RNS Number:7639P
Glisten PLC
16 September 2003
FOR RELEASE 7.00AM 16 SEPTEMBER 2003
GLISTEN PLC
("Glisten" or "the Company")
The food group focused on niche sectors
PRELIMINARY RESULTS FOR THE YEAR ENDED 30 JUNE 2003
HIGHLIGHTS
Year to 30 June Year to 30 June Change
2003 2002
Pro forma
Turnover #15.6m #14.3m +9.3%
Operating profit before goodwill #1.51m #1.15m +31%
Profit before tax and goodwill #1.36m #1.17m +16.5%
Earnings per share before goodwill 11.9p 9.7p +23%
Diluted earnings per share before 10.7p 8.6p +24%
goodwill
*Record year of turnover and profits for Glisten
*Margin improvement through efficiency and mix gains
*Gearing 41% down from 58% at June 2002
*Year to date sales ahead of last year
*Christmas 2003 demand ahead of last year
*A excellent second year of trading anticipated
For Further information:
Glisten plc
Jeremy Hamer (Chairman) 07977 234614 (mobile)
Paul Simmonds (Chief Executive) 07734 263224 (mobile)
Rob Davies (Finance Director) 07734 592616 (mobile)
Beattie Financial
Brian Coleman-Smith/Amanda Sheehy 020 7398 3300
Charles Stanley & Company Limited
Philip Davies 020 7953 2000
Background Note:
Glisten plc was formed in October 2001 to build a food group focusing on niche
sectors. The company was admitted to trading on AIM in June 2002 and at that
time made its first acquisition of The Glisten Company Limited, which has since
been renamed Glisten Confectionery following its hive up into Glisten plc.
Glisten Confectionery, based in Blackburn, is a manufacturer of chocolate and
sugar based confectionery, edible decorations and confectionery ingredients. It
serves a wide variety of customers including many high street retailers,
industrial, foodservice and export sectors.
Product types manufactured include chocolate coated raisins, peanuts and brazils
as well as mint imperials, popcorn, mini-eggs, sugar-coated almonds and an
assortment of ingredients-oriented products which are sold to major food
manufacturers.
CHAIRMAN'S STATEMENT
It gives me great pleasure to announce the Group's first set of full year
results since flotation reflecting the acquisition of Glisten Confectionery on
28 June 2002. That acquisition marked the first step in our strategy of building
a speciality foods business focused on niche markets.
Results
Our results for the year show a profit before taxation and goodwill of
#1,361,000 (2002: loss #63,000 which reflected solely, the costs associated with
being a quoted company during that period ahead of the acquisition of Glisten
Confectionery).
There are no comparative figures as Glisten plc commenced trading in its current
form in June 2002. However, in order to provide a measure of the improvement in
the Group's performance year on year we have included a pro forma profit and
loss statement (note 5) showing Glisten plc as if it had owned Glisten
Confectionery for the full year ended 30 June 2002 after charging notional
taxation of 30%.
We believe that this pro forma profit and loss account shown in note 5, gives a
more helpful presentation of the group's improving performance. On this basis
Glisten reports turnover of #15.6m (2002: #14.3m) up 9.3% and profit before
taxation, goodwill and amortisation of #1.36m (2002: #1.17m) up 16.5%. The basic
earnings per share before goodwill increased by 23% to 11.9p (2002: 9.7p).
On 30 September 2002, the first payment of deferred consideration of #1.69m was
made to the vendors of Glisten Confectionery. Further payments of deferred
consideration of #1.15m and #1m are payable on 30 September 2003 and 31 December
2004 respectively. Included in each of these payments is a conditional element
of #0.75m which is dependent on meeting certain profit targets in the years
ending 30 June 2003 and 30 June 2004. The profit target in the year to 30 June
2003 required to trigger the conditional element of the payment of #1.15m due on
30 September 2003 has been met and the full amount will be paid on 30 September
2003.
