Clyde Process Solutions plc - Interim Results
| Press Release | 25 November 2009 |
(“CPS” or the “Group”)
| Group revenue up 6% to £38.5 million (2008: £36.2 million) | |
| Operating profit before exceptionals up 46% to £4.1 million (2008: £2.8 million) | |
| Cash from operations of £2.4 million (2008: £2.2 million) | |
| Profit before tax up 55% to £3.1 million (2008: £2.0 million) | |
| EBITDA up 44% to £4.6 million (2008: £3.2 million) |
| Clyde Process Solutions plc | |
| Alex Stewart, Chief Executive | Tel: +44 (0) 1355 575 000 |
| | www.clydeprocesssolutions.com |
| Nominated Adviser | |
| Stuart Lane / Antony Legge | Tel: +44 (0) 207 448 4400 |
| Astaire Securities plc | |
| Broker | |
| Chris Hardie | Tel: +44 (0) 207 398 1600 |
| Arden Partners | |
| Abchurch | |
Sarah Hollins / George Parker | Tel: +44 (0) 20 7398 7719 |
Chairman’s and Chief Executive’s Statement
Jim McColl | Alex Stewart |
Chairman | Chief Executive |
25 November 2009 |
Consolidated Income Statement
for the 6 months ended 31 August 2009
| Basic earnings per share | 6 | 5.35p | 3.82p | 9.91p |
| Diluted earnings per share | 6 | 5.31p | 3.34p | 9.28p |
Consolidated Statement of Comprehensive Incomefor the 6 months ended 31 August 2009 The accompanying notes are an integral part of this interim report.
Consolidated Balance Sheet
at 31 August 2009
| 31 August 2009 (unaudited) | 31 August 2008 (unaudited) | 28 February 2009 (audited) | ||
| Note | £’000 | £’000 | £’000 | |
| ASSETS | ||||
| Non-current assets | ||||
| Intangible assets | 54,559 | 49,573 | 61,667 | |
| Property, plant and equipment | 10,019 | 8,588 | 10,856 | |
| Deferred income tax assets | 5,253 | 3,538 | 4,215 | |
| 69,831 | 61,699 | 76,738 | ||
| Current assets | ||||
| Inventories | 5,596 | 5,628 | 5,486 | |
| Trade and other receivables | 17,216 | 18,410 | 21,080 | |
| Current tax receivable | 29 | 92 | 21 | |
| Derivative financial instruments | 46 | 6 | 42 | |
| Cash and cash equivalents | 5,423 | 4,477 | 6,486 | |
| 28,310 | 28,613 | 33,115 | ||
| LIABILITIES | ||||
| Current liabilities | ||||
| Bank borrowings and finance leases | 7 | (2,022) | (1,249) | (2,019) |
| Trade and other payables | (21,290) | (23,440) | (27,000) | |
| Current income tax liabilities | (414) | (483) | (718) | |
| Provisions for liabilities and charges | (789) | (631) | (933) | |
| Derivative financial instruments | (717) | (515) | (1,068) | |
| (25,232) | (26,318) | (31,738) | ||
| Net current assets | 3,078 | 2,295 | 1,377 | |
| Non-current liabilities | ||||
| Deferred income tax liabilities | (9,153) | (7,939) | (10,362) | |
| Bank borrowings and finance leases | 7 | (19,363) | (19,128) | (23,353) |
| Investment in joint venture | (33) | (16) | (35) | |
| Retirement benefit obligations | (10,997) | (6,466) | (6,588) | |
| Derivative financial instruments | (6) | (254) | (222) | |
| Other non-current liabilities | (273) | (81) | (78) | |
| (39,825) | (33,884) | (40,638) | ||
| Net Assets | 33,084 | 30,110 | 37,477 | |
| SHAREHOLDERS EQUITY | ||||
| Ordinary shares | 10,094 | 10,094 | 10,094 | |
| Share premium | 24,529 | 24,529 | 24,529 | |
| Other reserves | (5,894) | (8,124) | (2,586) | |
| Retained earnings | 4,337 | 3,589 | 5,409 | |
| Total equity attributable to shareholders | 33,066 | 30,088 | 37,446 | |
| Minority interests | 18 | 22 | 31 | |
| Total equity | 33,084 | 30,110 | 37,477 |
The accompanying notes are an integral part of this interim report.
