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Preliminary Results

6th Dec 2011 07:00

RNS Number : 3949T
Superglass Holdings PLC
06 December 2011
 



 

 

For immediate release

6 December 2011

 

 

 

 

Superglass Holdings plc

("Superglass" or the "Company or the "Group")

 

Preliminary Results for the Year ended 31 August 2011

 

Superglass Holdings plc, the UK's leading independent manufacturer of glass fibre insulation solutions today announces its preliminary results for the year ended 31 August 2011.

 

Financial highlights

 

·; Successful equity issue and capital restructuring completed on 2 December 2011 to fund the Group's planned capital expenditure programme and to provide working capital

o £8.0m net of expenses raised from investors

o Core borrowings reduced to £5.1m through the conversion of £12.15m of bank debt into convertible shares

o Up to £2.0m RSA grant award from Scottish Enterprise

·; Results in line with recent market expectations

·; Revenue £32.4m (2010: £31.4m)

·; Loss before tax, amortisation of intangibles and exceptional items £0.6m (2010 PBTAE*: £3.7m)

·; Adjusted EPS of 1.5 pence (2010: 7.0 pence)*

·; Balance sheet strengthened subsequent to the year end

o Pro forma consolidated net assets at 31 August 2011 £19.0m

 

* PBTAE - Profit before tax adjusted for the effect of amortisation of intangibles and exceptional items. Similarly EPS is also adjusted for the amortisation of intangibles and exceptional items.

 

Operational highlights

 

·; Sales volumes up 13% on prior year through broader routes to market and an increased customer base

·; Efficiency improvements made to the manufacturing plant ahead of next year's substantial capital expenditure programme

 

Tim Ross, Chairman commented: 

 

"The planned capital expenditure programme is much needed and will commence in March next year with completion scheduled for March 2013. In conjunction with external consultants we have identified a number of areas where, for a total investment of £6.5m, we can upgrade our processes and equipment to deliver operating efficiency gains and increased capacity. This investment will result in savings of up to £3.6m in annual operating costs which will start to impact meaningfully in the 2012/13 financial year. It underpins a clear strategy for growth which combines a lower delivered product cost with a broader customer base and product range to strengthen Superglass' competitive position."

 

For further information, please contact:

 

Superglass Holdings plc

Alex McLeod, Chief Executive Officer

Tony Kirkbright, Chief Finance Officer

 

01786 451 170

 

Buchanan

Diane Stewart, Tim Anderson, Carrie Clement

 

0131 226 6150 / 0207 466 5000

Brewin Dolphin Limited

Sandy Fraser

0131 225 2566

 

 

Chairman's Statement

 

My statement today looks to the future. Over the last year, Superglass has faced unprecedented operational and trading challenges. These have been well documented. Despite this the management team has worked hard not only to increase sales to £32.4m by broadening the Group's customer base and routes to market but also to transform fundamentally the capital base of the Company through a successful equity issue and capital restructuring.

 

On 2 December 2011, Superglass confirmed that it had raised £8.0m net of expenses from investors and agreed a capital restructuring in collaboration with its bankers, Clydesdale Bank to reduce its core borrowings to £5.1m through the conversion of £12.15m of its bank debt into convertible shares. On 17 November, Scottish Enterprise announced that it had approved Superglass' Regional Selective Assistance application for a grant of up to £2.0m. The net proceeds of the grant and equity issue will be used to fund the Group's planned capital expenditure programme and to provide additional working capital.

 

This capital expenditure programme is much needed and will commence in March next year with completion scheduled for March 2013. In conjunction with external consultants we have identified a number of areas where we can upgrade our processes and equipment to deliver increased capacity and operating efficiency gains resulting in savings of up to £3.6m in annual operating costs which will start to impact meaningfully in the 2012/13 financial year. This investment underpins a clear strategy for growth which combines a lower delivered product cost with a broader customer base and product range to strengthen Superglass' competitive position.

 

I would like to take this opportunity to thank all our existing and new investors as well as Clydesdale Bank and Scottish Enterprise for their substantial support as we move into the next stage of our development and position Superglass for the future.