We are delighted with our management of cash resources this year as we have
generated positive operating cash flow of #1.6m (2002: #0.3m) which after
taxation, financing costs and capital expenditure reduced to #1.39m (2002:
#0.3m). This amount was used to fund the deferred consideration payable during
the year of #1.69m with the balance of #0.3m being met from the group's
available bank facilities.
Therefore and as a direct consequence we are also pleased to report that our
gearing excluding any conditional deferred consideration in respect of the
Glisten Confectionery acquisition has reduced to 41% (June 2002: 58%). At 30
June 2003 we had utilised only #1.5m (2002: #1.25m) of our total borrowing
facility of #5m (2002: #5m) and at the same time held cash balances of #0.43m
(2002: #0.52m). Our net debt at 30 June 2003 was #1.07m (2002: #0.73m)
The board do not recommend the payment of a dividend but remain committed to
paying one in the medium term as and when appropriate.
Acquisitions
During the last twelve months we have reviewed a number of both confectionery
and other speciality food businesses. Whilst acquisition remains a key element
of our strategy we will not overpay for businesses and the Board remains
committed to our target criteria.
Strategy
Our results in our first year's trading following the Glisten Confectionery
acquisition clearly demonstrate our determination to deliver strong organic
growth through our acquired businesses and we are confident this trend will
continue.
At the heart of our business philosophy is a determination to grow the
businesses that we acquire. To that end this year we have invested in enhanced
capacity in both chocolate and popcorn manufacture, and added resource to our
sales and technical teams.
Staff
The Board joins me in thanking all our employees for the efforts they have made
in our first year of trading, without whose commitment we would not have
achieved another record performance within Glisten Confectionery.
Shareholders
Our funding efforts in June 2002 were rewarded with a broad base of
institutional support and during the year some have taken the opportunity to
increase their holdings. We are also very pleased that our private shareholder
base has increased in number by 50% to around 140 shareholders. It is the
Board's intention to communicate fully with all shareholders, current and
future, and in so doing continually build awareness of Glisten plc over the
coming years. It remains our aim to create a growing earnings stream and a
better than average liquidity in the shares.
Outlook
Since the beginning of the year we have seen sales at Glisten Confectionery
slightly ahead of 2002/03 but as new sales listings start to take effect we
anticipate sales moving forward strongly later in the year. The order book for
Christmas is full and we are confident of a second excellent year.
Jeremy Hamer
Chairman
CHIEF EXECUTIVE'S REVIEW
Review of the Period
In last year's report I outlined the priorities for the business in the period
following flotation. These were to:
* develop increased sales opportunities for our product range with
customers which Glisten Confectionery does not currently supply,
* increase the pace and effectiveness of innovation; and
* build the Glisten plc group by identifying appropriate acquisition
opportunities.
I am pleased to report that not only have we increased the sales opportunities
for our product range in customers not previously served by Glisten but have
also expanded the product range listed within existing customers and have
introduced a number of new products
Current year trading
2002/03 was a year of record sales and profits for Glisten. Turnover increased
by 9.3% to #15.6m (2002: #14.3m) and like-for-like operating profits before
goodwill increased by 31% to #1.51m (2002: #1.15m). This performance was in line
with our expectations.
Earnings per share increased by 23% to 11.9p (2002 pro forma: 9.7p) assuming a
full year's Plc running costs in both years.
We are delighted to have been able to register such a strong advance in both
sales and operating profits in our first year as a Plc. Glisten Confectionery
has proved to be an excellent first acquisition for our new group; it is a high
quality business, performing strongly within its market sector, and it is
beginning to demonstrate that it is capable of accelerated growth in its chosen
areas of focus.
In June 2002 we obtained expanded rights to market Sun-Maid chocolate-coated
products in Scandinavia, and in November 2002 we secured the UK rights. We have
therefore started to sell the Sun-Maid brand into both markets and are pleased
to report that sales of Sun-Maid were 20% ahead of last year in the period under
review.
Sales increases were achieved in all product sectors and all trade channels. The
breadth of Glisten's product offering and customer-base is a strength of the
business in that it gives us opportunities for growth across a variety of market
positions and adds to our resilience. We are particularly pleased to have shown
growth across the UK retail, foodservice and industrial channels.
