TIDMAPI 
 
3(rd) June 2010 
 
API Group plc 
Preliminary results for the year ended 31 March 2010 
 
API Group plc (AIM: API), the specialist foils and packaging materials group, 
today releases preliminary results for the year ended 31 March 2010. 
 
 ·         Full year sales of  GBP84.6m; 12.5% lower at constant exchange rates. 
 
 ·         Operating profits up from  GBP0.1m to  GBP0.9m. 
 
 ·         Strong rebound in the second half of the financial year, with 
operating profits of  GBP1.9m (first half loss:  GBP1.0m) on sales 9.7% ahead of the 
first six months. 
 
 ·         Loss on continuing operations before tax and exceptional items of 
 GBP2.2m (2009:  GBP2.5m). 
 
 ·          GBP5.1m impairment of fixed assets in China ( GBP2.6m after adjustment for 
minority interests). 
 
 ·         IAS pension deficit, net of deferred tax, increased by  GBP6.7m to 
 GBP11.8m. 
 
 ·         Earnings per share of 0.2p compared to a loss of 5.5p per share for 
2008/9. 
 
 ·         Net debt increased  GBP3.8m as a result of negative cash flows in China 
and general increase in working capital to support second half sales growth. 
 
 ·         New 3.5 year banking facilities in the UK and US.  Completion of 
exercise to re-balance debt across the Group.  Full covenant compliance. 
 
 
Commenting, API's Non-Executive Chairman, Richard Wright said: 
 
"Following difficult trading conditions in the first six months, I am pleased to 
report a much healthier operating performance in the second half of the 
financial year.  Overall, the Group has continued to make progress despite the 
challenging economic environment and, while we have more work to do in China, 
the performance of our European businesses has been particularly encouraging. 
 
Overall, results have started to show the benefit of our reduced cost base as 
volumes have improved and we would expect that trend to continue as markets 
recover further." 
 
Enquiries: 
+---------------------------+-----------------------------+--------------------+ 
|Andrew Turner              |Chief Executive              |+44 (0) 1625 650334 | 
|                           |API Group plc                |                    | 
+---------------------------+-----------------------------+--------------------+ 
|Chris Smith                |Finance Director             |+44 (0) 1625 650334 | 
|                           |API Group plc                |                    | 
+---------------------------+-----------------------------+--------------------+ 
|Philip Secrett / Colin     |Grant Thornton Corporate     |+44 (0) 20 7383 5100| 
|Aaronson                   |Finance                      |                    | 
+---------------------------+-----------------------------+--------------------+ 
|James Serjeant             |Numis  Securities            |+44 (0) 20 7260 1000| 
+---------------------------+-----------------------------+--------------------+ 
 
Chairman's Statement 
 
Following difficult trading conditions in the first six months, I am pleased to 
report a much healthier operating performance by the Group in the second half of 
the financial year, ending 31 March 2010.   Operating losses of  GBP1.0m at the 
interim stage were reversed in the second six months, resulting in a full year 
operating profit of  GBP0.9m.  Overall, the Group has continued to make progress 
despite facing challenging economic conditions. 
 
Full year sales of  GBP84.6m were 12.5% lower than the prior year, on a constant 
exchange rate basis.  Second half revenues increased by 9.7% compared with the 
first six months of the financial year and were 2.4% ahead of the second half 
last year (again at constant exchange rates). 
 
Our European businesses traded profitably throughout the year and improved their 
operating margins by 0.8% to 7.7%, despite a difficult first half and a slowdown 
in sales at Laminates.  The US business returned to profitability in the second 
half due to improved sales mix and lower costs, ending the year just short of 
break even at the operating level.  Full year losses in Asia Pacific narrowed 
slightly but did not make the progress expected as margin pressures negated much 
of the contribution from volume growth in the second half of the financial year. 
 
Operating results have continued to benefit from the decisive action taken on 
costs during the past two years, with a year-on-year impact of  GBP4.0m.  These 
cost measures and lower input prices drove the improvement in profitability, 
against a back drop of lower overall volumes. 
 
However the Group's 51% owned subsidiary in China had another difficult year. 
While production was stabilised in the new manufacturing facility and some 
progress was made in rebuilding volumes, the impact on profitability was 
disappointing.  In view of continuing heavy losses, the Board carried out an 
impairment review of the Chinese assets leading to a non-cash charge of  GBP5.1m, 
or  GBP2.6m after adjusting for minority interests.  The Board has also commenced a 
strategic review of its investment in China. 
 
During the year, Group net debt increased by  GBP3.8m to  GBP18.5m, primarily as a 
result of residual capital expenditure and trading losses in China and a general 
increase in working capital to support the higher level of sales as we exited 
the financial year. 
 
The Group's funding position has been materially enhanced by the agreement of 
new banking facilities in both the UK and US, each with a term of 3.5 years.  As 
well as providing greater funding stability, these developments conclude a two 
year programme to rebalance debt between the Group's three separately financed 
regions and to eliminate any disproportionate exposure to indebtedness in the 
UK. 
 
Noting the significant increase in the IAS19 deficit associated with the Group's 
legacy defined benefit pension schemes, the Board continues to work closely with 
the scheme trustees to monitor investment performance and to explore 
opportunities for managing the scheme liabilities. 
 
Dividend 
 
In the light of the Group's trading performance and the priority given to debt 
reduction, the Board is not recommending the payment of a dividend. 
 
Board 
 
There were no changes in the composition of the Board since the last Annual 
Report. 
 
 
Our People 
 
The Board wishes to express its gratitude to the Group's employees who have 
demonstrated exceptional commitment and loyalty during a time of economic 
turbulence.  Their hard work and receptiveness to change have ensured that the 
business has continued to move forward positively, in spite of challenging 
market conditions. 
 
Outlook 
 
While the trading environment has been steadily improving, confidence remains 
fragile in many of the Group's markets. 
 
So far, sales during the early part of the new financial year have maintained 
the progress made during the second half of last year and the competitiveness of 
our UK manufacturing operations continues to benefit from the weakness of 
Sterling.  On the other hand, the foils market remains very competitive and 
recent strong increases in raw material prices are likely to put margins under 
pressure in both the US and Europe. 
 
API Laminates has a number of projects at an advanced stage which, if they come 
to fruition, have the potential to provide a significant uplift in volumes for 
that business. 
 
In addition to eliminating the losses in China, management's key focus remains 
on maximising opportunities to grow sales revenue while maintaining vigilance on 
costs. 
 
 
 
Richard Wright 
Non-Executive Chairman 
 
 
 Business Review 
 
Group Operating Results 
 
For the 12 months to 31 March 2010, Group sales were  GBP84.6m, representing a 
reduction of 9.5% compared with the prior year or 12.5% at constant exchange 
rates.  Year-on-year sales growth was 2.4% in the second half (at constant 
exchange rates), partially reversing a first half decline of 25.2%. 
 
Operating profit from continuing operations and before exceptional items was 
 GBP0.9m, up from  GBP0.1m in the previous 12 months.  If results had been translated 
at prior year exchange rates, the improvement in operating profit would have 
been  GBP1.0m. 
 
For the Group as a whole, the impact of reduced revenues was more than offset by 
cost saving measures from prior and current year initiatives ( GBP4.0m) and lower 
average energy and raw material costs ( GBP1.2m).  The benefit to margins on UK 
manufactured goods, arising from Sterling's relative weakness against the Euro, 
is estimated at  GBP1.0m. 
 
At a regional level, full year operating profits in Europe were unchanged, while 
gains were registered in North America ( GBP0.2m), Asia Pacific ( GBP0.3m) and from 
central costs ( GBP0.3m). 
 
Europe: Foils 
 
Third party sales originating in the European Foils business were  GBP28.7m, up 
1.2% on prior year (-1.1% at constant exchange rates).   After a 13.5% decline 
in the first half (at constant exchange rates), sales recovered steadily in the 
balance of the financial year.  Second half sales came in 13.0% ahead of the 
same period last year, with Italy and Security Holographics performing 
especially well. 
 