 

Tim Ross

Chairman

 

 

Chief Executive's Statement

 

Introduction

 

During the year to 31 August Superglass faced a combination of exceptionally challenging market and operational conditions. Against this backdrop, the Group is today reporting trading in line with recent market expectations. Revenue was up 3% to £32.4m despite the continued shortfall in the Carbon Emissions Reduction Target Scheme (CERT). Profitability was significantly affected by lower selling prices, higher energy costs and the impact of the repairs and pre-emptive maintenance works to the fabric of our two furnaces in the first half of the year reducing our production capacity and resulting in a loss before tax, amortisation of intangibles and exceptional items of £0.6m (PBTAE 2010: £3.7m).

 

The management team has taken positive action to confront these challenges and as a result has delivered

·; a comprehensive recapitalisation of the balance sheet since the year end

·; the continued broadening of Superglass' routes to market and its customer base

·; an increase in volumes during the second half of the year

·; Some efficiency improvements within the constraints of the current operating infrastructure

·; A blueprint for a capital expenditure programme to deliver a significant reduction in annual operating costs

Recapitalisation

 

I am delighted that with support from equity investors, Clydesdale Bank and Scottish Enterprise subsequent to the year end, we have been able to transform Superglass' capital base, not only enabling us to implement a capital investment programme which will commence in March 2012, but also providing us with the working capital we need to stabilise and grow our business. The investment will substantially improve the operating efficiency of our manufacturing plant to reduce our cost base by more than 15%, to improve product quality and to provide an additional 10% of production capacity.

 

Highlights of the recapitalisation are as follows:

 

·; Equity fundraising of £8.0m net of expenses

·; Regional Selective Assistance award of up to £2.0m

·; Bank term loan reduced by £12.15m to £5.1m through a conversion of debt into convertible shares, these being exercisable into ordinary shares after two years

o Equity conversion terms: 12% at post share reorganisation trigger price of 70p and 11% at post share reorganisation trigger price of 90p

·; New bank facility terms agreed

o Repayment holiday on residual core debt of 2 years, thereafter repayable in quarterly instalments

o No covenant tests for two years, rolling 12 month cashflow and interest cover covenants tested quarterly thereafter

o Committed Revolving Credit Facility until November 2016

Capital Expenditure Programme to Achieve Lower Delivered Costs

 

In March 2011, the Group instructed the consultancy firm CM Projects, which specialises in projects for the glass processing industry, to undertake a high level benchmarking study of its production facilities and processes. In its report to Superglass, CM Projects highlighted several areas of the Group's manufacturing and product handling processes which could be improved significantly.

 

The actions identified comprise seven discrete process areas requiring phased upgrades and modifications to existing machinery which, once fully implemented, have the potential to deliver aggregate annual operating cost savings of up to £3.6 million for an aggregate capital outlay, including a provision for fees and other contingencies, of approximately £6.5 million. Furthermore, this expenditure is also likely to result in improved product quality, increased production capacity and increased product compression leading to reduced transport costs.

 

The Board has now approved a detailed implementation plan, with the first phase of seven discrete project areas scheduled to commence in March 2012. Cost savings are expected to start to flow through from the 2012/2013 financial year onwards.

 

 

 

 

Operations

 

The financial year was a year of significant transition in operations. It began with the recovery from the furnace failure at the end of the previous financial year. Our second furnace was refurbished in December 2010 and as a result we anticipate an extended working life for both furnaces until post 2015.

 

Despite limited availability of capital spending our operations team was able to deliver significant improvement in operating efficiency levels.

 

Sales and Markets

 

Overall sales volumes were 13% ahead of prior year. This was due, in particular, to the growth we achieved in sales to specialist distributors where volumes were approximately 25% ahead of last year's equivalent period. We also grew our volumes with builders' merchants, which showed a 21% increase.

 

CERT activity throughout the year was below expectations. Increased installations have resulted in some modest improvement in volumes since the year end. Recent Government statements reminding energy suppliers of their obligations to meet CERT targets by December 2012 are welcome.

 

Pricing came under pressure for much of the financial year due to the continued lack of expected CERT activity. At a time of substantially increased energy costs, selling prices fell by more than 5%. However, with increasing demand since the year end and given that our plant is operating at close to full production capacity for cured products, the prospects for price recovery are more encouraging.

 

Dividends

 

Dividend payments have been suspended during 2011, largely as a result of the trading and financial position of the Company. The Board has agreed not to resume dividend payments during the next two financial years. In determining the level of future dividend payments thereafter, the Directors will take account of the profitability, cash generation and underlying growth of the business while seeking to maintain an appropriate level of dividend cover.