Our focus on innovation and packaging development has been much stronger this
year and we were rewarded with an excellent customer take-up of our Christmas
2002 range. Our new Premium and Novelty ranges were particularly successful and
these are areas we expect to exploit further in the current year.
In Spring 2003 we completed a #101,000 capital investment to double our popcorn
capacity. This investment will enable us to build on the strong sales growth of
15% achieved in 2002/03 with a substantially improved product. The quality and
efficiency improvements available from this new facility will allow us to
innovate and compete much more strongly in this sector.
Other capital expenditure in our production facility at Blackburn, particularly
in product drying and finishing technology, delivered enhanced capacity and
efficiency and contributed to a record year in manufacturing.
One of our primary raw materials is liquid chocolate, of which one component is
Cocoa. It is therefore worth noting that Cocoa prices remained volatile during
the early part of the year. This was due to political unrest in the Ivory Coast
and speculation in the commodity markets. During this period we were however
able to secure supply prices for liquid chocolate in line with our expectations
and margins were not affected.
Staff
I would like to add my thanks to all the staff for their hard work during the
acquisition year. We pride ourselves on the quality of our products and our
service to our customers. The record performance of the business in 2002/03 is
representative of the quality and enthusiasm of the people who work for Glisten
plc.
Outlook
Although the extremely hot weather during July and August slowed demand for our
chocolate products, we are pleased to be a primary supplier of sugar-based
coatings to the ice cream sector and demand in this area of our range has been
buoyant.
Total sales in the current year are slightly ahead of last year's levels and we
are confident that we have another strong year ahead of us. In this context it
is worth noting that a number of the new supply contracts secured during 2002/03
commenced during the last quarter of the year and we therefore expect a
beneficial full-year effect in 2003/4.
The Group continues to give high priority to ensuring that it complies with the
best environmental and health & safety practices and sets high standards in
these areas. Given the work completed thus far we confidently expect that
accreditation will be achieved in accordance with ISO 14001 and OHSAS 18001
during the first half of the current year. We believe that these initiatives,
which involve the whole of the Glisten plc workforce, emphasise the quality
ethic within the business and in the long term will deliver genuine competitive
advantage.
We continue to focus strongly on product and packaging innovation to enhance our
prospects of supplying all our customers and markets with a broader range of
Glisten products.
In the next few months we expect to launch an expanded range of Sun-Maid branded
chocolate coated products aimed at the UK market, and we will be investing in
new plant to expand our presence in the chocolate bagged-snacks arena.
We also expect ongoing growth in our Export business which was up 29% versus
last year due to major advances in North America and Scandinavia.
Customer response to Glisten's expanded range of products for Christmas 2003 has
been extremely encouraging and we believe that we can look forward to another
strong sales performance.
All of these factors give us a high level of confidence regarding the year's
performance and our priorities over the coming months are to:
* expand Glisten's customer base,
* maintain the pace and effectiveness of innovation; and
* build the Glisten plc group by identifying acquisition opportunities
which are consistent with our strategy.
Acquisition Strategy
Our acquisition strategy is clear. We will build the Group around businesses
which are sector specialists operating in niche markets with high growth
potential or at the edge of mainstream UK food markets. In the short term our
acquisitions are likely to be focused in confectionery, snacking and ingredients
- sectors which complement Glisten Confectionery. In the medium term our goal
remains the formation of a broadly-based speciality foods group.
We are committed to building Glisten Plc through acquisition but we will not
acquire purely and simply to fulfil this part of our strategy. Our acquisition
criteria are stringent and are focused on achieving the right market position,
development potential, and value for our shareholders.
Paul Simmonds
Chief Executive
FINANCE DIRECTOR'S REPORT
Results
The group was formed by the acquisition of Glisten Confectionery on 28 June 2002
and as such there are no comparative figures for the previous period. In order
to measure the improvement in the group's performance pro forma comparative
figures have been included under note 5.