Operating profits before exceptional items improved by  GBP0.7m to  GBP2.5m a result 
of lower operating costs, improved efficiencies at the Salford production unit, 
lower average raw material and utility costs and more favourable exchange rates 
applicable to UK manufactured products sold in the euro-zone.  Operating margin 
on total sales increased by 2.5% to 7.9%. 
 
Europe: Laminates 
 
Laminates full year revenues were 21.0% lower than prior year at  GBP28.0m.  The 
business was adversely affected by a lack of promotional and packaging 
development activity amongst brand owners in the premium consumer goods sector. 
Demand increased in the second half of the financial year, with sales 7.0% ahead 
of the first half although still 8.0% behind the second half last year. 
 
Full year operating profits of  GBP2.0m were  GBP0.7m lower than the prior year, 
although operating margins were just 0.5% lower at 7.3% as a result of improved 
sales mix and tight control of costs. 
 
North America 
 
Reported revenues from US operations of  GBP19.6m were 6.9% below last year and 
13.8% lower at constant exchange rates.  The US business was hit hard by the 
economic recession with sales down 30.5% in the first six months, recovering in 
the second half by 6.2% compared to the first half year. 
 
Cost reduction measures, including the carry-over benefit from prior year 
actions, combined with improved sales mix and lower material and utility prices 
led to a return to profit in the second half and a reduction in full year losses 
from  GBP0.3m to  GBP0.1m. 
 
Asia Pacific 
 
Sales originating in Asia Pacific of  GBP8.3m were down 4.0% compared to the 
previous 12 months (-12.2% at constant exchange rates).   Third party revenues 
in China were 18.0% lower at constant exchange rates.  Including shipments to 
other API businesses, the decline in China sales was 11.3% after volumes in the 
second half of the financial year recovered by 19.3% compared to the first 
half.  Elsewhere in the region, Australia had a strong year, partly offset by 
reduced sales in New Zealand. 
 
Reported operating losses in the region reduced by  GBP0.3m to  GBP2.3m as a result of 
lower regional management costs and a higher contribution from Australia.  At 
constant exchange rates, the year-on-year improvement would have been  GBP0.4m. 
 
In China, contribution from the second half growth in volumes was negated by 
steep increases in raw material costs, price erosion on domestic sales and the 
impact of unfavourable exchange rate movements on export margins. 
 
As a result of continuing heavy losses, the Board has impaired the fixed assets 
of the business in Shanghai in the period's financial statements and commenced a 
strategic review of options for the Group's investment in its 51% owned Chinese 
subsidiary. 
 
Central Costs 
 
Central costs before exceptional items reduced by  GBP0.3m to  GBP1.2m mostly as a 
result of the full year effect of cost saving initiatives started last year. 
 
Exceptional Items 
 
Exceptional items for the 12 months to 31 March 2010 of  GBP6.0m includes a 
non-cash impairment charge of  GBP5.1m in relation to the carrying value of plant 
and equipment at the Group's subsidiary in Shanghai.  Of this, 49% is for the 
account of minority shareholders in the venture, leaving the impact on the 
Group's shareholders at  GBP2.6m.  Further details are provided in note 3. 
 
The remaining  GBP0.9m includes  GBP0.6m of expenses associated with cost reduction 
programmes in UK and US operations initiated in 2008.  An additional  GBP0.3m was 
incurred in relation to the Shanghai factory relocation project which completed 
during 2009. 
 
Impairment 
 
With the exception of the impairment to fixed assets in China, the Board 
considers that no other impairments to goodwill or asset carrying values are 
necessary. 
 
Finance Costs 
 
Net finance costs for the 12 months ended 31 March 2010 were  GBP3.1m, including 
 GBP1.1m in respect of defined benefit pension schemes.  Compared with the prior 
year, finance costs increased by  GBP0.2m with interest payable on bank loans 
decreasing by  GBP0.1m and pension fund finance costs increasing by  GBP0.4m. The 
increase in pension fund interest relates to non cash accounting entries 
associated with lower net returns on UK pension scheme assets. Note 9 provides 
further information on pension scheme financing costs. 
 
 
 
 
 
 
 
Loss before Taxation 
 
The loss before taxation amounted to  GBP8.2m, compared to a profit of  GBP2.2m in the 
year ended 31 March 2009.  The difference is a result of exceptional costs of 
 GBP6.0m against a net gain of  GBP4.7m in the previous year.  Excluding the impact of 
exceptional items, the loss before tax was  GBP2.2m compared to a loss of  GBP2.5m in 
the prior year. 
 
Taxation 
 
For the year to 31 March 2010, a tax credit of  GBP6.3m has been credited to the 
profit and loss account compared with a charge of  GBP4.3m for the 12 months to 31 
March 2009. 
 
A provision of  GBP3.3m was taken in the accounts for the year ending 31 March 
2009 in respect of a potential tax liability on the sale of land in Shanghai 
after the Company's manufacturing operations were relocated to a new site.  On 
completion of a review by the authorities, it was determined that no tax 
liability had arisen and the provision has therefore been reversed. 
 
A tax credit of  GBP2.9m reflects increased recognition of deferred tax assets as 
trading results have improved in the US and Europe and compares to a tax charge 
in respect of deferred tax assets of  GBP1.0m in the prior year.  Of the  GBP2.9m, 
 GBP2.6m relates to operations based in the UK and  GBP0.3m relates to the US. 
 
Earnings per Share 
 
Basic and diluted earnings per share from continuing operations amounted to 
0.2p for the 12 months to 31 March 2010 compared to a loss per share of 3.7p for 
the year to 31 March 2009.  Including discontinued operations, earnings per 
share was unchanged at 0.2p compared to a loss per share of 5.5p in the prior 
year. 
 
Cash Flow and Net Debt 
 
For the 12 month period to 31 March 2010, the Group reported a net cash outflow 
from operating activities of  GBP0.8m compared to an inflow of  GBP6.4m for the year 
to 31 March 2009. 
 
Working capital increased by  GBP3.7m, primarily reflecting a higher exit rate of 
activity and a partial reversal of the  GBP5.8m reduction during the prior year. 
Year end working capital efficiency, measured by reference to the trailing three 
month annualised sales, was 16.8% compared to 15.0% at 31 March 2009. 
 
Capital investment in the year amounted to  GBP1.2m compared to  GBP4.1m for the year 
ended 31 March 2009 and depreciation of  GBP3.8m as the Group continued to focus on 
cost management and improving utilisation of existing installed capacity. 
 
Annual cash interest expense reduced by  GBP1.0m to  GBP1.5m due primarily to timing 
differences on loan maturities and costs associated with refinancing. 
 
Net debt increased during the year by  GBP3.8m to  GBP18.5m at 31 March 2010. 
Capital expenditure, trading losses and dividend payments, all relating to 
China, accounted for  GBP3.1m of the increase. 
 
Gearing increased to 107% compared to 56% at 31 March 2009, including a 31% 
impact arising from the increase in the IAS19 pension deficit and the associated 
reduction in reported net assets. 
 
 
 
Borrowings and Liquidity 
 
The Group's policy is to ensure that bank facilities and other funding are 
sufficient to meet foreseeable peak borrowing requirements.  Facilities are in 
place to independently finance the Group's main geographic regions, the UK, 
North America and China. 
 
The Group extended its main UK banking agreement in November 2009 for a 3.5 year 
period to July 2013.  Facilities at 31 March 2010 totalled  GBP17.9m including an 
amortising term loan of  GBP7.0m repayable from October 2010 to July 2013 ( GBP4.25m 
due on or after April 2013), a term loan of  GBP7.4m repayable July 2013 and a 
multi-option overdraft facility of  GBP3.5m renewable in November 2010.  UK 
borrowings are secured against the Group's UK assets. 
 