Consolidated Statement of Changes in Equity
for the 6 months ended 31 August 2009
| Ordinary shares | Share premium | Earn-out shares | Other reserves | Retained earnings | Minority Interest | Total equity | |
| £’000 | £’000 | £’000 | £’000 | £’000 | £’000 | £’000 | |
| Balance at 1 March 2009 | 10,094 | 24,529 | - | (2,586) | 5,409 | 31 | 37,477 |
| Profit for the period | - | - | - | - | 2,160 | (2) | 2,158 |
| Exchange differences on retranslation | - | - | - | (3,498) | - | 3 | (3,495) |
| Actuarial loss on retirement benefit obligations | - | - | - | - | (4,501) | - | (4,501) |
| Deferred tax movement on actuarial loss | - | - | - | - | 1,260 | - | 1,260 |
| Movement in interest rate hedging reserve | - | - | - | 96 | - | - | 96 |
| Movement in exchange rate hedging reserve | - | - | - | 176 | - | - | 176 |
| Deferred tax movement on hedging reserves | - | - | - | (82) | - | - | (82) |
| Total comprehensive income for the period | - | (3,308) | (1,081) | 1 | (4,388) | ||
| Value of employee services under share options | - | - | - | - | 9 | - | 9 |
| Dividends to minority interests | - | - | - | - | - | (14) | (14) |
| Balance at 31 August 2009 (unaudited) | 10,094 | 24,529 | - | (5,894) | 4,337 | 18 | 33,084 |
| Balance at 1 March 2008 | 8,044 | 18,377 | 8,202 | (9,865) | 5,782 | 21 | 30,561 |
| Profit for the period | - | - | - | - | 1,350 | (3) | 1,347 |
| Exchange differences on retranslation | - | - | - | 1,692 | - | 4 | 1,696 |
| Actuarial loss on retirement benefit obligations | - | - | - | - | (4,452) | - | (4,452) |
| Deferred tax movement on actuarial loss | - | - | - | - | 1,247 | - | 1,247 |
| Movement in interest rate hedging reserve | - | - | - | 203 | - | - | 203 |
| Movement in exchange rate hedging reserve | - | - | - | (108) | - | - | (108) |
| Deferred tax movement on hedging reserves | - | - | - | (46) | - | - | (46) |
| Total comprehensive income for the period | - | - | - | 1,741 | (1,855) | 1 | (113) |
| Dividends paid to shareholders | - | - | - | - | (338) | - | (338) |
| Issue of earn-out shares | 2,050 | 6,152 | (8,202) | - | - | - | - |
| Balance at 31 August 2008 (unaudited) | 10,094 | 24,529 | - | (8,124) | 3,589 | 22 | 30,110 |
| Balance at 1 March 2008 | 8,044 | 18,377 | 8,202 | (9,865) | 5,782 | 21 | 30,561 |
| Profit for the period | - | - | - | - | 3,749 | 7 | 3,756 |
| Exchange differences on retranslation | - | - | - | 7,508 | - | 3 | 7,511 |
| Actuarial loss on retirement benefit obligations | - | - | - | - | (4,835) | - | (4,835) |
| Deferred tax movement on actuarial loss | - | - | - | - | 1,354 | - | 1,354 |
| Movement in interest rate hedging reserve | - | - | - | 183 | - | - | 183 |
| Movement in exchange rate hedging reserve | - | - | - | (476) | - | - | (476) |
| Deferred tax movement on hedging reserves | - | - | - | 64 | - | - | 64 |
| Total comprehensive income for the period | - | - | - | 7,279 | 268 | 10 | 7,557 |
| Dividends paid to shareholders | - | - | - | - | (641) | - | (641) |
| Issue of earn-out shares | 2,050 | 6,152 | (8,202) | - | - | - | - |
| Balance at 28 February 2009 (audited) | 10,094 | 24,529 | - | (2,586) | 5,409 | 31 | 37,477 |
Consolidated Statement of Cash Flows
for the 6 months ended 31 August 2009
| 6 month period to 31 August 2009 (unaudited) | 6 month period to 31 August 2008 (unaudited) | Year ended28 February 2009 (audited) | ||
| Note | £’000 | £’000 | £’000 | |
| Cash flows from operating activities | ||||
| Cash generated from operations | 8 | 2,391 | 2,153 | 6,188 |
| Tax paid | (1,082) | (440) | (1,301) | |
| Net cash flow from operating activities | 1,309 | 1,713 | 4,887 | |
| Cash flows from investing activities | ||||
| Interest received | 42 | 74 | 141 | |
| Proceeds from sale of property, plant and equipment | - | 41 | 43 | |
| Purchases of intangible fixed assets | - | - | (3) | |
| Purchases of property, plant and equipment | (713) | (513) | (1,102) | |
| Net cash flow from investing activities | (671) | (398) | (921) | |
| Cash flows from financing activities | ||||
| Repayment of borrowings | (842) | (548) | (1,129) | |
| Loan to joint venture | - | - | (21) | |
| Repayment of capital element of finance leases | (18) | (10) | (31) | |
| Dividends paid to minority interests | (14) | - | - | |
| Dividend’s paid to shareholders | - | (338) | (641) | |
