which was externally assessed as market value at the date of the lease agreement. Payment terms of this lease are payable within one month of invoice.
Global Tooling Systems Inc. has the ability to extend the lease under two five year option terms provided appropriate notice is given under the terms of the lease. For the five year period commencing 1 January 2014 total monthly rental payments would be US$130,000 plus property taxes, maintenance and insurance, and for the five year period commencing 1 January 2019 total monthly rental payments would be US$143,000 plus property taxes, maintenance and insurance.
No balance was outstanding as at 30 September 2010 (30 September 2009: no balance, 31 March 2010: no balance).
(d) During the period Odyssey Industries Inc. leased this warehouse space from 1 January 2009 under a two year lease, whereby Odyssey Industries Inc. is required to make total monthly rental payments of US$30,000 plus the payment of property taxes, maintenance and insurance. Payment terms of this lease are payable within one month of invoice. Rental and lease costs are in line with market value of similar warehouse units in the surrounding area to Odyssey Industries Inc.
No balance was outstanding as at 30 September 2010 (30 September 2009: no balance, 31 March 2010: no balance).
(e) During the prior period Global Tooling Systems Inc. rented warehouse space from RDB Industries Inc. to store inventory at a rent of US$15,000 per quarter. During the prior period Global Tooling Systems Inc. exited the warehouse space.
No balance was outstanding as at 30 September 2010 (30 September 2009: no balance, 31 March 2010: no balance).
Related party transactions with close family of Mr Randal Bellestri
A number of close family members of Mr Randal Bellestri worked at either Odyssey Industries Inc. or Global Tooling Systems Inc., over whom he may have been able to exert influence. These included his wife, children and brother. Other than the transactions noted above, the only other transactions are the remuneration of each individual.
The aggregated compensation of Mr Bellestri and close family was:
30 September 2010 | 30 September 2009 | 31 March 2010 | |
£'000 | £'000 | £'000 | |
Salaries and short term employee benefits | 137 | 369 | 676 |
Salaries and short term employee benefits comprise annual salary, benefits in kind, employer pension contributions and amounts accrued in respect of short term variable remuneration schemes. No members of Mr Bellestri's family were part of any post retirement defined benefit pension or healthcare schemes. No share options have been granted to Mr Bellestri or his family during the period.
Other than transactions noted above and the remuneration of each individual, there have been no other transactions with significant shareholders.
18. Related party transactions continued
Other related party transactions
During the six months ended 30 September 2010, the Company has entered into transactions with its subsidiary undertakings in respect of internal funding loans and provision of Group services (including IT, accounting and procurement services). Recharges are made for Group services based on the utilisation of those services.
Annual management recharges are levied by the Company to subsidiary undertakings to cover services provided, which for the half year ended 30 September 2010 amounted to £nil (half year to 30 September 2009: £nil, year ended 31 March 2010: £5,186,000). In addition to these services the Company acts as a buying agent for certain Group purchases e.g. insurance, which are recharged based on utilisation by the subsidiary undertaking.
Recharges are made to subsidiary undertakings for Group loans based on funding provided at an interest rate linked to the prevailing base rate of the country where the undertaking is based. No recharges are made in respect of balances due to or from otherwise dormant companies. Total interest
received by the Company from subsidiary undertakings for the six months ending 30 September 2010 was £447,000 (half year to 30 September 2009: £574,000, year ended 31 March 2010: £944,000) and total interest paid by the Company to subsidiary undertakings for the six months ending 30 September 2010 was £133,000 (half year to 30 September 2009: £nil, year ended 31 March 2010: £9,000).
Dividends of £3,371,000 were received by the Company from subsidiary undertakings during the six months to 30 September 2010, no dividends were paid by the Company to subsidiary undertakings during the half year to 30 September 2010 (half year to 30 September 2009: received £4,073,000, paid £nil, year ended 31 March 2010: received £27,840,000, paid: £nil).
The amount outstanding from subsidiary undertakings to the Company at 30 September 2010 totalled £32,260,000 (30 September 2009: £40,259,000, 31 March 2010: £26,752,000). Amounts owed to subsidiary undertakings by the Company at 30 September 2010 totalled £11,747,000 (30 September 2009: £487,000, 31 March 2010: £7,946,000). The Company had no expense in respect of bad or
doubtful debts of subsidiary undertakings during the half year to 30 September 2010 (half year to 30 September 2009: £nil, year to 31 March 2010: £nil).
The Company acts as principal employer to the Group's defined benefit pension scheme, which is closed to accrual of further benefit.
19. Contingent liabilities
Multi-lateral cross-guarantees have been given by the Company and certain subsidiaries in respect of financial indebtedness under bank borrowing facilities. Contingent liabilities exist in respect of performance bonds, forward foreign exchange commitments and other guarantees which arise in the normal course of business and are not expected to give rise to any loss.
20. Other information
This statement will be posted to shareholders on or around 3 December 2010 and will be available for review at the Group's website shown below. Copies are also available from the Company's registered office, at the address shown below:
Group Headquarters and Registered Office
Hampson Industries PLC,
7 Harbour Buildings,
Waterfront West,
Dudley Road,
Brierley Hill,
West Midlands,
DY5 1LN.
Tel: +44 (0)1384 485345
Fax: +44 (0)1384 472962
Website: www.hampsongroup.com
Registrars and Transfer Office
Equiniti,
Aspect House,
Spencer Road,Lancing,West Sussex,BN99 6DA.
Tel: +44 (0)871 384 2030
Related Shares:
HAMP.L