As part of the UK refinancing, warrants for ordinary shares were issued to 
Barclays plc at an exercise price of 1p and representing 4.8% of post warrant 
share capital. 
 
The North America banking facilities at 31 March 2010 comprised a term loan of 
$0.35m repayable within 1 year and a variable asset-based facility up to $5.0m 
depending on the level of working capital.  At 31 March 2010 the amount 
available was $2.1m with lending secured on US working capital, plant and 
equipment.  Since the year end, the US business has completed a new 3.5 year 
agreement comprising a $2.1m amortising loan and a $5.5m asset based overdraft 
facility.  These new facilities are secured on working capital, plant and 
equipment and the Kansas property. 
 
In China, a revolving working capital facility of RMB 42m (approximately  GBP4.0m) 
is secured against property assets and is repayable within 1 year. 
 
Bank Covenants 
 
The Group's main lending arrangements are with Barclays Bank plc in the UK. 
Total lending under committed and revolving facilities is subject to four 
quarterly financial covenant targets reflecting the financial performance of the 
Group, after excluding the US and China businesses.  Covenants are for Debt 
Cover, Total Service Payments Cover, Senior Interest Cover and Tangible Net 
Worth.  New covenant limits were established for the full 3.5 years during the 
facilities re-negotiation in November 2009.  At 31 March 2010, Debt Cover, the 
ratio of net debt to 12 month trailing EBITDA was 2.61 (2009: 2.74) and this and 
all other covenant ratios were comfortably within facility limits. 
 
US facilities are subject to covenant obligations relating to profitability and 
net worth.  Throughout the year to 31 March 2010 the US business met its 
covenant obligations to the lender, HSBC. 
 
The China facilities are subject to a limited number of general financial 
covenants which have been complied with throughout the year.   In light of the 
continued poor trading performance of the Chinese business, quarterly business 
reviews with the Bank of China were instituted during April 2010. 
 
 
 
 
 
 
 
 
 
 
 
 
Foreign Currency Exchange Rates 
 
Exchange rates used for the translation of results and assets of US, Euro and 
China based operations are shown below. 
 
           +--------------------------------+---------------------------+ 
           |Average                         |Closing                    | 
+----------+-------------+-+----------------+-------------+-------------+ 
|Rate to  GBP1|12 months to | |12 months to    |As at        |As at        | 
|          |31 March 2010| | 31 March   2009|31 March 2010|31 March 2009| 
+----------+-------------+-+----------------+-------------+-------------+ 
|US $      |1.59         | |1.72            |1.52         |1.43         | 
+----------+-------------+-+----------------+-------------+-------------+ 
|Euro      |1.13         | |1.21            |1.12         |1.08         | 
+----------+-------------+-+----------------+-------------+-------------+ 
|RMB       |10.86        | |11.81           |10.35        |9.79         | 
+----------+-------------+-+----------------+-------------+-------------+ 
 
 
Pensions 
 
The Group operates a number of pension schemes for the benefit of its past and 
current employees.  At 31 March 2010 the Group's IAS19 gross pension liability 
was assessed at  GBP16.4m (2009:  GBP7.1m) with a net liability of  GBP11.8m (2009: 
 GBP5.1m) after accounting for a deferred tax asset of  GBP4.6m (2009:  GBP2.0m). While 
scheme asset values improved significantly during the year (+ GBP13.1m), this was 
insufficient to compensate for an increase in assessed liabilities of  GBP22.5m 
arising from a less favourable outlook on inflation and discount rates. 
 
The API Group plc Pension and Life Assurance Fund is a defined benefit scheme 
operated by the Group in the UK which has been closed to new members since 
October 2006 and was closed to future service accrual on 31 December 2008.  The 
IAS19 liability at 31 March 2010 relating to this scheme was  GBP15.7m (2009: 
 GBP6.3m).   Liabilities have been calculated using assumptions on discount rates 
of 5.65% (2009: 6.85%) and an inflation rate of 3.5% (2009: 2.8%). 
 
The UK scheme's last triennial valuation, at 30 September 2007, calculated a 
funding deficit of  GBP8.7m on a continuing basis.  Following that valuation, the 
Company and Scheme Trustees agreed a funding plan and schedule of contributions 
aimed at reducing the deficit to zero over a 10 year period. During the year to 
31 March 2010, the Group made additional contributions into the scheme of 
 GBP0.3m.  This contribution rate will increase to  GBP0.7m per year from January 
2011. The Company also pays all pension related administration fees on behalf of 
the Fund.  The next valuation is scheduled for September 2010. 
 
A small number of current and past US employees are members of a closed, defined 
benefit pension plan.  Details of the net deficit of  GBP0.7m (2009:  GBP0.8m) are 
included in Note 9.  In addition, current and past employees covered by union 
contracts at the Group's manufacturing site in Rahway, New Jersey are members of 
a multi-employer defined benefit pension plan which remains open to future 
accrual and new membership under the terms of the site's collective bargaining 
agreement. 
 
 
Group Income Statement 
for the year ended 31 March 2010 
 
 
                                                  Year ended     Year ended 
                                                 31 March 2010     31 March 2009 
 
                                           Note           GBP'000              GBP'000 
 
 
 
Continuing operations 
 
Revenue                                    2            84,574            93,451 
 
Cost of sales                                         (66,627)          (74,780) 
                                               ---------------- ---------------- 
Gross profit                                            17,947            18,671 
 
 
 
Distribution costs                                     (2,307)           (2,806) 
 
Administrative expenses                               (14,776)          (15,771) 
                                               ---------------- ---------------- 
 
 
Operating profit before exceptional items  2               864                94 
 
 
 
Exceptional items                          3           (5,976)             4,699 
                                               ---------------- ---------------- 
 
 
Operating (loss)/profit from continuing 
operations                                             (5,112)             4,793 
 
 
 
Finance revenue                            4                40               310 
 
Finance costs                              4           (3,129)           (2,875) 
                                               ---------------- ---------------- 
                                                       (3,089)           (2,565) 
                                               ---------------- ---------------- 
 
 
(Loss)/profit on continuing activities 
before taxation                                        (8,201)             2,228 
 
 
 
Tax credit/(expense)                       5             6,309           (4,314) 
                                               ---------------- ---------------- 
 
 
Loss from continuing operations                        (1,892)           (2,086) 
 
 
 
Discontinued operations 
 
Loss from discontinued operations          6                 -           (1,298) 
                                               ---------------- ---------------- 
 
 
Loss for the period                                    (1,892)           (3,384) 
                                               ---------------- ---------------- 
 
 
Attributable to: 
 
Profit/(loss) attributable to equity 
holders of the parent                                      124           (3,861) 
 
(Loss)/profit attributable to minority 
equity interest                                        (2,016)               477 
                                               ---------------- ---------------- 
Total loss for the period                              (1,892)           (3,384) 
                                               ---------------- ---------------- 
 
 
 
 
Earnings per share (pence) 
 
Basic and diluted earnings/(loss) per 
share from continuing operations           7               0.2             (3.7) 
 
 
 
Basic and diluted earnings/(loss) per 
share on profit/(loss) for the period      7               0.2             (5.5) 
 
 
 
 
Group Statement of Comprehensive Income 
for the year ended 31 March 2010 
 
 
                                             Year ended               Year ended 
                                             31 March 2010         31 March 2009 
 
                                                      GBP'000                  GBP'000 
 
Loss for the period                                (1,892)               (3,384) 
                                      --------------------- -------------------- 
 
 
Exchange differences on 
retranslation of foreign operations                  (565)                 5,973 
 
Change in fair value of effective 
cash flow hedge (interest rate swap)                   108                 (360) 
 
Actuarial losses on defined benefit 
pension plans                                      (9,085)               (3,925) 
 
Tax on items taken directly to or 
transferred from equity                              2,544                 1,099 
                                      --------------------- -------------------- 
Other comprehensive (expense)/income 
for the period, net of tax                         (6,998)                 2,787 
                                      --------------------- -------------------- 
 
