TIDMMRX

RNS Number : 9277C

Metalrax Group PLC

15 March 2011

15 March 2011

Metalrax Group PLC

Preliminary results for the year ended 31 December 2010

Metalrax Group PLC ("Metalrax", the "Group"), the niche supplier of specialist engineering and consumer durables products, today announces its preliminary results for the year ended 31 December 2010.

Results

 
                               2010       2010            2009            2009 
                         Continuing      Total      Continuing           Total 
                         activities      Group      activities           Group 
                              GBP'm      GBP'm           GBP'm            GBPm 
 External revenues             65.5       65.5            61.2            62.9 
 Gross margins                25.8%      25.8%           23.8%           22.3% 
 Operating 
  profit/(loss) 
  before exceptional 
  items*, goodwill 
  impairment and 
  share option costs            2.3        2.1           (0.2)           (0.6) 
 Profit/(loss) before 
  interest and 
  taxation                      2.1        1.9           (2.7)          (10.6) 
 Profit/(loss) for 
  the year                                 0.3                          (11.5) 
 Basic 
  earnings/(loss) per 
  5p Ordinary share           0.47p      0.29p        ( 2.96p)         (9.62p) 
 Adjusted earnings 
  per 5p Ordinary 
  share                       1.27p      1.09p         (0.90p)         (1.29p) 
 Cash generated from 
  operations                    4.2        4.0             2.0             0.5 
 Net debt                                  8.3                            12.2 
 Gearing (net 
  debt/net assets)                       49.1%                           73.9% 
 Dividends paid per                        nil                             nil 
  5p Ordinary share 
 
 

* Exceptional items (note 3) are items of income and expenditure that, in the judgement of management, should be disclosed separately on the basis that they are material, either by their nature or their size, to the understanding of the financial statements and where not to do so would distort the comparability of financial performance between periods.

Highlights:

-- The full year profit before tax and interest of GBP2.1m (2009: loss GBP2.7m) was ahead of market expectations and reflects a return to profit in the second half of GBP1.6m (compared to an operating profit of GBP0.5m in the first half). The Group has made a profit after taxation for the year of GBP0.3m (2009: loss GBP11.5m).

-- Revenues are up 7.1% to GBP65.5m (2009: GBP61.2m) from continuing activities, reflecting a strong second half performance with revenues up 16% year on year.

-- Gross margins have improved year on year by 2.0% to 25.8% (2009: 23.8%) from continuing activities, mainly arising from manufacturing efficiencies and reduced costs.

-- Cash generation from continuing operations remains strong at GBP4.2m (2009: GBP2.0m).

-- Net debt has been reduced to GBP8.3m (2009: GBP12.2m) at the year- end, as a result of strong cash generation and debt repayments from asset disposals in the year of GBP3.0m. This results in available banking facilities of up to GBP20.2m at 31 December 2010. Deferred consideration on asset disposals of GBP1.0m will also be used to repay bank borrowings.

-- Assets held for resale of GBP2.5m at the year-end represent those properties held for sale in early 2011. The consideration received has also been used to further reduce bank borrowings.

Commenting on the Group's performance Chairman Andrew Walker concluded:

"The board is encouraged by last year's performance and believes that the Group is in a good position to further grow profitability in 2011. The Groups order books have continued to strengthen and should support this year's growth."

For further information, please contact:

 
Metalrax Group PLC : 
-----------------------------------  ------------- 
Andrew Richardson, Chief Executive   0845 030 3300 
-----------------------------------  ------------- 
Arden Partners : 
-----------------------------------  ------------- 
Steve Douglas                        0121 423 8900 
-----------------------------------  ------------- 
Jamie Cameron                        0207 614 5925 
-----------------------------------  ------------- 
 

Chairman's Statement

Return to profitability

Metalrax Group is announcing a profit for the first time since 2006.

The Group has been through a turbulent period since 2006, undertaking significant changes at the same time as battling the adverse economic conditions. It is a testament to the commitment and tenacity of all the employees that the Group delivered profitable revenue growth in 2010. The on-going commitment and support of all our employees is greatly appreciated.

The strategy of being a specialist engineering group within niche markets remains unchanged. The Group now comprises two divisions and has been restructured to focus on markets where their individual specialisms can be best exploited.

Cash generation with the objective of minimising borrowings and reducing gearing is a priority for the Group. In addition to operational cash generation, the sale of non-core assets is a key focus- assisting in borrowings reduction as well as resulting in a 'cleaner' and more focused business. During the year, the Group completed the disposal of Hidrosib, the Romanian subsidiary, sold its Storage business, disposed of a number of vacant properties as well as completing the sale and leaseback of two properties. Post year end a further property has been the subject of a sale and leaseback arrangement. The board believe that reducing the Group's debt is imperative and with that objective embarked on a property sale and leaseback plan despite the longer term lease liabilities The Board believe that the Group can generate better long term returns with the headroom generated by the debt repayment.