On this basis turnover has increased by 9.3% to #15,591,000 (2002: #14,263,000)
and operating margins rose on a pro forma basis rose from 8.1% to 9.7%.
Operating profit was ahead 31% at #1,511,000 (2002: #1,152,000) and profit
before taxation ahead by 16.5% at #1,361,000 (2002: #1,168,000).
Net interest charges payable during the year were #150,000 (2002: #16,000
income) reflecting the change of financing structure which took place as a
direct result of the acquisition of Glisten Confectionery. Interest was covered
on a pre goodwill basis 10 times.
Our return on equity on a pro forma basis has increased to 16.7% in the year
ending 30 June 2003 (2002: 15.3%) and our return on net assets including all
deferred consideration has risen to 14.7% (2002:11.8%).
Earnings per Share
The FRS 3 basic earnings per share in the year as per note 4 was 8.3p (2002:
loss 20.1p). The most appropriate measure of the group's improved performance
are the earnings per share calculations shown in note 5 as this calculation
compares the pre goodwill and amortisation earnings per share for the year ended
30 June 2003 with the pro forma earnings per share for the previous year. The
profit calculation used to arrive at the pro forma earnings per share for the
same period last year is determined after charging a year's notional plc costs
and taxation. The resultant figure has then been divided by the weighted average
number of shares in issue in the year to 30 June 2003 to give comparative basic
and diluted earnings per share figures.
On this basis the pre goodwill basic earnings per share has increased by 23% to
11.9p (2002: 9.7p) and pre goodwill diluted earnings per share by 24% to 10.7p
(2002: 8.6p).
Taxation
The current year's taxation charge has been reduced by the utilisation of losses
brought forward from the previous period in Glisten plc and losses acquired at
the time of the acquisition of Glisten Confectionery through its subsidiary
Nutti-Bite.
The other significant factor in the make up of the taxation charge is the impact
of the group's goodwill and amortisation charge which is not allowable against
mainstream corporation tax. The effective rate of taxation in the year on profit
after goodwill is 33.6% and if goodwill is excluded the effective rate of
taxation on a pre goodwill basis is 26.0%.
The deferred taxation liability carried forward at the 30 June 2003 was #223,000
(2002: #183,000).
Equity Funding
During the year the Group incurred some additional small costs relating to the
fundraising on 28 June 2002 amounting to #17,000 and this amount has been
written off against the share premium account.
Acquisition of Glisten Confectionery
The group is contracted to make three deferred payments on 30 September 2002, 30
September 2003 and 31 December 2004 in respect of the acquisition of Glisten
Confectionery on 28 June 2002. Each of these payments comprises a fixed and
conditional element. The conditional element is dependent on achieving certain
profit targets in each of the years ending 30 June 2002, 30 June 2003 and 30
June 2004. The maximum payment in each of these years is #1,693,000, #1,154,000
and #1,000,000 and has been included in full in the attached financial
statements. The targets necessary to trigger the conditional element of the
deferred consideration have been met in each of the years ending 30 June 2002
and 30 June 2003 and as such a payment of #1,693,000 was paid to the vendors of
Glisten Confectionery on 30 September 2002 and a payment of #1,154,000 will be
paid to the vendors of Glisten Confectionery on 30 September 2003. In respect of
the final payment due on 31 December 2004 of #1,000,000, #750,000 of this
payment is conditional on meeting a specific profit target in the year ended 30
June 2004.
A fair value adjustment of #23,000 was made to certain stock acquired at the
time of the acquisition which reflected the reduction in its net realisable
value during the year.
Cash Flow
The net cash inflow from operating activities during the year was #1,602,000
(2002: #326,000) and arose due to a strong operating performance before
interest, taxation, depreciation and goodwill amortisation of #1,935,000 (2002:
# (63,000)). Increases in working capital during the year accounted for the
difference of #333,000 (2002: #nil). This reflects a strong conversion of
profits to cash.
The group embarked on a targeted capital expenditure programme in the factory of
#226,000 which focused on improving efficiency and capacity throughout the
plant. The main item of capital spend was #101,000 on a new popcorn facility
which has increased output by 100%. The capital expenditure programme was
financed through the group's cash resources. Total capital expenditure in the
year amounted to #248,000.