| Other financing cash flows - net | 13 | (807) | (2,023) | |
| Net cash flow from financing activities | (861) | (1,703) | (3,845) | |
| (Decrease) / increase in cash and cash equivalents | (223) | (388) | 121 | |
| Effect of exchange rates on cash and cash equivalents | (840) | 278 | 1,778 | |
| Cash and cash equivalents at the beginning of the period | 6,486 | 4,587 | 4,587 | |
| Cash and cash equivalents at the end of the period | 5,423 | 4,477 | 6,486 |
Notes to the Interim Announcement
for the 6 months ended 31 August 2009
1.General information
Clyde Process Solutions plc (CPS or the Company) is a public limited company incorporated and domiciled in England. The Company has a primary listing on the AIM stock exchange. The address of its registered office is Carolina Court, Lakeside, Doncaster, DN4 5RA.
2.Basis of preparation
The condensed consolidated interim financial statements (hereinafter referred to as ‘interim financial statements’) have been prepared in accordance with the AIM rules for companies and in accordance with IAS 34 “Interim Financial Reporting” as adopted for use in the European Union.
This interim announcement comprises the interim consolidated balance sheet, consolidated income statement, consolidated statement of comprehensive income, consolidated statement of cash flows, consolidated statement of changes in equity and selected notes taken from the interim financial statements of Clyde Process Solutions plc for the six months ended 31 August 2009.
The interim financial statements do not constitute statutory accounts as defined in sections 434(3) and 435(3) of the Companies Act 2006. The interim financial statements should be read in conjunction with the financial statements for the year ended 28 February 2009.
The statutory accounts for the year ended 28 February 2009 have been delivered to the Registrar of Companies. The auditors report on those financial statements was unqualified and did not include a statement under section 489 (2) or (3) of the United Kingdom Companies Act 2006.
The interim financial statements are unaudited but have been reviewed by our auditors and were approved for issue by the Board of Directors on 25 November 2009.
3.Segmental information
Management has determined the operating segments based on the reports that are reviewed by the CPS Board of Directors to assist in making strategic decisions.
The Board considers the business primarily from a geographic perspective. The principal geographic regions are North America (operating out of the USA) and Europe (operating out of the UK). The regions Asia (operating out of China), Africa (operating out of South Africa) and South America (operating out of Brazil) do not meet the quantitative thresholds required by IFRS 8, however the Board has concluded that these operating segments should be reported as they are identified as potential growth regions and are expected to materially contribute to future Group revenues. Unallocated items comprise those transactions and balances that cannot be reasonably attributed to the trading activities of one or more of the Group’s geographical operating segments.
The reportable operating segments derived their revenue entirely from materials handling and air filtration solutions. The reports reviewed by the CPS Board do not distinguish between these two product categories and therefore materials handling and air filtration are not reportable segments for the purposes of these financial statements. In accordance with paragraph 32 of IFRS 8 an analysis between materials handling and filtration revenues is included in the full interim financial statements.
Sales between segments are carried out in accordance with Group policy at a value deemed to be consistent with arm’s length trading. Inter-Group trading policy is periodically reviewed by management to ensure the value of such transactions represents a fair return in relation to the associated risks. The revenue from external parties reported to the CPS Board of Directors is measured in a manner consistent with that in the income statement.
The Board also receives reports analysing order intake by key customer market. Performance by key customer market is not reported beyond order intake level and therefore is not a reportable segment for the purposes of these financial statements.