Results

The Group's shift in focus from survival to growth in 2010 was rewarded with a positive set of results, increased order books and significant debt reduction from cash generated from operations as well as asset disposals. Revenues from continuing operations were GBP65.5m, 7.1% above 2009. It is worth noting that momentum on sales growth really gathered pace over the year which saw very strong growth of 16% in the second half. Keeping this sales momentum is a key priority for the Group.

For Continuing Operations, the full year operating profit of GBP2.1m exceeded market expectations and reflects a positive swing of GBP4.8m compared to the GBP2.7m loss in 2009. After several years of significant exceptional items, the Board is pleased to announce no exceptional items for 2010. Looking at the Group results (including discontinued operations), operating profit after share option costs for 2010 was GBP1.9m compared to a loss of GBP10.6m in 2009 (which included exceptional costs and goodwill impairment of GBP9.7m).

The Group is reporting a post-tax profit of GBP0.3m (2009: GBP11.5m) resulting in basic earnings per share of 0.29p compared to a basic loss of 9.62p per share in 2009. The Group's strong focus on cash continued with GBP4.0m (2009:GBP0.5m) of cash being generated from operations. Proceeds from the sale of assets generated an additional GBP2.8m in the year. The cash generated from operations as well as non-core asset disposal resulted in a year end net debt position of GBP8.3m compared to the half year of GBP12.7m (December 2009: GBP12.2m).

Dividend

The Group's policy is to make dividend payments that are covered 2.0 to 2.5 times by earnings. There will be no dividend payment in respect of the period ended 31 December 2010.

Board Changes

I joined the board during the year following Stephen Boyd's decision to step down. The board also strengthened its international engineering expertise with the appointment of Gerard Wainwright.

Outlook

Last year's performance was encouraging and the board believes that the Group is in a good position to further grow revenues profitably in 2011. Our order books have shown continued strengthening over 2010 and these should drive this year's growth. Taking this into account the Board expects to meet market expectations in the current year.

Andrew Walker

Chairman

15 March 2011

Chief Executive's Operating and Financial Review

Overview

The return to profitability has been a longer journey than anticipated, but this annual report shows that the Group's Continuing Operations are now in the black. When the new management team took over in 2007,the Metalrax Group was already in severe decline with a number of damagingly loss making businesses. The Group had been paying an uncovered dividend that had weakened its cash position leading to borrowings of GBP19.4m; and that was before the credit crunch, the ensuing financial market uncertainty and economic recession. Over 2008 and 2009, six loss making or non-core businesses were sold and three were closed. The Group has been restructured and refocused. The Group started 2010 in a much leaner shape and this structure is reflected in these financial statements. It has demonstrated profitable growth across the Group; it has continued management's focus on working capital and cash generation; and management have continued to restructure the Group and dispose of non-core assets. Taken together, these actions have resulted in strong cash generation enabling a significant reduction in Group borrowings.

The Board and Executive team are committed to growing Metalrax into a group focused on specialist engineering and consumer durables that delivers superior return on investment and sustainable long-term growth. In 2008 and 2009, survival was the paramount priority. These results show that we have moved on and are now looking forwards, leaving the crisis management phase behind us and now focusing on growing the Group into the success both the Board and the Executive know it can be.

The Group started 2010 highly geared at 74% with net bank borrowings ofGBP14.4m. Strong operational cash generation of GBP4.0m combined with cash generated by asset sales of GBP2.8m enabled us to reduce the bank borrowings by year end to GBP9.8m with a gearing ratio of below 50%. Our banking facilities, agreed in October 2009, are in place for 3 years - a level of commitment that gives us the security to drive our growth strategy. However, the current high levels of debt were a legacy from the Group's difficult 2004 - 2007 period and the Group's future growth would benefit from lower bank debt. As in 2010, our focus on cash generation with the aim of reducing borrowings remains one of the Group's two key priorities for 2011.

Our other key priority also remains unchanged from 2010; profitable sales growth. In our Interim Results for the period ending 4 July 2010,it was disappointing to report a small decline in turnover but at that time we stated that we were encouraged by the double digit growth in our order books. That encouragement was well placed as sales grew in the second half by 16% compared to 2009, giving a total of7.1% growth for the full year. Gross margins across the group were up 2.0% to 25.8% (2009:23.8%) which is a reflection of our drive for higher margin business. We closed our order books at 31 December 2010 52% higher than at the end of 2009 which gives further encouragement that the momentum behind the second half's turnover growth is sustainable. We are working with both divisions to ensure that the key drivers for profitable growth are understood, measured and managed. Strategic customers have been identified where further investment would be beneficial and the divisions are working to ensure that their sharp focus on these customers is maintained and developed.