 
Total recognised expense for the 
year                                               (8,890)                 (597) 
                                      --------------------- -------------------- 
 
 
Attributable to: 
 
Equity holders of the parent                       (6,492)               (3,367) 
 
Minority equity interests                          (2,398)                 2,770 
                                      --------------------- -------------------- 
                                                   (8,890)                 (597) 
                                      --------------------- -------------------- 
 
 
 
Group Balance Sheet 
at 31 March 2010 
 
                                              31 March 2010   31 March 2009 
 
                                         Note          GBP'000            GBP'000 
 
Assets 
 
Non-current assets 
 
Property, plant and equipment                        28,772          38,342 
 
Intangible assets - goodwill                          5,188           5,188 
 
Trade and other receivables                             134             209 
 
Deferred tax assets                      5            7,738           2,318 
                                             --------------- -------------- 
                                                     41,832          46,057 
                                             --------------- -------------- 
Current assets 
 
Trade and other receivables                          16,697          14,492 
 
Inventories                                          13,110          12,699 
 
Cash at bank and in hand                              1,041           2,234 
                                             --------------- -------------- 
                                                     30,848          29,425 
                                             --------------- -------------- 
 
 
 
                                             --------------- -------------- 
Total assets                             2           72,680          75,482 
                                             --------------- -------------- 
 
 
Liabilities 
 
Current liabilities 
 
Trade and other payables                             18,444          20,368 
 
Financial liabilities                    8            5,416           5,747 
 
Income tax payable                            346             4,259 
                                             --------------- -------------- 
                                                     24,206          30,374 
                                             --------------- -------------- 
Non-current liabilities 
 
Financial liabilities                    8           14,404          11,539 
 
Deferred tax liabilities                 5              256             256 
 
Provisions                                               97              61 
 
Deficit on defined benefit pension plans 9           16,406           7,081 
                                             --------------- -------------- 
                                                     31,163          18,937 
                                             --------------- -------------- 
 
                                             --------------- -------------- 
Total liabilities                                    55,369          49,311 
                                             --------------- -------------- 
 
                                             --------------- -------------- 
Net assets                                           17,311          26,171 
                                             --------------- -------------- 
 
 
Equity 
 
Called up share capital                                 701             701 
 
Share premium                                         7,136           7,136 
 
Other reserves                                8,595           8,595 
 
Foreign exchange reserve                      3,309           3,492 
 
Retained loss                                       (7,805)         (1,526) 
                                             --------------- -------------- 
 
 
API Group shareholders' equity                       11,936          18,398 
 
 
 
Minority interest                                     5,375           7,773 
 
 
                                             --------------- -------------- 
Total equity                                         17,311          26,171 
                                             --------------- -------------- 
 
Group Statement of Changes in Equity 
for the year ended 31 March 2010 
                  |               |               |               |               |               | 
=-----------------+---------------+---------------+---------------+---------------+---------------+--------------- 
                  |               |               |               |        Foreign|               |          Total 
                  |   Equity share|               |               |       exchange|       Retained| share-holders' 
                  |        capital|  Share premium| Other reserves|        reserve|       earnings|         equity 
=-----------------+---------------+---------------+---------------+---------------+---------------+--------------- 
                  |               |               |               |               |               | 
                  |           GBP'000|           GBP'000|           GBP'000|           GBP'000|           GBP'000|           GBP'000 
=-----------------+---------------+---------------+---------------+---------------+---------------+--------------- 
                  |               |               |               |               |               | 
=-----------------+---------------+---------------+---------------+---------------+---------------+--------------- 
 At 1 April 2008  |8,998          |7,136          |298            |(188)          |5,568          |21,812 
=-----------------+---------------+---------------+---------------+---------------+---------------+--------------- 
 Loss for the year|-              |-              |-              |-              |(3,861)        |(3,861) 
=-----------------+---------------+---------------+---------------+---------------+---------------+--------------- 
 Other            |               |               |               |               |               | 
 comprehensive    |               |               |               |               |               | 
 income/(expense):|               |               |               |               |               | 
=-----------------+---------------+---------------+---------------+---------------+---------------+--------------- 
 Exchange         |               |               |               |               |               | 
 differences on   |               |               |               |               |               | 
 retranslation of |               |               |               |               |               | 
 foreign          |               |               |               |               |               | 
 operations       |-              |-              |-              |3,680          |-              |3,680 
=-----------------+---------------+---------------+---------------+---------------+---------------+--------------- 
 Change in fair   |               |               |               |               |               | 
 value of         |               |               |               |               |               | 
 effective cash   |               |               |               |               |               | 
 flow hedge       |               |               |               |               |               | 
 (interest rate   |               |               |               |               |               | 
 swap)            |-              |-              |-              |-              |(360)          |(360) 
=-----------------+---------------+---------------+---------------+---------------+---------------+--------------- 
 Actuarial losses |               |               |               |               |               | 
 on defined       |               |               |               |               |               | 
 benefit pension  |               |               |               |               |               | 
 plans            |-              |-              |-              |-              |(3,925)        |(3,925) 
=-----------------+---------------+---------------+---------------+---------------+---------------+--------------- 
 Tax on items     |               |               |               |               |               | 
 taken directly to|               |               |               |               |               | 
 equity           |-              |-              |-              |-              |1,099          |1,099 
=-----------------+---------------+---------------+---------------+---------------+---------------+--------------- 
 Total            |               |               |               |               |               | 
 comprehensive    |               |               |               |               |               | 
 income/(expense) |               |               |               |               |               | 
 for the year     |-              |-              |-              |3,680          |(7,047)        |(3,367) 
=-----------------+---------------+---------------+---------------+---------------+---------------+--------------- 
 Buy back of      |               |               |               |               |               | 
 deferred shares  |(8,297)        |-              |8,297          |-              |-              |- 
=-----------------+---------------+---------------+---------------+---------------+---------------+--------------- 
 Share based      |               |               |               |               |               | 
 payments         |-              |-              |-              |-              |(47)           |(47) 
=-----------------+---------------+---------------+---------------+---------------+---------------+--------------- 
 At 31 March 2009 |701            |7,136          |8,595          |3,492          |(1,526)        |18,398 
=-----------------+---------------+---------------+---------------+---------------+---------------+--------------- 
 Profit for the   |               |               |               |               |               | 
 year             |-              |-              |-              |-              |124            |124 
=-----------------+---------------+---------------+---------------+---------------+---------------+--------------- 
 Other            |               |               |               |               |               | 
 comprehensive    |               |               |               |               |               | 
 income/(expense):|               |               |               |               |               | 
=-----------------+---------------+---------------+---------------+---------------+---------------+--------------- 
 Exchange         |               |               |               |               |               | 
 differences on   |               |               |               |               |               | 
 retranslation of |               |               |               |               |               | 
 foreign          |               |               |               |               |               | 
 operations       |-              |-              |-              |(183)          |-              |(183) 
=-----------------+---------------+---------------+---------------+---------------+---------------+--------------- 
 Change in fair   |               |               |               |               |               | 
 value of         |               |               |               |               |               | 
 effective cash   |               |               |               |               |               | 
 flow hedge       |               |               |               |               |               | 
 (interest rate   |               |               |               |               |               | 
 swap)            |-              |-              |-              |-              |108            |108 
=-----------------+---------------+---------------+---------------+---------------+---------------+--------------- 
 Actuarial losses |               |               |               |               |               | 
 on defined       |               |               |               |               |               | 
 benefit pension  |               |               |               |               |               | 
 plans            |-              |-              |-              |-              |(9,085)        |(9,085) 
=-----------------+---------------+---------------+---------------+---------------+---------------+--------------- 
 Tax on items     |               |               |               |               |               | 
 taken directly to|               |               |               |               |               | 
 equity           |-              |-              |-              |-              |2,544          |2,544 
=-----------------+---------------+---------------+---------------+---------------+---------------+--------------- 
 Total            |               |               |               |               |               | 
 comprehensive    |               |               |               |               |               | 
 expense for the  |               |               |               |               |               | 
 year             |-              |-              |-              |(183)          |(6,309)        |(6,492) 
=-----------------+---------------+---------------+---------------+---------------+---------------+--------------- 
 Share based      |               |               |               |               |               | 
 payments         |-              |-              |-              |-              |30             |30 
=-----------------+---------------+---------------+---------------+---------------+---------------+--------------- 
 At 31 March 2010 |701            |7,136          |8,595          |3,309          |(7,805)        |11,936 
                  +---------------+---------------+---------------+---------------+---------------+--------------- 
 