 

Market Drivers and Future Strategy

Recent market research indicates that the UK Building Insulation Market will experience a trend rate of compound annual growth in excess of 5% between now and the end of 2015, much of which will be driven by Government legislation and the tightening regulatory environment and energy efficiency standards affecting residential, commercial and industrial property construction. Structural drivers of market demand are expected to include the mandatory Government targets imposed under CERT for the period ending December 2012; the Green Deal initiative which is intended to realise a further reduction in domestic energy consumption following the expiry of the CERT obligations; the progressive impact of planned changes to building regulations governing both the residential and commercial sectors; and the impact of rising energy costs.

 

Our strategy is to position Superglass to maximise its share of the potential benefits from the structural growth drivers identified above, through the following initiatives:

 

·; the successfully completed recapitalisation of the business;

·; the delivery of a material improvement in the Group's competitive market position through the lower delivered cost initiative which underpins the Group's capital expenditure plans; and

·; continued diversification and strengthening of the Group's market position by broadening its customer base, its penetration of new market channels and the introduction of new value-added products.

Current Trading and Outlook

 

Superglass sales volumes continue to be ahead of prior year in cured products compensating for continuing underperformance in CERT-related blowing wool product lines. As a result output in non-CERT-dependent product lines is running at close to full capacity.

 

The Board expects product mix, market weakness and cost pressures to continue to affect margins throughout the first half of the current financial year.

 

Looking forward, and as noted in previous statements, a substantial increase in energy suppliers' activity is now required to achieve the Government's mandatory CERT targets before the expiry of CERT in December 2012. This provides some grounds for optimism in the short term. However, the current level of activity within the residential housebuilding market in the UK, together with the well-documented pressures on the consumer, provide ample grounds for caution as to the likelihood of any significant uplift in overall market demand in 2012. The key operating assumptions upon which the debt reduction and restructuring and the capital expenditure programme have been based are intended to ensure that the Group's financial position remains secure even in the absence of a sustained recovery in market conditions.

 

In any event, 2012 will be a year of transition for Superglass with underlying trading performance likely to be impacted by the capital expenditure programme which is planned to commence in March 2012 and continue throughout the remainder of the calendar year. The payback from this programme will be reflected within the Group's financial results in future trading periods and its fundamental purpose is to restore the Group's competitive market position. This is expected, in turn, to provide the platform for a recovery in underlying trading performance in the medium term, whether or not there is any sustained upturn in overall market demand.

 

Financial Review

 

Revenue

 

Sales revenue increased by 3% in the year to £32.4m (2010: £31.4m). Sales volumes were restricted by production availability during the first half year, downtime following the July 2010 furnace failure and precautionary refurbishment of the second furnace, reducing production availability by 20% during this period. Sales during the second half were 16% up and volumes rose across most supply channels, the major exception being in CERT related cavity blowing wool. Sales prices were however under pressure throughout much of the year.

 

Operating Profit

 

Adjusted operating profit (before amortisation and exceptional costs) fell from £4.3m in the period ended 31 August 2010 to £0.2m. Production volume increased over the corresponding period. This was however, overshadowed by significant increases in energy costs. Despite hedging a proportion of our forward purchase requirements, average purchase prices for energy rose by 37%. In addition rising oil prices drove up costs for packaging, certain raw materials and transport which could not be passed on.

 

Administrative expenses rose by £0.6m, primarily as a result of the effect of increased insurance costs and one off provision adjustments.

 

A total of £4.2m was charged for amortisation of intangibles, which represents the final year of this charge. Net profit in subsequent years should be more closely aligned with the cash generation of the Group.

 

Finance Costs

 

Finance charges amounted to £0.8m in the 2010/11 financial year. As a result of the reduced level of core borrowings in the business following the recapitalisation of the Company, we expect finance costs to reduce by £0.3m in the current financial year.

 

Exceptional costs

 

Exceptional costs of £0.2m related to the planned closure of our small loss making conversion operation and the completion of an environmental improvement programme.

 

Taxation

 

The underlying effective current tax charge (excluding adjustments in respect of prior years and the deferred tax adjustments in respect of the substantively enacted tax rate reduction) for the Group is 27% (2010: 30%).