Cash generated by the group before the payment of deferred consideration to the
vendors of Glisten Confectionery was #1,396,000.
The first payment to the vendors of Glisten Confectionery of #1,693,000 was
financed by increasing the utilisation of the group loan facility.
The net increase in borrowings following the payment of the deferred
consideration of #1,693,000 was only #338,000 and clearly demonstrates the
group's ability to generate sufficient cash from its trading activities to fund
the remaining two deferred consideration payments as they fall due without the
requirement to significantly increase its current year end net debt position.
The net debt at 30 June 2003 was #1,070,000 representing gearing of 18% (2002:
14%).
Our normal measure of gearing excludes any conditional deferred consideration in
respect of the Glisten Confectionery acquisition and on this basis our gearing
has reduced to 41% (2002: 58%).
If however we were to include the full potential liability to the vendors of
#2,154,000, which is non-interest bearing, as gearing, this results in a total
gearing position of 53% at 30 June 2003 (2002: 86%), a reduction of 62% during
the year.
With the strong operating cash flows expected over the coming year, gearing is
expected to reduce further by June 2004.
Bank Facilities
The group has a revolving credit facility of #4,750,000 together with an
overdraft facility of #250,000 provided by the Bank of Scotland at a current
rate of 2% (2002: 2.25%) over LIBOR (London Inter Bank Offer Rate). This loan is
repayable in instalments commencing 1 July 2003, with the final repayment date
being 1 April 2009. The costs of raising this loan of #226,000 on 28 June 2002
is being written off over the life of the loan and during the year a sum of
#36,000 was amortised (2002: #nil).
The group's main financial covenants are in respect of interest cover, minimum
net assets and rolling cash flow.
At 30 June 2003 the group had headroom in its existing borrowing facilities of
#3,930,000.
Liquidity Risk
The group's objective is to maintain a balance between the utilisation of cash
balances, LIBOR borrowings and overdrafts necessary in order to finance general
working capital and projected capital expenditure.
Exchange Rate Risk
The group is not exposed to any direct foreign currency risks as the majority of
its cash flows are in sterling. Transactions of an immaterial nature are settled
at spot rates whereas forward currency contracts are used for transactions of a
material nature. There were no outstanding forward currency contracts at 30 June
2003.
The group purchases certain of its raw materials in foreign currencies but these
are fixed at the time the order is placed The exception is sugar which is
subject to a fortnightly sterling euro adjustment. This adjustment is kept under
review and where it is deemed appropriate exchange rates are fixed.
Forward Contract Risk
The group takes the opportunity to secure forward supplies of some raw material
commodities when prices are deemed to be favourable. These contracts are managed
under policies and procedures approved and monitored by the board on a monthly
basis.
Robert Davies
Finance Director
CONSOLIDATED PROFIT AND LOSS ACCOUNT
YEAR ENDED 30 JUNE 2003
Year ended 30 June 2003 Period ended 30 June 2002
Pre- Goodwill/ Pre- Goodwill/
goodwill amortisation Total goodwill amortisation Total
Notes #'000 #'000 #'000 #'000 #'000 #'000
TURNOVER 2 15,591 - 15,591 - - -
Cost of (12,192) - (12,192) - - -
sales -------- ------- ------- ------- ------- ------
GROSS PROFIT 3,399 - 3,399 - - -
Administrative (1,888) (270) (2,158) (63) - (63)
expenses -------- ------- ------- ------- ------- ------
OPERATING
PROFIT/ (LOSS) 1,511 (270) 1,241 (63) - (63)
-------- ------- ------- ------- ------
Interest (150) (36) (186) - - -
-------- ------- ------- ------- ------- ------
PROFIT/ (LOSS) ON ORDINARY
ACTIVITIES BEFORE
TAXATION 1,361 (306) 1,055 (63) - (63)
Taxation 3 (354) - (354) - - -
-------- ------- ------- ------- ------- ------
======== ======= ======= ======= ======= ======
PROFIT/ (LOSS)ON ORDINARY
ACTIVITIES AFTER
TAXATION 1,007 (306) 701 (63) - (63)
======== ======= ======= ======= ======= ======
Basic earnings 4 11.9p (3.6p) 8.3p (20.1p) - (20.1p)
per share ======== ======= ======= ======= ======= ======
Diluted 4 10.7p (3.2p) 7.5p (16.7p) - (16.7p)
earnings per share ======== ======= ======= ======= ======= ======
There are no other recognised gains and losses other than those in the profit
and loss account above.