 
                    | |                  | |               | | 
=-------------------+-+------------------+-+---------------+-+----------------- 
                    | |     Shareholders'| |       Minority| |     Total equity 
                    | |            equity| |       interest| | 
=-------------------+-+------------------+-+---------------+-+----------------- 
                    | |                  | |               | | 
                    | | GBP'000             | | GBP'000          | | GBP'000 
=-------------------+-+------------------+-+---------------+-+----------------- 
                    | |                  | |               | | 
=-------------------+-+------------------+-+---------------+-+----------------- 
 At 1 April 2008    | |21,812            | |5,887          | |27,699 
=-------------------+-+------------------+-+---------------+-+----------------- 
 Total comprehensive| |                  | |               | | 
 (expense)/income   | |                  | |               | | 
 for the year       | |(3,367)           | |2,770          | |(597) 
=-------------------+-+------------------+-+---------------+-+----------------- 
 Dividends          | |-                 | |(884)          | |(884) 
=-------------------+-+------------------+-+---------------+-+----------------- 
 Share based        | |                  | |               | | 
 payments           | |(47)              | |-              | |(47) 
=-------------------+-+------------------+-+---------------+-+----------------- 
 At 31 March 2009   | |18,398            | |7,773          | |26,171 
=-------------------+-+------------------+-+---------------+-+----------------- 
 Total comprehensive| |                  | |               | | 
 expense for the    | |                  | |               | | 
 year               | |(6,492)           | |(2,398)        | |(8,890) 
=-------------------+-+------------------+-+---------------+-+----------------- 
 Share based        | |                  | |               | | 
 payments           | |30                | |-              | |30 
=-------------------+-+------------------+-+---------------+-+----------------- 
 At 31 March 2010   | |11,936            | |5,375          | |17,311 
                    | +------------------+ +---------------+ +----------------- 
 
 
Group Cash Flow Statement 
for the year ended 31 March 2010 
 
                                               | |Year ended   | |Year ended 
                                               | |31 March 2010| |31 March 2009 
=----------------------------------------------+-+-------------+-+------------- 
                                               | | GBP'000        | | GBP'000 
=----------------------------------------------+-+-------------+-+------------- 
                                               | |             | | 
=----------------------------------------------+-+-------------+-+------------- 
 Operating activities                          | |             | | 
=----------------------------------------------+-+-------------+-+------------- 
 Group operating (loss)/profit                 | |(5,112)      | |4,793 
=----------------------------------------------+-+-------------+-+------------- 
 Adjustments to reconcile group operating      | |             | | 
 profit/(loss) to                              | |             | | 
 net cash flows from operating activities      | |             | | 
=----------------------------------------------+-+-------------+-+------------- 
 Depreciation of property, plant and equipment | |3,820        | |3,905 
=----------------------------------------------+-+-------------+-+------------- 
 Impairment of property, plant and equipment   | |5,083        | |- 
=----------------------------------------------+-+-------------+-+------------- 
 Impairment of goodwill                        | |-            | |1,292 
=----------------------------------------------+-+-------------+-+------------- 
 Loss/(profit) on disposal of property, plant  | |             | | 
 and equipment                                 | |10           | |(7,780) 
=----------------------------------------------+-+-------------+-+------------- 
 Share-based payments                          | |30           | |(47) 
=----------------------------------------------+-+-------------+-+------------- 
 Difference between pension contributions paid | |             | | 
 and amounts recognised in the income statement| |(854)        | |(1,021) 
=----------------------------------------------+-+-------------+-+------------- 
 (Increase)/decrease in inventories            | |(590)        | |1,310 
=----------------------------------------------+-+-------------+-+------------- 
 (Increase)/decrease in trade and other        | |             | | 
 receivables                                   | |(2,302)      | |5,224 
=----------------------------------------------+-+-------------+-+------------- 
 Decrease in trade and other payables          | |(862)        | |(731) 
=----------------------------------------------+-+-------------+-+------------- 
 Movement in provisions                        | |36           | |(92) 
=----------------------------------------------+-+-------------+-+------------- 
 Cash (used in)/generated from operations      | |(741)        | |6,853 
=----------------------------------------------+-+-------------+-+------------- 
 Income taxes paid                             | |(96)         | |(405) 
=----------------------------------------------+-+-------------+-+------------- 
 Net cash flow from operating activities       | |(837)        | |6,448 
=----------------------------------------------+-+-------------+-+------------- 
                                               | |             | | 
=----------------------------------------------+-+-------------+-+------------- 
 Investing activities                          | |             | | 
=----------------------------------------------+-+-------------+-+------------- 
 Interest received                             | |40           | |35 
=----------------------------------------------+-+-------------+-+------------- 
 Purchase of property, plant and equipment     | |(1,193)      | |(4,110) 
=----------------------------------------------+-+-------------+-+------------- 
 Sale of property, plant and equipment         | |30           | |8,706 
=----------------------------------------------+-+-------------+-+------------- 
 Payment of legal costs in respect of          | |             | | 
 discontinued operations                       | |(12)         | |(1,171) 
=----------------------------------------------+-+-------------+-+------------- 
 Net cash flow from investing activities       | |(1,135)      | |3,460 
=----------------------------------------------+-+-------------+-+------------- 
                                               | |             | | 
=----------------------------------------------+-+-------------+-+------------- 
 Financing activities                          | |             | | 
=----------------------------------------------+-+-------------+-+------------- 
 Interest paid                                 | |(1,458)      | |(2,512) 
=----------------------------------------------+-+-------------+-+------------- 
 Dividends paid to minority interests          | |(434)        | |(620) 
=----------------------------------------------+-+-------------+-+------------- 
 New borrowings                                | |7,131        | |1,693 
=----------------------------------------------+-+-------------+-+------------- 
 Repayment of borrowings                       | |(3,850)      | |(9,594) 
=----------------------------------------------+-+-------------+-+------------- 
 Net cash flow from financing activities       | |1,389        | |(11,033) 
=----------------------------------------------+-+-------------+-+------------- 
                                               | |             | | 
=----------------------------------------------+-+-------------+-+------------- 
 Decrease in cash and cash equivalents         | |(583)        | |(1,125) 
=----------------------------------------------+-+-------------+-+------------- 
 Effect of exchange rates on cash and cash     | |             | | 
 equivalents                                   | |(114)        | |261 
=----------------------------------------------+-+-------------+-+------------- 
 Cash and cash equivalents at the beginning of | |             | | 
 the period                                    | |151          | |1,015 
=----------------------------------------------+-+-------------+-+------------- 
 Cash and cash equivalents at the end of the   | |             | | 
 period                                        | |(546)        | |151 
=----------------------------------------------+-+-------------+-+------------- 
                                               | |             | | 
 
Cash and cash equivalents comprise the following: 
 
 
                                                              31 March   h 
                                 31 March 2010                    2009   9 
 
                                          GBP'000                    GBP'000 
 
 
 
 
 
Cash at bank and in hand                 1,041                       2,234 
 
Bank overdrafts          (1,587)                   (2,083) 
                        ----------------------- -------------------------- 
                                         (546)                         151 
                        ----------------------- -------------------------- 
 
Notes to the consolidated financial statements 
 
 
 
 
1. Preparation of financial statements 
 
 
Publication of abridged accounts 
 
 
 
The Group's financial statements for the year ended 31 March 2010 were 
authorised for issue by the Board of Directors on 2 June 2010 and the balance 
sheet was signed on the Board's behalf by A Turner. 
 