 

Earnings per share

 

Adjusted earnings per share (excluding amortisation of intangible assets and exceptional items) were 1.5p (2010: 7.0p). The basic loss per share amounted to 6.2p (2010 loss per share: 0.5p).

 

 

Pension Scheme

 

The Group continues to operate a defined contribution Group personal pension plan which is administered by a major specialist pension provider and therefore has no unforeseen present or future pension liabilities.

 

Net Assets

 

The equity issue and debt conversion subsequent to the year end significantly strengthened the Group's balance sheet. The table below is illustrative and shows the Group's consolidated net assets on a pro forma basis as at 31 August 2011, adjusted for the impact of the subsequent equity raise and the conversion of bank debt into equity. Unadjusted net liabilities were £1.0m. Immediately following the equity issue, cash and cash equivalents increased to £7.6m. Short and long term borrowings reduced by £12.1m to £5.1m following the capital restructuring resulting in adjusted pro forma net assets of £19.0m.

 

Pro forma net assets statement as at 31 August 2011

 

UnadjustedNet assets at 31 August 2011

AdjustmentIssue of new shares

AdjustmentNew banking facilities

Pro forma Consolidated net assets at 31 August 2011

£000

£000

£000

£000

Non-current assets

Property, plant and equipment

15,426

-

-

15,426

Intangible assets

10,021

-

-

10,021

Current assets

Inventories

2,284

-

-

2,284

Trade and other receivables

2,461

-

-

2,461

Cash and cash equivalents

7,637

-

7,637

Total assets

30,192

7,637

-

37,829

Current liabilities

Other loans and borrowings

5,500

(319)

(5,164)

17

Trade and other payables

11,362

-

-

11,362

Current tax

693

-

-

693

Non-current liabilities

Other loans and borrowings

12,086

-

(6,986)

5,100

Deferred tax

1,617

-

-

1,617

Total liabilities

31,258

(319)

(12,150)

18,789

Net (liabilities)/assets

(1,066)

7,956

12,150

19,040

Treasury and Financial Risk Management

 

Superglass aims to reduce financial risks wherever possible and ensure that it has sufficient liquidity to meet all foreseeable needs. Forward currency contracts in US Dollars are used to hedge foreign currency purchases of certain manufacturing consumables with the objective of minimising the effect of fluctuations in exchange rates on future transactions and cash flows.

 

To the extent that Group purchases denominated in Euros cannot be offset against sales receipts, forward currency contracts in Euros are used. Separate bank accounts are held for all currencies in which trade is conducted, in order to facilitate the collection of debts and the management of currency positions.

 

The Group normally enters long term flexible energy supply contracts, which allow it to forward purchase a variable proportion of its power requirements for up to 36 months. The gas supply contract renewal negotiation was deferred pending completion of the equity raise and capital restructuring and will now be concluded prior to the expiry of the existing contract on 31 March 2012.

 

Proven credit control procedures have been developed which, together with cover provided by its credit insurer, minimises the credit risk to the Group. For the year ended 31 August 2011 the bad debt expense amounted to 0.03% of sales (2010: 0.09%), achieved against a backdrop of restricted availability of credit insurance from commercial insurers for parts of the customer base.

 

Share Capital

 

Following the recapitalisation subsequent to the year end, the Company has two classes of share capital which consist of ordinary shares and convertible shares.

 

Ordinary Shares

 

The ordinary shares carry no right to fixed income, but holders are entitled to receive dividends as declared from time to time and are entitled to one vote per share at meetings of the Company. All shares rank equally with regard to the Company's residual assets and there are no restrictions on the transfer of the Company's shares. During the period the Company complied fully with the requirements that apply to its shares as a consequence of these shares being listed on The London Stock Exchange.

 

Convertible Shares

 

The convertible shares which are owned by Clydesdale Bank have rights of conversion into ordinary shares in the capital of the Company in two tranches, subject to certain conditions such that, if all the convertible shares were to be converted at the agreed conversion ratio, the resulting interest in ordinary shares held by Clydesdale Bank would be 14,985,748 ordinary shares (equivalent to 23% of the newly adjusted share capital).

 

The first tranche of 12% will be convertible if, between 2 December 2013 and 2 December 2023, the Company's average ordinary share price, for a period of at least 20 consecutive days is greater than or equal to 70 pence.

 

If during that same period and using the same methodology, the Company's average ordinary share price is greater than or equal to 90 pence, the second tranche of 11% will be convertible in full.