All amounts relate to continuing operations.
Profit for the financial year
The parent company has taken advantage of section 230 of the Companies Act 1985
and has not included its own profit and loss account in these financial
statements. The profit for the financial year of the company was # 701,000
(2002: loss of #63,000).
BALANCE SHEETS
30 June 2003
2003 2002
Group Company Group Company
#'000 #'000 #'000 #'000
FIXED ASSETS
Intangible 6 5,150 5,150 5,397 5,397
Tangible assets 3,465 3,465 3,654 3,654
Investments - 20 - 20
------- -------- ------- --------
8,615 8,635 9,051 9,071
CURRENT ASSETS
Stocks and work in progress 1,586 1,586 1,208 1,208
Debtors 1,920 2,105 2,011 2,196
Cash at bank and in hand 430 430 518 518
------- -------- ------- --------
3,936 4,121 3,737 3,922
------- -------- ------- --------
CREDITORS - Amounts falling due
within one year (3,989) (4,194) (4,081) (4,286)
------- -------- ------- --------
NET CURRENT (LIABILITIES) (53) (73) (344) (364)
------- -------- ------- --------
TOTAL ASSETS LESS CURRENT
LIABILITIES 8,562 8,562 8,707 8,707
CREDITORS AFTER ONE YEAR
Other creditors (2,309) (2,309) (3,178) (3,178)
------- -------- -------
PROVISION FOR LIABILITIES AND
CHARGES (223) (223) (183) (183)
------- -------- ------- --------
NET ASSETS 6,030 6,030 5,346 5,346
======= ======== ======= ========
CAPITAL AND RESERVES
Called up share capital 1,059 1,059 1,059 1,059
Share premium account 4,333 4,333 4,350 4,350
Profit and loss account 638 638 (63) (63)
------- -------- ------- --------
TOTAL SHAREHOLDERS' FUNDS 6,030 6,030 5,346 5,346
======= ======== ======= ========
CONSOLIDATED CASH FLOW STATEMENT
YEAR ENDED 30 JUNE 2003
Year ended Period ended
30 June 2003 30 June 2002
Notes #'000 #'000
NET CASH INFLOW FROM OPERATING 7 1,602 326
ACTIVITIES
RETURNS ON INVESTMENTS AND SERVICING
OF FINANCING 8 (141) -
TAXATION 170 -
CAPITAL EXPENDITURE 8 (235) -
ACQUISITIONS AND DISPOSALS 8 (1,716) (6,241)
------- -------
CASH OUTFLOW BEFORE THE USE OF LIQUID
RESOURCES AND FINANCING (320) (5,915)
FINANCING 8 232 6,433
------- -------
(DECREASE)/ INCREASE IN CASH IN THE (88) 518
YEAR ======= =======
RECONCILIATION OF NET CASH FLOW TO MOVEMENT IN NET FUNDS
(DECREASE)/ INCREASE IN CASH IN THE (88) 518
YEAR ------- -------
CASH INFLOW FROM INCREASE IN DEBT (250) (1,250)
------- -------
MOVEMENT IN NET DEBT IN THE YEAR (338) (732)
NET DEBT AT 30 JUNE 2002 9 (732) -
------- -------
NET DEBT AT 30 JUNE 2003 9 (1,070) (732)
======= =======
NOTES TO THE FINANCIAL STATEMENTS
YEAR ENDED 30 JUNE 2003
1. BASIS OF PREPARATION
The preliminary financial information has been prepared in accordance with the
accounting policies adopted in the statutory accounts for the period ended 30
June 2002.