The preliminary announcement figures for the year ended 31 March 2010 and the 
comparative figures for the year ended 31 March 2009 are an abridged version of 
the Group's statutory accounts which carry an unmodified audit report. They do 
not constitute statutory accounts within the meaning of sections 434 to 436 of 
the Companies Act 2006 and no statutory accounts have yet been filed with the 
Registrar of Companies for the year ended 31 March 2010. Statutory accounts for 
the year ended 31 March 2009 have been filed with the Registrar of Companies. 
The auditor's report on these accounts was unqualified and did not contain an 
emphasis of matter, nor did it contain a statement under section 498 of the 
Companies Act 2006. The statutory accounts for the year ended 31 March 2010 will 
be delivered to the registrar of Companies following the Company's Annual 
General Meeting. 
 
The Annual Report and Accounts for the year ended 31 March 2010 will be posted 
to shareholders by 21 June 2010 prior to the Annual General Meeting on 21 July 
2010. Copies of the Annual Report and Accounts will be available to members of 
the public from 22 June 2010 at the Group's registered office at Second Avenue, 
Poynton Industrial Estate, Poynton, Cheshire SK12 1ND. 
 
API Group plc is a public company incorporated and domiciled in England & 
Wales.  The company's ordinary shares are traded on the Alternative Investment 
Market of the London Stock Exchange. 
 
Basis of preparation 
 
The Group's financial statements have been prepared in accordance with 
International Financial Reporting Standards (IFRSs) issued by the International 
Accounting Standards Board (IASB) as adopted by the European Union as they apply 
to the financial statements of the Group for the year ended 31 March 2010 and 
applied in accordance with the Companies Act 2006. The Group has applied 
optional exemptions available to it under IFRS 1. 
 
The principal accounting policies which apply in preparing the financial 
statements for the year ended 31 March 2010 are consistent with those disclosed 
in the Group's audited accounts for the year ended 31 March 2009. 
 
 
 
The consolidated financial statements are presented in sterling and all values 
are rounded to the nearest thousand ( GBP'000) except when otherwise indicated. 
 
 
 
The Group meets its day-to-day working capital requirements through overdraft 
and loan facilities, as detailed in Note 8.  The principal facilities relate to 
the UK.  In November 2009, these were extended to July 2013.  Since the 
year-end, new facilities were put in place in the US business which extend to 
November 2013. 
 
 
 
While the Group's end markets have demonstrated some recovery in the second half 
of the financial year to March 2010, a sustained recovery remains uncertain. 
The Group's forecasts and projections, allowing for possible deterioration of 
trading performance, show that the Group has a reasonable expectation of being 
able to operate within the level of currently available facilities and within 
the covenant targets. 
 
Accordingly, the accounts have been prepared on the going concern basis. 
 
 
 
 
Accounting policies 
 
 
 
The principal accounting policies which apply in preparing the financial 
statements for the year ended 31 March 2010 are consistent with those disclosed 
in the Group's audited accounts for the year ended 31 March 2009. 
 
 
During the current year, the Group has adopted IAS 1 Revised Presentation of 
Financial Statements (effective 1 January 2009). The revised Standard separates 
owner and non-owner changes in equity.  The Statement of Changes in Equity 
includes only details of transactions with owners, with non-owner changes in 
equity shown as a single line.  In addition, the Standard introduces the 
Statement of Comprehensive Income.  It presents all items of Comprehensive 
Income, either in one statement, or as two linked statements.  The Group has 
elected to present two statements. 
 
 
The Group also adopted IFRS 8 Operating Segments (effective 1 January 2009). 
 This Standard requires disclosure of information about the Group's operating 
segments and replaces the requirement to determine primary and secondary 
reporting segments of the Group.  Adoption of this Standard does not have any 
effect on the financial position or performance of the Group.  Summary segmental 
information is presented in Note 2. 
 
 
In addition, a number of new and amended standards and interpretations came into 
effect for accounting periods commencing on or after 1 April 2009.  Insofar as 
they are relevant to the Group's operations, adoption of these standards and 
interpretations did not have any material effect on the financial statements of 
the Group. 
 
2. Segmental analysis 
 
The Group produces monthly management information to enable the Board, including 
the Chief Executive Officer to monitor the financial performance of the 
constituent parts of the Group.  This information is analysed by three distinct 
independently managed segments in accordance with the location of assets: 
Europe, North America and Asia Pacific, with the Europe segment being analysed 
further by the major product categories of Foils and Laminates. 
 
Revenue 
                                      Year ended 
                                     31 March              Year ended 
                             2010                       31 March 2009 
 
                                                       Continuing and 
                            Continuing and Total              Total     nd Total 
 
                                            GBP'000                 GBP'000 
 
 
 
Total revenue by origin 
 
Europe 
 
    Foils                                 31,124               32,453 
 
    Laminates                             28,000               35,424 
 
    Intra-Europe                           (373)              (2,440) 
                            --------------------- -------------------- 
                                          58,751               65,437 
 
North America                             20,020               21,855 
 
Asia Pacific                               9,239                9,399 
                            --------------------- -------------------- 
                                          88,010               96,691 
                            --------------------- -------------------- 
 
 
Inter-segmental revenue 
 
Europe 
 
    Foils                                  2,427                4,086 
 
    Laminates                                  -                    - 
 
    Intra-Europe                           (373)              (2,440) 
                            --------------------- -------------------- 
                                           2,054                1,646 
 
North America                                469                  852 
 
Asia Pacific                                 913                  742 
                            --------------------- -------------------- 
                                           3,436                3,240 
                            --------------------- -------------------- 
 
 
External revenue by origin 
 
Europe 
 
    Foils                                 28,697               28,367 
 
    Laminates                             28,000               35,424 
                            --------------------- -------------------- 
                                          56,697               63,791 
 
North America                             19,551               21,003 
 
Asia Pacific                               8,326                8,657 
                            --------------------- -------------------- 
Segment revenue                           84,574               93,451 
                            --------------------- -------------------- 
 
 
Revenue by products 
 
 
Total revenue 
 
Foils                                     56,947               60,425 
 
Laminates                                 28,000               35,424 
                            --------------------- -------------------- 
                                          84,947               95,849 
                            --------------------- -------------------- 
Inter-segmental revenue 
 
Foils                                        373                2,398 
 
Laminates                                      -                    - 
                            --------------------- -------------------- 
                                             373                2,398 
                            --------------------- -------------------- 
External revenue 
 
Foils                                     56,574               58,027 
 
Laminates                                 28,000               35,424 
                            --------------------- -------------------- 
                                          84,574               93,451 
                            --------------------- -------------------- 
 
 
 
 
2. Segmental analysis (continued) 
 
Revenue (continued) 
                                            Year ended            Year ended 
                                         31 March 2010         31 March 2009 
 
                                                              Continuing and 
                                  Continuing and Total                 Total 
 
                                                  GBP'000                  GBP'000 
 
External revenue by 
destination 
 
UK                                              25,967                31,828 
 
Rest of Europe                                  28,703                29,341 
 
Americas                                        18,697                19,831 
 
Asia Pacific                                     9,757                10,471 
 
Africa                                           1,450                 1,980 
                                ----------------------- --------------------- 
                                                84,574                93,451 
                                ----------------------- --------------------- 
 
 
No revenue arises from discontinued businesses in the years ended 31 March 2010 
and 31 March 2009. 
 
All revenue is derived from the sale of goods. 
 
During the years ended 31 March 2010 and 31 March 2009 there was one major 
customer, reported in the Laminates segment, which comprised 10% or more of the 
total external revenue, amounting to  GBP11,761,000 (2009:  GBP12,156,000). 
 