 

The convertible shares will be entitled to participate in a return of capital and, following an entitlement to convert into ordinary shares arising, the appropriate number of convertible shares will be entitled to participate in dividends and other distributions of profits pari passu with the ordinary shares in issue. The convertible shares will be entitled to participate in a future fund raising of the Company but will have no voting rights, save in limited circumstances.

 

The convertible shares will not be listed on the Official List of the London Stock Exchange nor will they be admitted to trading on an investment exchange.

 

 

Financial KPIs

2011

2010

(Loss)/profit before tax and amortisation margin (excluding exceptional items)

EBITA margin (excluding exceptional items)

(1.8%)

0.5%

11.8%

13.7%

Interest cover/(EBITDAE/interest)

Capex/depreciation

Underlying earnings per share *

2.1x

143.3%

1.5p

9.0x

83.0%

7.0p

 

* Underlying results exclude the £4.2m charge for amortisation of intangible assets (2010 £4.4m) and exceptional items of £0.2m (2010: nil). The term underlying is not defined in IFRS and therefore may not be comparable with similarly titled measures reported by other companies. Underlying measures are not intended as a substitute for, or superior measure to, IFRS measures.

 

 

 

 

 

Operational Risks and Uncertainties

 

There are a number of potential risks and uncertainties which could have an impact on the Group's performance. The directors have introduced improved risk profile reporting, closely monitoring market trends and risks on an ongoing basis, which are the focus of monthly management meetings where performance is measured against budget, forecast and prior year. The key risks and uncertainties facing the Group are as follows:

 

Future market conditions may be less favourable than the Directors expect

The Directors expect that Government led initiatives aimed at improving the energy efficiency of residential, commercial and industrial buildings, together with changes to UK building regulations, will be of continuing importance in underpinning the Group's markets for the foreseeable future. In the event that these initiatives do not proceed in the form anticipated by the Directors, the Group's sales volumes and trading prospects may be adversely affected.

 

There may be excess glass wool manufacturing capacity in the UK in the future, resulting in more competitive market conditions

In the event that future market demand does not grow in accordance with the Directors' expectations or available UK glass wool manufacturing capacity increases more rapidly than they currently anticipate due, for example, to new market entrants, there may be an excess supply of product in the domestic market. Such a situation could create downward pressure on selling prices.

 

Superglass derives a significant proportion of its sales from a small number of key customers

In the financial year ended 31 August 2011, approximately 78% of the Group's total turnover was derived from ten major customers. In the event that orders placed by these key customers fall below the Directors' expectations in the future or that the relevant contracts with these key customers are renewed on less favourable terms or terminated, the Group's prospects and financial performance may be adversely affected, although the risk of material loss of sales volume is mitigated by the decentralised nature of the Group's key trading relationships and related purchasing decision making.

 

The Group derives all its sales from one type of product

Unfavourable publicity or other adverse reputational factors concerning the Group and its products, as well as a reduction in demand for this type of product or new products entering the market could damage customer goodwill and the Group's market position.

 

The Group operates from a single manufacturing site

The Group produces glass wool insulation at a single manufacturing site in Stirling, Scotland. In the event of a prolonged interruption to production at this site, Superglass would not have the ability to transfer its manufacturing activities to other facilities and may not be able to meet the demand for its products from customers and prospective customers, potentially eroding its market position.

 

The Group's operations could be adversely affected if it is unable to maintain a co-operative relationship with Glass Inc., a supplier of key technology

The Group has a long term agreement with Glass Inc. for the use of certain fiberising technology and knowhow. Additionally, the Group purchases fiberising equipment from Glass Inc. that is used in the production process; Glass Inc. is the exclusive supplier of this equipment. In the event that the technology or fiberising equipment ceased to be available to Superglass in the required form, there could be a material adverse effect on its ability to trade and therefore on the financial performance and prospects of the Group until alternative manufacturing arrangements could be implemented.

 

There is no certainty that the Group can optimise all of the efficiency improvements envisaged without Glass Inc's co-operation and agreement, however there is reasonable expectation that this will be provided.

 

Infrastructure limitations

The Group relies on the uninterrupted operation of its IT, manufacturing and other systems for the proper running of its commercial operations. Any significant breakdown of, or disruption to, these systems could have an adverse effect on production or the effective control of its commercial operations and risks. This could have a material adverse effect on the Group's business, financial performance and prospects.