2. TURNOVER
2003 2002
#'000 #'000
UK 13,885 -
Europe 1,090 -
Rest of World 616 -
------- -------
Total 15,591 -
======= =======
3. TAXATION
2003 2002
#'000 #'000
Corporation tax at 29.8% 314 -
Deferred tax 40 -
------- -------
354 -
======= =======
The corporation tax assessed for the year is lower than the standard rate of
corporation tax in the United Kingdom of 30%. The differences are explained
below.
Profit/ (Loss) on ordinary activities before tax 1,055 (63)
======= =======
Profit/ (Loss) on ordinary activities multiplied by the
standard rate of corporation tax in the UK of 30%. 317 (19)
Effect of:
Goodwill and other non deductible items 86 -
Depreciation in excess of capital allowances 12 -
Short term timing differences (23) -
Rate difference (small companies relief) (11) -
Utilisation of tax losses (67) 19
------- -------
314 -
======= =======
NOTES TO THE FINANCIAL STATEMENTS
YEAR ENDED 30 JUNE 2003
4. EARNINGS PER SHARE
Earnings per share is calculated on the basis of profit for the year of #701,000
divided by the weighted average number of shares in issue for the year to 30
June 2003 of 8,475,000. The diluted earnings per share is calculated on the
assumption all options granted were exercised, this would give rise to a total
weighted average number of ordinary shares in issue of 9,526,059.
A more realistic measure for basic earnings per share is arrived at by using the
profit after taxation set out in the profit and loss account under the column
headed pre goodwill of #1,007,000 divided by the relevant weighted average
number of shares. This is described as the pre goodwill earnings per share.
In order to demonstrate the progress of the business the directors believe the
correct measure of earnings per share is the earnings per share calculation set
out in note 5. For the year ended 30 June 2003 the earnings per share
calculation in note 5 is the same as the pre goodwill earnings per share
calculation. This calculation has also been applied to the profit for the same
period last year after charging a full year of notional plc costs and taxation.
The resultant figure has then been divided by the weighted average number of
shares in issue in the year to 30 June 2003 to give comparative basic and
diluted earnings per share figures.
Basis earnings per Diluted earnings per
share pence share pence
2003 2002 2003 2002
Basic and diluted 8.3p (20.1)p 7.5p (16.7)p
earnings per share
Pre goodwill 11.9p (20.1)p 10.7p (16.7)p
basic and diluted
earnings per share
Pro forma 11.9p 9.7p 10.7p 8.6p
pre goodwill
basic and diluted
earnings per share
(note 5)
2003 2002
Number of shares Number of shares
Weighted average number of shares
Basic and diluted earnings
per share:
For basic 8,475,000 313,058
earnings per share
Exercise of share 1,051,059 64,375
options
------- --------
For diluted earnings per
share 9,526,059 377,433
======= ========
Pre goodwill and pro forma basic and diluted earnings
per share:
For pre goodwill and pro forma basic earnings per 8,475,000 8,475,000
share
Exercise of share options 1,051,059 1,051,059
------- --------
For pre goodwill and pro forma diluted earnings 9,526,059 9,526,059
share per ======= ========
NOTES TO THE FINANCIAL STATEMENTS
YEAR ENDED 30 JUNE 2003
5. PRO FORMA GROUP PROFIT AND LOSS ACCOUNT
A summary of trading for the year ended 30 June 2003 which provides a comparison
with the year ended 30 June 2002 assuming a full year of plc costs and
eliminating exceptional items is included below:
Pro-forma Group Accounts
Profit and loss account Pro-forma profit and loss account
year to 30 June 2003 year to 30 June 2002
#'000 #'000
TURNOVER 15,591 14,263
-------- ---------
OPERATING PROFIT BEFORE 1,897 1,459
TAX
Reverse plc - 63
year costs
Deduct plc (386) (370)
annual costs -------- ---------
ADJUSTED 1,511 1,152
OPERATING
PROFIT
Interest (150) 16
-------- ---------
PROFIT ON ORDINARY 1,361 1,168
ACTIVITIES BEFORE TAX
Taxation/ (354) (350)
Notional tax at 30% -------- ---------
PROFIT FOR THE 1,007 818
FINANCIAL YEAR ======== =========
Basic earnings 11.9p 9.7p
per share
Diluted 10.7p 8.6p
earnings per share
(Note: no account has been taken of goodwill and bank amortisation).