The Group has undertaken continual change over the past three years and our employees have remained positive and optimistic throughout the difficult times. Our 2010 results are a reflection of the hard work of all those employees. We believe that our employees and all other stakeholders are entitled to excellent leadership. During 2010 we invested in comprehensive leadership development programme which has delivered quantifiable results. This will be continued into 2011.

The return to profit enables us to look to 2011 and beyond with renewed optimism.

2010 Performance

The 2010 results are reported in line with the structure implemented in 2008, which comprises of two divisions: Consumer Durables and Specialist Engineering. There have been no major business disposals in 2010 and therefore all operations are reported as continuing operations.

Specialist Engineering

This division accounted for 64% (2009: 62%) of Group sales at GBP41.5m, an increase of 5.9% over prior year (2009: GBP39.2m). Gross margin at 28.0% increased by 3.8 percentage points compared to 2009. Operating profit before share option costs was GBP3.5m compared to GBP1.6m in 2009.

The division's largest contributor of profit in 2010, Cooper Coated Coil, which coats steel for consumer, automotive, and printing markets, had a strong year with total sales up by 7.8%. This sales growth combined with margin improvement meant that the business grew well. The business's consolidation onto one site was finally completed in January 2010 and the benefit of this combined with earlier investments flowed through into the margin by way of improved efficiencies. Cooper Coated Coil will significantly reduce energy usage in 2011 following the Group's investment in a regenerative thermal oxidiser which will also reduce the business' carbon footprint. The business has been awarded a three year grant by the Carbon Trust to invest in this regenerative thermal oxidiser which uses recycled heat to incinerate particular emissions, thereby keeping the air clean using minimal gas. The implementation of this will be completed in the first quarter of 2011.

Both of the businesses in this division which have exposure to the specialist automotive and off-highway markets, Toolspec and Weston Body Hardware, showed excellent recoveries in 2010 with their core markets strengthening. Both of these businesses capitalised on the recovery in their core markets whilst gaining traction with new customers and / or new markets. They continue to drive for growth in this way.

In this division, PG Lifelink and Premier Architectural, failed to grow sales revenues in the full year and it is interesting to note that they are both late economic cycle businesses that supply products used towards the end of construction projects. Encouragingly both of these businesses are reporting strong and growing order books for 2011. PG LifeLink, our USA-based manufacturer of medical electrical safety equipment, recorded operating profit growth in spite of a downturn in their markets, reflecting their very close management of margin and costs.

Advanced Handling, which manufactures and supplies a range of bespoke handling solutions, has invested in its sales, marketing and technical teams to drive its strategy of growing higher margin bespoke product and service revenues. This included an encouraging order for access platforms for the assembly of Airbus aircraft.

Metalrax Storage, the supplier of storage solutions was heavily impacted by delayed new retail store build / refurbishment programmes by its key customers. The decision was taken to dispose of this business as it was seen as strategically non-core and accordingly it was sold at the end of December 2010.

Consumer Durables

This accounted for 36% of external revenues in 2010 (2009: 35%). Divisional turnover grew by 8.7% to GBP23.8m (2009: GBP21.9m) although gross margin declined 0.7% to 21.9%. However the top line growth with careful overhead management delivered strong divisional operating profit at GBP1.0m (2009: GBP0.3m).

George Wilkinson, manufactures and supplies bakeware, kitchen tools and gadgets, wine racks and bathroom furniture into the retail markets. The business had a strong year with sales growth helped by some important key account gains and good performance on winning promotional business. Increased margin pressure was felt from the large national retailers, with margins also being adversely impacted by factory inefficiencies (which are being addressed) and increased freight costs. The promotional business wins also impact the ratio of margin to sales. The new management team performed well to exceed their budget.

Samuel Groves which supplies both the catering and retail markets grew its top line and returned to profitability after a number of loss making years. The new management team, in place since the beginning of quarter two are making good progress in new account wins, product innovation and development and improving supply chain efficiency.

Current trading and prospects

The current year budgets have been built on the basis that the economies in which the Group operates will broadly be the same as in 2010 and that the divisions will continue to make gains both in existing and new customers. Any economic downturn or high rates of escalation in input prices would be a risk. For both divisions, Sterling's current relative weakness represents firstly improved export opportunities and we continue to seek opportunities in key overseas markets and secondly the opportunity to displace imports which we are exploiting. The board is confident that the Group is in a strong position to grow further this year.