 

The Group's operations expose it to the risk of health and safety and environmental liabilities

It is the policy of the Group to ensure that its employees work in as safe an environment as possible and that the risk and incidence of industrial accident or injury is minimised. Nevertheless, there are certain hazards associated with its manufacturing activities. The Group has actively promoted health and safety in the work place in recent years and seeks to actively comply with its health and safety regulations. However, future occurrences could result in financial liabilities or penalties or a prolonged suspension of production.

 

The Group strives to comply with current environmental legislation. Future changes to environmental law may require the Group to adopt alternative and less efficient or more costly production processes and were the Group to infringe environmental legislation that could result in prolonged suspension of manufacturing operations and possible financial liabilities or penalties.

 

The supply of energy may be subject to disruption or price fluctuation

Gas and electricity supplies are required for the operation of the Group's plant and production processes. Whilst the Group has entered into purchasing agreements that provide non-interruptible energy supplies and an element of price stability in the short term, increasing energy costs in particular may impact on trading margins if they cannot be passed on to customers. However, the Group aims to mitigate short term fluctuations in energy prices through a progressive hedging policy.

 

The Group's continued success depends on the future services and performance of key executives and personnel

The Group depends on the continued service of its senior management, including its executive directors and senior management team. The executive directors and senior managers have significant industry and operational experience that is of key importance to the Group's business. Superglass has entered into service agreements with each of these individuals, but retention of their services cannot be guaranteed. If the Group lost or suffered an interruption in the services of any of its executive directors or of a number of its senior managers, or if it was unable to continue to attract or develop new senior management with appropriate skills, the Group's financial performance and prospects may be adversely affected.

 

 

 

 

Consolidated income statement

for the year ended 31 August 2011

 

31 August

31 August

2011

2010

Note

£000

£000

Revenue

32,368

31,438

Cost of sales

(25,205)

(21,385)

Gross profit

7,163

10,053

Distribution expenses

(4,024)

(3,345)

Administrative expenses

(7,646)

(7,042)

Other operating income

231

270

Operating loss

(4,276)

(64)

Financial expenses

(754)

(632)

Loss before taxation

(5,030)

(696)

Analysed as:

(Loss)/profit before taxation, exceptional items and amortisation of intangible assets

(594)

3,693

Exceptional items

(217)

-

Amortisation of intangible assets

(4,219)

(4,389)

Loss before taxation

(5,030)

(696)

Taxation

2

1,441

379

Loss for the year attributable to equity holders of the parent

(3,589)

(317)

Loss per share

Basic loss per share

3

(6.2)p

(0.5)p

Diluted loss per share

3

(6.2)p

(0.5)p

 

 

 

 

Consolidated statement of recognised income and expense

for the year ended 31 August 2011

 

31 August

31 August

2011

2010

£000

£000

Loss for the year

(3,589)

(317)

Total recognised comprehensive expense for the year attributable toequity holders of the parent

(3,589)

(317)

 

 

 

Consolidated balance sheet

as at 31 August 2011

 

2011

2010

Note

£000

£000

£000

£000

Non-current assets

Property, plant and equipment

15,426

14,799

Intangible assets

10,021

14,211

25,447

29,010

Current assets

Inventories

2,284

2,561

Trade and other receivables

2,461

1,674

Cash and cash equivalents

-

375

4,745

4,610

Total assets

30,192

33,620

Current liabilities

Interest-bearing loans and borrowings

5,500

3,322

Trade and other payables

11,374

9,850

Deferred Government grants

-

144

Income tax payable

693

915

17,567

14,231

Non-current liabilities

Interest-bearing loans and borrowings

12,086

14,231

Deferred tax

1,605

2,788

13,691

17,019

Total liabilities

31,258

31,250

Net (liabilities)/assets

(1,066)

2,370

Equity attributable to equity holders of the parent

Share capital

583

583

Share premium

1,108

1,108

Retained earnings

(2,757)

679

Total equity

(1,066)

2,370

 

 

 

 

Consolidated cash flow statement

for the year ended 31 August 2011

 

31 August

31 August

2011

2010

Note

£000

£000

Cash flows from operating activities

Loss for the year

(3,589)

(317)

Adjustments for:

Depreciation and amortisation

5,668

5,828

Net financial expense

754

632

Taxation

2

(1,441)