Segment result 
 
                                             Year ended             Year ended 
                                            31 March 2010          31 March 2009 
 
                                     Continuing and Total   Continuing and Total 
 
                                                     GBP'000                   GBP'000 
 
Operating profit/(loss) 
 
Europe 
 
    Foils                          2,471                      1,753 
 
    Laminates                      2,034                      2,772 
                                  ------------------------ --------------------- 
                                                    4,505     4,525 
 
North America                         (64)                   (276) 
 
Asia Pacific                             (2,363)            (2,612) 
                                  ------------------------ --------------------- 
Segment result                     2,078                    1,637 
 
Central costs                      (1,214)                  (1,543) 
                                  ------------------------ --------------------- 
Total operating profit before 
exceptional items                  864                      94 
                                  ------------------------ --------------------- 
 
 
 Assets 
 
 Europe 
 
     Foils            21,798       22,788 
 
     Laminates        9,480        8,715 
                    ----------   --------- 
                      31,278       31,503 
 
 North America        14,877       16,017 
 
 Asia Pacific         17,106       23,410 
                    ----------   --------- 
 Segment assets       63,261       70,930 
 
 Unallocated          9,419        4,552 
                    ----------   --------- 
                      72,680       75,482 
                    ----------   --------- 
 
 
 
 
 
 
 
3. Exceptional items 
 
                                         Year ended                 Year ended 
                                       31 March 2010         31 March 2009 
 
                                                      GBP'000                  GBP'000 
 
 
 
Exceptional items credited to/(charged 
against) operating profit comprise: 
 
Relocation of China factory            (267)                 6,537 
 
Impairment of property, plant and 
equipment                              (5,083)               - 
 
Impairment of goodwill                 -                     (1,292) 
 
Restructuring of operating businesses  (626)                 (546) 
                                      --------------------- -------------------- 
                                       (5,976)               4,699 
                                      --------------------- -------------------- 
 
Relocation of China factory 
The charge in respect of the current year relates primarily to consultancy 
costs.  Prior year figures comprise a net gain of  GBP7,827,000 on sale of vacated 
land at the old factory location and relocation and restructuring costs of 
 GBP1,290,000 associated with the move. 
 
Impairment of property, plant and equipment 
An impairment charge has been taken in the period accounts in respect of 
manufacturing operations in China. Following the last two years of significant 
losses and based on the forward assumptions for the cash flows of the China 
business, the carrying value of the property plant and equipment could not be 
justified compared to the value in use calculations.  As the fair value less 
costs to sell is in excess of the value in use calculations, the fair value has 
been used.  As a result, the value of property plant and equipment of the China 
business ( GBP14.8m) has been written down by  GBP5.1m at 31 March 2010.  A reduction 
in the minority interest representing 49% of this impairment has also been 
recorded ( GBP2.5m). 
 
Impairment of goodwill 
In the year to 31 March 2009, goodwill associated with the company's investment 
in China was impaired and written down to zero value. 
 
Restructuring of operating businesses 
Restructuring costs comprise redundancy and other costs incurred in in 
rationalising the Group's activities in line with reduced demand, primarily 
within UK and US operations. 
 
 
 4. Finance revenue and finance costs 
 
 
                                                Year ended         Year ended 
                                         31 March 2010             31 March 2009 
 
                                                            GBP'000    GBP'000 
 
Finance revenue 
 
Interest receivable on bank and other 
short term cash deposits                 2                         35 
 
Other interest receivable                38                        - 
 
Gains arising on forward foreign 
currency contracts                       -                         30 
 
Gain on interest rate swap               -                         245 
                                        ------------------------- -------------- 
                                         40                        310 
                                        ------------------------- -------------- 
Finance costs 
 
Interest payable on bank loans and 
overdrafts                               (1,942)                   (2,011) 
 
Other interest payable                   (49)                      (138) 
 
Finance cost in respect of defined 
benefit pension plans                    (1,138)                   (726) 
                                        ------------------------- -------------- 
                                         (3,129)                   (2,875) 
                                        ------------------------- -------------- 
 
 
 
 
 
 
 
5. Taxation 
 
(a) Tax on loss on ordinary activities 
                                   Year ended                 Year ended 
                            31 March 2010              31 March 2009 
 
                                               GBP'000                       GBP'000 
 
Tax (charged)/credited in 
the income statement 
 
 
 
Current income tax 
 
UK Corporation tax - refund 
in respect of prior-years   46                        - 
 
Foreign tax - current year 
charge                      (134)                     (3,442) 
 
                    - 
reversal of prior-year tax 
charge                      3,505                     136 
                           ------------------------- --------------------------- 
Total current income tax 
credit/(charge)             3,417                     (3,306) 
                           ------------------------- --------------------------- 
 
 
Deferred tax 
 
Origination and reversal of 
temporary differences 
 
- defined benefit pension 
plan                        80                        (134) 
 
- tax losses                1,383                     (779) 
 
- capital allowances        1,429                     107 
 
- other short term 
temporary differences       -                         (202) 
                           ------------------------- --------------------------- 
Total deferred tax 
credit/(charge)             2,892                     (1,008) 
                           ------------------------- --------------------------- 
 
 
Tax credit/(charge) in the 
income statement 
(continuing operations)     6,309                     (4,314) 
                           ------------------------- --------------------------- 
 
 
The reversal of prior-year foreign tax charge relates to the Group's subsidiary 
in China. In the year to 31 March 2009, a provision of Rmb 38m was made in 
respect of the profit on sale of surplus property in Shanghai after the 
relocation of operations to a new site.  During the 12 months to 31 March 2010, 
documentation has been received from the Chinese authorities which confirms that 
no specific land taxation is payable in respect of this transaction. 
Accordingly, the provision has been released. 
 
The deferred tax credit largely relates to the UK.  The UK group has now traded 
profitably for the last 2 years and projections indicate that this will continue 
for the foreseeable future.  Accordingly, a deferred tax asset has been 
recognised which represents approximately 3 years' profits at a rate of 28%. 
 
(b) Deferred tax 
The deferred tax included in the balance sheet is as follows: 
 
                                                                     31 March 
                                      31 March 2010           2009 
 
 
 
                                             GBP'000                      GBP'000 
 
Deferred tax liability 
 
Revaluation of fixed assets   (256)                   (256) 
                             ----------------------- ----------------------- 
 
 
Deferred tax asset 
 
Defined benefit pension plans 4,594                   1,983 
 
Tax losses                    1,715                   335 
 
Capital allowances            1,429                   - 
                             ----------------------- ----------------------- 
                              7,738                   2,318 
                             ----------------------- ----------------------- 
 
6. Discontinued operations 
                                                                      Year ended 
                                                                             31 
                                                   Year ended              March 
                                                31 March 2010               2009 
 
                                                         GBP'000               GBP'000 
 
 
 
Profit/(loss) after tax for the period 
from discontinued operations            -                       - 
 
Loss on disposal of discontinued 
operations                              -                       (1,298) 
                                       ----------------------- --------- 
Loss for the period from discontinued 
operations                              -                       (1,298) 
                                       ----------------------- --------- 
 
The loss on disposal of discontinued operations in the prior period relates to 
legal fees incurred in defending a claim for breach of warranties in connection 
with a business disposal made by the Group in 2005.  The claim was settled in 
March 2009. 
 
7. Earnings per ordinary share 
 
Basic earnings per share is calculated by dividing the net profit/(loss) for the 
year attributable to ordinary equity holders of the parent by the weighted 
average number of ordinary shares outstanding during the year. 
 
Diluted earnings per share is calculated by dividing the net profit/(loss) 
attributable to ordinary equity holders of the parent by the weighted average 
number of ordinary shares outstanding during the year plus the weighted average 
number of ordinary shares that would be issued on the conversion of all dilutive 
potential ordinary shares into ordinary shares. 
 