The primary measure of operating segment performance utilised by the CPS Board of Directors is earnings before interest, tax and exceptional items (EBIT before exceptionals). The information provided to the Board is measured in a manner consistent with that in the financial statements. Segmental assets and liabilities are allocated based on the physical location of the entity to which those assets and liabilities relate.
The principal segment information made available to the CPS Board of Directors for the 6 months ended 31 August 2009 is as follows:
| Europe | North America | South America | Asia | Africa | Unallocated | Total | |
| £’000 | £’000 | £’000 | £’000 | £’000 | £’000 | £’000 | |
| Total segment revenue | 5,401 | 30,453 | 199 | 2,653 | 281 | - | 38,987 |
| Inter-segment revenue | (342) | (8) | - | (192) | - | - | (542) |
| External segment revenue | 5,059 | 30,445 | 199 | 2,461 | 281 | - | 38,445 |
| Operating profit before exceptionals | 893 | 3,596 | (159) | 59 | 36 | (365) | 4,060 |
| Share of loss of joint venture | - | - | - | (1) | - | - | (1) |
| EBIT before exceptionals | 893 | 3,596 | (159) | 58 | 36 | (365) | 4,059 |
| Europe | North America | South America | Asia | Africa | Unallocated | Total | |
| £’000 | £’000 | £’000 | £’000 | £’000 | £’000 | £’000 | |
| Depreciation and amortisation | 94 | 412 | 23 | 10 | - | - | 539 |
| Exceptional items | - | - | - | - | - | - | - |
| Europe | North America | South America | Asia | Africa | Unallocated | Total | |
| £’000 | £’000 | £’000 | £’000 | £’000 | £’000 | £’000 | |
| Total assets | 19,133 | 73,590 | 843 | 4,451 | 621 | 7,290 | 105,928 |
| Total liabilities | (14,897) | (52,270) | (825) | (3,635) | (587) | (630) | (72,844) |
| Total assets include: | |||||||
| Non-current assets * | 7,401 | 56,850 | 271 | 56 | - | - | 64,578 |
| Additions to non-current assets * | 26 | 714 | 2 | 6 | - | - | 748 |
| Assets | Liabilities | |
| £’000 | £’000 | |
| Total assets/(liabilities) per the segmental analysis | 105,928 | (72,844) |
| Inter-segment balance eliminations | (7,787) | 7,787 |
| Total assets/(liabilities) per the consolidated balance sheet | 98,141 | 65,057 |
4.Net finance costs
| 6 month period to31 August 2009 | 6 month period to31 August 2008 | Year ended28 February 2009 | |
| £’000 | £’000 | £’000 | |
| Interest on bank overdrafts | 54 | 24 | 63 |
| Interest on borrowingsinventories adjustments to inventories | 795 | 691 | 1,514 |
| Finance lease interest | 5 | 5 | 12 |
| Other interest costs | 13 | - | 7 |
| Net foreign exchange loss on financing activities | 18 | - | - |
| Working capital facility non-utilisation fees | 20 | 22 | 73 |
| Net finance cost on retirement benefit obligation | 272 | 101 | 194 |
| Interest rate swap hedge ineffectiveness charge (note 15) | - | 50 | 114 |
| Bank arrangement fee and other similar charges | 403 | 58 | 66 |
| Total finance expense | 1,580 | 951 | 2,043 |
| Interest receivable | (42) | (74) | (141) |
| Interest rate swap hedge ineffectiveness charge (note 15) | (123) | - | - |
| Interest on bad debts recovered | (440) | - | - |
| Net foreign exchange gain on financing activities | - | (430) | (1,814) |
| Net finance costs | 975 | 447 | 229 |
5.Taxation
The taxation charge for the period is based on the expected effective rate of tax for the year to 28 February 2010 in each jurisdiction, and applied to each jurisdiction’s interim profit before tax. The Group effective tax rate applied to the six months to 31 August 2009 is 30%. The Group effective tax rate for the year to February 2009 was 32%.