(379)

Equity-settled share-based payment transactions

153

131

Cash from operating activities before changes in working capital and provisions

1,545

5,895

Decrease/(increase) in inventories

277

(580)

(Increase)/decrease in trade and other receivables

(787)

938

Increase in trade, other payables and deferred Government grants

1,416

1,892

Cash generated from operations

2,451

8,145

Interest paid

(754)

(632)

Tax paid

-

(1,365)

Net cash from operating activities

1,697

6,148

Cash flows from investing activities

Acquisition of intangible assets

(29)

-

Acquisition of property, plant and equipment

(2,076)

(1,195)

Net cash used in investing activities

(2,105)

(1,195)

Cash flows from financing activities

Repayment of borrowings

(488)

(3,295)

Payment of finance lease liabilities

(33)

(36)

Dividends paid

-

(435)

Net cash used in financing activities

(521)

(3,766)

Net (decrease)/increase in cash and cash equivalents

(929)

1,187

Cash and cash equivalents at beginning of year

375

(812)

Cash and cash equivalents at end of year

(554)

375

 

 

 

Consolidated statement of changes in equity

for the year ended 31 August 2011

 

Share

Share

Retained

Total

capital

premium

earnings

equity

£000

£000

£000

£000

Balance at 31 August 2009

583

1,108

1,300

2,991

Total comprehensive expense

-

-

(317)

(317)

Dividend paid

-

-

(435)

(435)

Equity-settled share-based payments

-

-

131

131

Balance at 31 August 2010

583

1,108

679

2,370

Total comprehensive expense

-

-

(3,589)

(3,589)

Equity-settled share-based payments

-

-

153

153

Balance at 31 August 2011

583

1,108

(2,757)

(1,066)

 

 

1. Accounting policies

Superglass Holdings Plc is a company domiciled and incorporated in the United Kingdom. The financial statements were approved by the Board on 6 December 2011.

Statement of compliance

The consolidated financial statements have been prepared in accordance with IFRS (including International Financial Reporting Interpretations Committee (IFRIC) interpretations) as adopted by the EU (adopted IFRS). The Company has elected to prepare its parent company financial statements (which are not included in the RNS) in accordance with UK GAAP.

Basis of preparation

The financial statements are prepared on the historical cost basis. The consolidated financial statements are presented in Pounds Sterling which is the Company's presentational and functional currency. The financial statements have been prepared on the going concern basis. The Directors considered all factors likely to influence its future performance and financial position, including cash flows, borrowing facilities and the risks and uncertainties relating to its business activities. The key factors considered by the Directors were:-

 

·; The implications of the challenging economic environment and weakening levels of demand

·; The impact of upward price pressure on input prices

·; The ability of the Group to maintain its frequency of trade receivables and the credit risk associated with these balances;

·; The competitive environment in which the Group operates

·; The potential actions that could be taken in the event that revenues are worse than expected, in order to protect cash flows and operating profit

·; The financial restructuring that took effect on 2 December 2011, including the receipt of £8.0m of net proceeds on the issue of new shares and the conversion of £12.15m of debt into convertible shares, thereby significantly reducing the Group's ongoing financing costs.

·; The revised finance facilities available following the financial restructuring referred to above and the ability of the Group to be able to operate within agreed (revised) banking covenants

 

The preparation of financial statements in conformity with adopted IFRS requires the Directors to make judgements, estimates and assumptions that affect the application of policies and reported amounts of assets and liabilities, income and expense. The estimates and judgements are based on historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis of making judgements about carrying amounts of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates. The accounting policies adopted have been applied consistently to all periods presented in these financial statements.

 

 

2. Taxation

Recognised in the income statement

2011

2010

£000

£000

Current tax expense

Current year

(258)

944

Adjustments in respect of prior years

-

(39)

(258)

905

Deferred tax expense

Origination and reversal of temporary differences

(1,024)

(1,113)

Adjustment in respect of a change in tax rate

(101)

(141)

Adjustment in respect of prior years

(58)

(30)

(1,183)

(1,284)

Total tax credit in income statement

(1,441)

(379)

 

Reconciliation of effective tax rate

2011

2010

%

£000

%

£000

Loss before tax

(5,030)

(696)

Tax using the UK corporation tax rate of27% (2010: 28%)

(27)

(1,358)

(28)

(195)

Non-deductible expenses

1

48

2

16

Adjustments in respect of prior years

(1)

(58)

(10)

(69)

Adjustments in respect of capital items

0

(15)

(4)

(31)

Adjustment to deferred tax as a result of change in tax rates

(2)

(101)

(20)

(141)

Impact of reduction in deferred tax rate

1

43

6

41

Total tax in income statement

(28)

(1,441)

(54)

(379)

 

The Emergency Budget on 22 June 2010 announced that the UK corporation tax rate would reduce from 28% to 24% over a period of four years from 2011.