The following reflects the income and share data used in the basic and diluted 
earnings per share computations: 
                                                                      Year ended 
                                                 Year ended             31 March 
                                              31 March 2010                 2009 
 
                                                       GBP'000                 GBP'000 
 
 
 
Net profit/(loss) attributable to 
equity holders of the parent - 
continuing operations                                   124              (2,563) 
 
Loss attributable to equity holders 
of the parent - discontinued 
operations                                                -              (1,298) 
                                     ----------------------- ------------------- 
Net profit/(loss) attributable to 
equity holders of the parent                            124              (3,861) 
                                     ----------------------- ------------------- 
 
 
 
 
                                                                      Year ended 
                                                         Year ended     31 March 
                                                      31 March 2010         2009 
 
                                                                 No   No 
 
Basic weighted average number of ordinary 
shares                                                   70,068,505   70,068,505 
 
Dilutive effect of employee share options                 3,049,008   - 
 
Dilutive effect of warrants                               3,506,336   - 
                                             ----------------------- ----------- 
Diluted weighted average number of shares                76,623,849   70,068,505 
                                             ----------------------- ----------- 
 
The warrants are those issued to Barclays in conjunction with the extension of 
the UK banking facilities. 
 
In 2009, the diluted weighted average number of shares is equivalent to the 
basic weighted average number of shares, as a dilution would reduce the loss per 
share. 
 
There have been no other transactions involving ordinary shares or potential 
ordinary shares between the reporting date and the date of completion of these 
financial statements. 
 
The weighted average number of shares excludes the shares owned by the API Group 
plc No.2 Employee Benefit Trust (58,221; 2009: 58,221). 
 
In the current year the basic and diluted earnings per share are equivalent, 
within one decimal place.  In 2009, the basic and diluted losses per share are 
equivalent as the average number of shares is the same in both cases. 
 
Earnings/(loss) per ordinary share 
                                                                      Year ended 
                                              Year ended                31 March 
                                           31 March 2010                    2009 
 
                                                   pence                  pence 
 
Continuing operations 
 
Basic and diluted earnings/(loss) per 
share                                                0.2                   (3.7) 
 
 
 
Discontinued operations 
 
Basic and diluted earnings/(loss) per 
share                                                  -                   (1.8) 
 
 
 
Total 
 
Basic and diluted earnings/(loss) per 
share                                                0.2                   (5.5) 
 
 
 
8. Financial liabilities 
 
                                                                        31 March 
                                       31 March 2010                        2009 
 
                                                GBP'000                    GBP'000 
 
Current 
 
Bank overdrafts                                1,587                       2,083 
 
Current instalments due on 
bank loans                                     3,679                       3,394 
 
Interest rate swap                               150                         270 
                              ----------------------- -------------------------- 
                                               5,416                       5,747 
                              ----------------------- -------------------------- 
 
 
Non-current 
 
Non-current instalments due on 
bank loans                                    14,302                      11,449 
 
Interest rate swap                               102                          90 
                              ----------------------- -------------------------- 
                                              14,404                      11,539 
                              ----------------------- -------------------------- 
 
In the UK, the Group has taken out an amortising interest rate swap contract on 
borrowings of  GBP5m as at 31 March 2010. This swaps floating rate borrowings at 1 
month LIBOR with a fixed rate of 6.08% until 1 August 2010.  A further interest 
rate swap for a fixed amount of  GBP5m has been taken out for the period 1 August 
2010 until 1 November 2012.  This swaps floating rate borrowings at 1 month 
LIBOR with a fixed rate of 2.96%. 
 
Bank loans 
 
Bank loans comprise the following: 
 
                                                                        31 March 
                                       31 March 2010                        2009 
 
                                                GBP'000                    GBP'000 
 
 
 
Term loans (UK)                               14,372                      12,314 
 
Term loans (China)                             3,380                       2,042 
 
Term loan (US)                                   229                         487 
                              ----------------------- -------------------------- 
                                              17,981                      14,843 
 
Less: current instalments due 
on bank loans                                (3,679)                     (3,394) 
                              ----------------------- -------------------------- 
                                              14,302                      11,449 
                              ----------------------- -------------------------- 
 
The Group's banking facilities comprise: 
 
UK facilities 
Following their renewal in November 2009, UK facilities comprise a term loan of 
 GBP7.0m repayable between October 2010 and July 2013 (2009:  GBP5.5m repayable 
between July 2009 and July 2010) and term loans of  GBP7.4m repayable in July 2013 
(2009:  GBP7.5m repayable in July 2010).  At 31 March 2010,  GBP3.65m (2009:  GBP7.5m) of 
the term loans were denominated in US Dollars.  In addition there is a multi 
option overdraft facility of  GBP3.5m (2009:  GBP5.5m).  Interest cost for the period 
averaged 5.0% (2009: 2.35%) above LIBOR for term loans and 3.8% (2009: 2.35%) 
above Base Rate for overdrafts. 
 
China facilities 
Under a facility of RMB 42.5m, fixed term loans totalling RMB 35m are 
outstanding at 31 March 2010 (2009: RMB 20m).  These loans are all repayable 
within 12 months. The rate of interest is fixed at 4.8%. 
 
US facilities 
At 31 March 2010, US facilities comprised an amortising loan of $0.35m (2009: 
$0.7m) repayable within 12 months and an overdraft facility of $5.0m (2009: 
$5.0m), depending on the level of working capital.  Interest rates for the 
period were 4.0% (2009:0.75%) above prime for the term loan and 3.5% (2009:0.5%) 
above prime for the overdraft.  Since the year-end, the borrowings under these 
facilities have been repaid and replaced with a new facility, comprising a $2.1m 
amortising loan repayable by November 2013 and an overdraft facility of up to 
$5.5m depending on the level of working capital. 
 
In May 2010, following the completion of the US refinancing, $3.75m was 
repatriated to the UK parent company.  These funds have been partly used to 
prepay a portion of the higher margin loans on the main UK bank facilities, 
reducing total Group interest charges going forward and providing increased cash 
and covenant headroom. 
 
9. Deficit on defined benefit pension plans 
 
The Group operates two defined benefit schemes, the API Group Pension and Life 
Assurance Scheme in the UK and the API Foils Inc North American Pension Plan in 
the US.  Both of these schemes are closed to future accrual.  The assets and 
liabilities of the define benefit schemes are as follows: 
 
 
                                                                        31 March 
                                          31 March 2010                   2009 
 
                                                   GBP'000                 GBP'000 
 
United Kingdom 
 
Fair value of scheme assets       68,142                  55,312 
 
Present value of scheme 
liabilities                                    (83,863)                 (61,630) 
                                 ----------------------- ----------------------- 
                                               (15,721)                  (6,318) 
                                 ----------------------- ----------------------- 
 
 
United States 
 
Fair value of scheme assets       1,779                   1,447 
 
Present value of scheme 
liabilities                                     (2,464)                  (2,210) 
 
                                                  (685)                    (763) 
                                 ----------------------- ----------------------- 
Net pension liability                          (16,406)                  (7,081) 
                                 ----------------------- ----------------------- 
 
 
The movements in the net pension liability are as follows: 
 
Fair value of scheme assets 
 
 
 At beginning of year             56,759         66,310 
 
 Expected return on net assets     3,541          4,261 
 
 Employer contributions              406            885 
 
 Contributions by employees            -            336 
 
 Benefits paid                   (3,796)        (3,675) 
 
 Actuarial gains and losses       13,070       (11,825) 
 
 Foreign currency differences       (59)            467 
                               -----------   ----------- 
                                  69,921         56,759 
                               -----------   ----------- 
 
Present value of scheme liabilities 
 
 
 At beginning of year            63,840        69,792 
 
 Current service cost                 -           363 
 
 Contributions by employees           -           336 
 
 Gains on curtailment                 -         (135) 
 
 Interest cost                    4,232         4,441 
 
 Benefits paid                  (3,796)       (3,675) 
 
 Actuarial gains and losses      22,155       (7,899) 
 
 Foreign currency differences     (103)           617 
                              -----------   ---------- 
                                 86,328        63,840 
                              -----------   ---------- 
 
 
 
[HUG#1421265] 
 

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