6.Earnings per ordinary share
The basic earnings per share is calculated by dividing the earnings attributable to ordinary shareholders for the financial period by the weighted average number of shares in issue.In calculating the diluted earnings per share, warrants outstanding, earn-out shares and share options have been taken into account.| 6 month period to31 August 2009 | 6 month period to31 August 2008 | Year ended28 February 2009 | |
| Profit attributable to equity shareholders (£’000) | 2,160 | 1,350 | 3,749 |
| Weighted average number of shares(number) | 40,376,710 | 35,295,068 | 37,815,006 |
| Effect of outstanding share warrants | - | 10,435 | 5,260 |
| Effect of earn-out shares up to date of issue | - | 5,081,642 | 2,561,704 |
| Effect of share options | 288,333 | - | - |
| Adjusted weighted average number of shares (number) | 40,665,043 | 40,387,145 | 40,381,970 |
| Basic earning per share (p) | 5.35 | 3.82 | 9.91 |
| Diluted earning per share (p) | 5.31 | 3.34 | 9.28 |
| 7.Cash and Cash equivalents, bank borrowings & finance leases | |||
| | |||
| 31 August 2009 | 31 August 2008 | 28 February 2009 | |
| £’000 | £’000 | £’000 | |
| Current liabilities | |||
| Bank borrowings | 2,012 | 1,218 | 1,995 |
| Current obligations under finance leases | 10 | 31 | 24 |
| 2,022 | 1,249 | 2,019 | |
| Non-current liabilities | |||
| Bank borrowings | 19,325 | 19,080 | 23,310 |
| Non-current obligations under finance leases | 38 | 48 | 43 |
| 19,363 | 19,128 | 23,353 | |
| Total borrowings | 21,385 | 20,377 | 25,372 |
| Cash and cash equivalents | (5,423) | (4,477) | (6,486) |
| Net debt | 15,962 | 15,900 | 18,886 |
| 31 August 2009 | 31 August 2008 | 28 February 2009 | |
| £’000 | £’000 | £’000 | |
| Within one year, or on demand | 2,022 | 1,249 | 2,019 |
| Between 1 and 2 years | 2,290 | 1,811 | 2,488 |
| Between 2 and 5 years | 10,942 | 6,356 | 6,834 |
| Greater than 5 years | 6,131 | 10,961 | 14,031 |
| 21,385 | 20,377 | 25,372 |
| 31 August 2009 | 31 August 2008 | 28 February 2009 | |
| £’000 | £’000 | £’000 | |
| US Dollars | 21,337 | 20,320 | 25,319 |
| Pounds Sterling | 48 | 57 | 53 |
| 21,385 | 20,377 | 25,372 |
| US Dollar Loans | US Dollar finance leases | GBP finance leases | Total | |||
| Amounts in USD | Translated to GBP | Amounts in USD | Translated to GBP | GBP | GBP | |
| £’000 | £’000 | £’000 | £’000 | £’000 | £’000 | |
| Borrowings at 1 March 2009 | 36,070 | 25,305 | 20 | 14 | 53 | 25,372 |
| Repayments (net of interest) | (1,313) | (842) | (20) | (13) | (5) | (860) |
| Arrangement fee amortisation | 45 | 29 | - | - | - | 29 |
| Exchange translation effect | - | (3,155) | - | (1) | - | (3,156) |
| Borrowings at 31 August 2009 | 34,803 | 21,337 | - | - | 48 | 21,385 |
The US Dollar loan balance includes £21,567,347 ($35,187,500) due to Bank of Scotland less £235,769 ($384,563) arrangement fees included in the initial measurement of the liability and amortised using the effective interest method in accordance with IAS 39.Revised facility agreementsDuring the period the Group entered into a revised facility agreement with Bank of Scotland. The revised agreement provided for additional headroom on the financial covenants in response to the current economic environment. As a result of this revision the interest margin on both the term loan facility and the working capital facility has increased by 75 basis points. The Group incurred arrangement fees of 1% on total facilities, the resulting fee of £403,355 was charged to the income statement within net finance costs.At the balance sheet date, the effective interest rate on the Group’s long term loans, based on the most recent re-pricing date and inclusive of interest rate swap agreements was 7.04% (August 2008: 6.81%, February 2009: 6.49%).
8.Cashflows from operations
9.Earnings before interest, tax, depreciation & amortisation
The earnings before interest, tax, depreciation & amortisation (“EBITDA”) is calculated as follows:
| 6 month period to 31 August 2009 | 6 month period to 31 August 2008 | Year ended28 February 2009 | |
| £’000 | £’000 | £’000 | |
| Operating profit | 4,060 | 2,457 | 5,779 |
| Less share of joint venture losses | (1) | (2) | (15) |
| Plus depreciation | 431 | 315 | 705 |
| Plus amortisation | 108 | 87 | 192 |
| EBITDA |