The first reduction in the UK corporation tax rate from 28% to 27% was substantively enacted on 20 July 2010 and was to be effective from 1 April 2011. The March 2011 budget accelerated the tax rate reduction from 1 April 2011 to 26% and provided that the rate will fall ultimately, to 23%. This will reduce the Group's future current tax charge accordingly.

The substantively enacted tax rate at the year end, for deferred tax purposes, is 25% and this has resulted in a reduction in the deferred tax liability recognised during the year by £101,000. It has not yet been possible to quantify the full anticipated effect of the announced further 3% rate reduction, although this will further reduce the Group's future current tax charge and reduce the Group's deferred tax liabilities.

 

3. Loss per share

The calculation of basic loss per share and underlying earnings per share is based on the profit attributable to ordinary shareholders as follows:

2011

2010

Basic

Adjusted

Basic

Adjusted

Earnings (£000)

(3,589)

(3,589)

(317)

(317)

Adjusted for:

Exceptional Items

-

217

-

-

Amortisation of intangibles (£000)

-

4,219

-

4,389

(3,589)

847

(317)

4,072

Number of shares at start of period

58,333,333

58,333,333

58,333,333

58,333,333

Effects of own shares held

(395,000)

(395,000)

(395,000)

(395,000)

Weighted average number of shares

57,938,333

57,938,333

57,938,333

57,938,333

Weighted average number of diluted shares

57,938,333

57,938,333

57,938,333

57,938,333

(Loss)/ earnings per share

(6.2)p

1.5p

(0.5)p

7.0p

Diluted (loss )/earnings per share

(6.2)p

1.5p

(0.5)p

7.0p

 

4. Post balance sheet events

 

Subsequent to the year end the Company has concluded an issue of equity share capital. The share issue was approved by shareholders at an Extraordinary General Meeting held on 30 November 2011 on the terms noted below.

 

The issue of 47,272,745 New Ordinary Shares by way of a Firm Placing, Placing and Open Offer at an Issue Price of 20p per share to raise a total of £9.5m.

 

On completion of the Firm Placing and Placing and Open Offer, the Company has undertaken a share consolidation such that the Existing Ordinary Shares are consolidated into Post-Consolidation Ordinary Shares on a twenty for one basis.

 

The revised Ordinary share capital of the Company consists of 50,169,681 New Ordinary Shares with a par value of 20p.

 

The Group's bankers have converted £12.15 million of the current outstanding core borrowings into 14,985,748 Convertible Shares, which subject to certain conditions will have the rights of conversion into Ordinary Shares in the capital of the Company representing 23% of the entire issued share capital following conversion.

 

The conversion has the effect of reducing the Group's core borrowings to approximately £5.1 million. No repayment of these core borrowings is required for a period of two years from November 2011; thereafter, repayment will be made in equal quarterly instalments of £425,000 commencing on 30 November 2013. In addition, there is no covenant compliance for a period of two years from November 2011; the Group's rolling twelve month cash flow and interest cover will be tested on a quarterly basis thereafter.

 

In addition to the above, the Group has also secured a Regional Selective Assistance Grant from Scottish Enterprise of up to £2 million.

 

5. Status of accounts

 

The financial information set out above does not constitute the Company's statutory accounts for the years ended 31 August 2011 or 31 August 2010 but is derived from those accounts. Statutory accounts for the year ended 31 August 2010 have been delivered to the Registrar of Companies, and those for the year ended 31 August 2011 will be delivered following the company's Annual General Meeting. The auditors have reported on those accounts. Their reports were unqualified and did not contain statements under Section 498(2) or (3) of the Companies Act 2006.

 

These results are to be approved by the Board of Directors on 6 December 2011.

 

This information is provided by RNS
The company news service from the London Stock Exchange
 
END
 
 
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