Financial results

The Consolidated Income Statement reports the Revenue and Operating income and expenditure of the Group's continuing businesses under IFRS.

Revenues

Revenues for continuing activities for the year ended 31 December 2010 at GBP65.5m were 7.1 % higher than the prior year (2009: GBP61.2m). Total external revenues for the Group were GBP65.5m (2009: GBP62.9m). Further details of the divisional performances are set out in note 2 of the financial statements.

Operating Profit/loss

The operating profit for continuing businesses before exceptional items, goodwill impairment and share option costs at GBP2.3m (2009 loss: GBP0.2m) was ahead of the market expectations. Operating profit for continuing businesses before net finance costs and taxation were GBP2.1m (2009 loss: GBP2.7m).

Cash generation

The Group has focused on reducing it bank borrowings in 2010, through the disposal of assets and cash generation from the operating businesses, through working capital management and cost control. GBP2.8m of cash was generated on asset and business disposals in the year with a further GBP1.0m of deferred consideration due in 2011 and 2012. Total cash generated from operations was GBP4.0m (2009: GBP0.5m). Of this, GBP4.2m was generated from continuing operations (2009: GBP2.0m). The cash outflow in discontinued activities in 2009 represents the cash cost of reorganisation and the experienced downturn in trade prior to closure or disposal of these businesses.

Exceptional items, goodwill impairment and share option costs

There have been no exceptional items incurred in 2010. In 2009, the Group incurred significant one-off exceptional costs totalling GBP9.1m.

Each year, the Group reviews the carrying value of its goodwill and in 2009 this resulted in an impairment of GBP0.6m, which related to Samuel Groves. There is no impairment in the current year of the remaining GBP7.0m of goodwill.

The IFRS 2 share option charge of GBP0.2m (2009: GBP0.3m) has been disclosed separately on the face of the income statement as this is considered to be a non-trading item.

Net finance costs

Finance costs incurred in the year comprise bank interest of GBP0.9m (2009: GBP0.5m), amortisation of debt issue costs GBP0.7m (2009: GBP0.2m) and the pension finance cost of GBP0.3m (2009: GBP0.3m).

Taxation

The Group is not expecting to pay any UK cash tax in respect of its 2010 trading results. The tax losses arising in prior year have been recognised as a deferred tax asset in 2010, to the extent that these losses are recoverable in future periods.

The effective tax rate of the Group is 81.1% (2009: 18.4%) which is significantly higher than the standard rate of 28.0% (2009: 28.0%). The major reconciling items are due to expenses not deductible and the higher overseas taxation rates.

Earnings/(loss) per share

The basic earnings per share is 0.29p compared with a loss of 9.62p in the previous year.

Dividend and dividend policy

The Group is committed to its dividend policy announced in its 2007 Report and Accounts. This progressive and sustainable policy aims to pay, where appropriate, 40% to 50% of net profit.

The Board does not propose to pay a final dividend for the year, and therefore there has been no dividend in 2010 (2009: nil). The Board believes that this is appropriate given the status of the turnaround plan and is consistent with its stated policy and with its current focus on cash management.

Property, plant & Equipment

The directors have updated the valuation of its commercial properties in 2010, following the formal valuation exercise that was commissioned at the end of 2008. The review has resulted in a further devaluation of our properties of GBP0.8m (2009: GBP2.8m) which has been reflected in the financial statements. All of the GBP0.8m relates to properties that were previously revalued upwards in 2007 and this has been taken against the revaluation reserve.

The Group has invested GBP1.4m (2009: GBP1.0m) in new capital, mainly relating to the finishing line at Cooper Coated Coil (GBP0.5m), the automation of plant at GW International (GBP0.6m) and new tooling at Weston Body hardware (GBP0.1m).

Goodwill & Intangibles

The annual review of goodwill supported the carrying value of goodwill (2009 impairment: GBP0.6m). Of the remaining goodwill at the end of the year of GBP7.0m, GBP2.8m relates to Specialist Engineering and GBP4.2m relates to the Consumer Durables Division.

Gross margins

Gross margins have increased year on year in Specialist Engineering by 3.6% as a result of the focus on product differentiation, improved production efficiencies and further cost reduction programmes.

Gross margins in the Consumer Durables Division have fallen to 21.9% in 2010, as a result of the benefits from the completion of phase 1 and 2 of the automation of the pressing-lines at one operation being offset by higher energy bills and transportation costs.