6. INTANGIBLE FIXED ASSETS
Goodwill
#'000
The group and company
At 1 July 2002 5,397
Cost -
Fair value adjustment in the year 23
-------
At 30 June 2003 5,420
=======
Accumulated amortisation
At 1 July 2002 -
Charge for the year (270)
-------
At 30 June 2003 (270)
=======
Net book value
At 30 June 2003 5,150
=======
At 30 June 2002 5,397
=======
The adjustment to goodwill relates to the business acquired on 28 June 2002.
During the year a fair value adjustment of #23,000 was made in respect of
certain stocks. The useful economic life of the goodwill arising on the
acquisition is 20 years based on the directors' assessment of the income streams
of the acquired business.
7. RECONCILIATION OF OPERATING PROFIT TO NET CASH INFLOW
FROM OPERATING ACTIVITIES
Year ended Period ended
30 June 30 June
2003 2002
#'000 #'000
Group
Operating profit/ (loss) 1,241 (63)
Depreciation 422 -
Loss on sale of fixed assets 2 -
Goodwill 270 -
Increase in stocks (378) -
Increase in debtors (79) (20)
Increase in creditors 124 409
------- -------
NET CASH INFLOW FROM OPERATING ACTIVITIES 1,602 326
======= =======
8. GROSS CASH FLOWS
Year ended Period ended
30 June 30 June
2003 2002
#'000 #'000
RETURNS ON INVESTMENTS AND SERVICING OF FINANCE
Interest received 12 -
Exchange differences 8 -
Interest paid (161) -
------- -------
(141) -
======= =======
CAPITAL EXPENDITURE
Payments to acquire tangible fixed assets (248) -
Receipts from sales of tangible fixed assets 13 -
------- -------
(235) -
======= =======
ACQUISITIONS AND DISPOSALS
Payment of deferred consideration in respect of (1,693) -
subsidiaries
Purchase of subsidiary undertakings - (6,486)
Effect of fair value adjustment (23) -
Net cash acquired with subsidiary undertakings - 245
------- -------
Net cash outflow for acquisitions and disposals (1,716) (6,241)
======= =======
FINANCING
Issue of ordinary share capital (17) 5,409
Increase in long term borrowings 250 1,250
Expenses paid in connection with borrowings (1) (226)
------- -------
232 (6,433)
======= =======
9. ANALYSIS OF CHANGES IN NET FUNDS
At 30 At 30
Cash flows June 2003 June 2002
#'000 #'000 #'000
Cash at bank and in hand (88) 430 518
Debt after 1 year (250) (1,500) (1,250)
------- ------- -------
Total (338) (1,070) (732)
======= ======= =======
10. DISTRIBUTION OF THE ANNUAL REPORT AND ACCOUNTS TO MEMBERS
The announcement set out above does not constitute a full financial statement of
the company's affairs for the year ended 30 June 2003 or 2002. The Company's
auditors have reported on the full accounts of the said year and have
accompanied them with an unqualified report. The accounts have yet to be
delivered to the Registrar of Companies.
This annual report and accounts will be posted to all shareholders of the
Company, and will be available on our web site (www.glisten.plc.uk) and for
inspection by the public at the registered office of the Company during normal
business hours on any weekday. Further copies are available on request from
Glisten plc, Hill Street, Blackburn, Lancashire, BB1 3HG.
The company's annual general meeting will take place on 23 October 2003 at The
Millennium Suite, Blackburn Rovers Football Ground, Ewood Park, Blackburn
starting at 10.30am.
This information is provided by RNS
The company news service from the London Stock Exchange
END
FR ILFVVAAIELIV