Overhead reduction

Despite higher carriage and energy costs experienced during 2010, the Group has been committed to reduce overhead spend in the year to 22.7% of sales (2009: 28.3%). As well as improved cost control across the businesses, this includes a reduction in head office operating costs by GBP0.3m year on year, to GBP1.8m in 2010 (2009: GBP2.1m and 2008: GBP3.3m).

Operating margins

Operating margins are stated before exceptional items and therefore year on year improvements have benefitted from overall improvements gross margins. The Group continues to focus on cost management and where appropriate headcount and discretionary spend has been reduced to maintain operating margins.

Operating margins in both Divisions are ahead year on year as a result of the full year impact of cost reduction programmes initiated in 2009.

Working capital

Working capital management has been a sustained focus for the Group during 2010. Good improvements were seen in the Consumer Durables Division where average stock days reduced year on year by a further 5 days to 51 days. Stock days in this Specialist Engineering Division remained flat at 44 days.

Debtor days within the Specialist Engineering Division improved by 12 days to 49 days with improved cash collections processes implemented across the Group. The Consumer Durables Division improved by 6 days to 56 days. There have been no bad debts of note during 2010.

Return of Capital Employed "ROCE"

Year on year improvement in ROCE within both Divisions results from the increased operating margins noted above, and the reduction in assets and working capital. The Group continues to drive towards its target of 15% ROCE.

Pensions

The pension deficit over the year has increased by GBP0.1m. The deficit at 31 December 2010 is GBP4.7m (2009: GBP4.6m). The pension fund concluded its triennial scheme specific valuation as at 1 January 2008 and the Group has agreed a deficit recovery plan and future contributions with the Trustees based on this valuation. The next Triennial valuation will be at 1 January 2011.

Cash flow and Borrowings

Bank borrowings at 31 December 2010 were GBP9.8m (2009 GBP14.4m). Net debt at 31 December 2010 stood at GBP8.3m, compared with GBP12.2m for the previous year. Net debt is after taking into account the GBP1.5m of unamortised debt issues costs (2009: GBP2.2m).

The Group's bank facilities contain certain financial covenant tests relating to Consolidated EBITDA and Consolidated Net Borrowings. The Group reports on these covenants to the providers quarterly as part of the facility agreements. As at the year end, the terms of the facilities, including covenants, were all met.

There is a risk that a further downturn in economic conditions may result in a breach of the banking covenants and therefore the Group's ability to raise additional funding. In setting the financial covenants, the directors have negotiated appropriate levels of EBITDA and cashflow headroom to allow a degree of flexibility during the economic downturn. The Directors have reviewed the Group's borrowing requirements for the next twelve months and the financial covenant tests as set out in the banking facilities, and can confirm that the preparation of the Group Accounts on a going concern basis remains appropriate.

Cautionary note

This review of business operations has been prepared solely to provide additional information to shareholders to allow them to assess the Company's strategies and the potential for those strategies to succeed. It should not be relied on by any other party or for any other purpose.

It contains certain forward-looking statements, made by the directors in good faith based on the information available to them up to the time of their approval of this report. Such statements should be treated with caution due to the inherent uncertainties, including both economic and business risk factors, underlying any such forward-looking information.

A J Richardson

Chief Executive

15 March 2011

Consolidated income statement

Year ended 31 December 2010

 
                                                              2010      2009 
                                  Note                        GBPm      GBPm 
 
 
  Revenue                            2                        65.5      61.2 
  Cost of sales                                             (48.5)    (46.6) 
 
  Gross profit                                                17.0      14.6 
 
  Distribution costs                                         (5.8)     (5.8) 
  Administrative expenses                                    (9.1)    (11.5) 
 
  Operating profit/(loss) before 
   exceptional items, share 
   based payments and goodwill 
   impairment                                                  2.3     (0.2) 
 
  Exceptional items*                 3                           -     (1.6) 
  Share based payments                                       (0.2)     (0.3) 
  Goodwill impairment                                            -     (0.6) 
 
  Operating profit/(loss)                                      2.1     (2.7) 
--------------------------------  ----  -------  -------  --------  -------- 
  Finance expense before debt 
   issue cost amortisation           4                       (1.2)     (0.8) 
  Debt issue cost amortisation       4                       (0.7)     (0.2) 
--------------------------------  ----  -------  -------  --------  -------- 
  Total finance expense              4                       (1.9)     (1.0) 
 
  Profit/(loss) before income 
   tax                                                         0.2     (3.7) 
 
  Income tax credit                  5                         0.4       0.1 
 
Profit/(loss) for the year from 
 continuing operations                                         0.6     (3.6) 
 
  Loss from discontinued 
   activities                                                (0.3)     (7.9) 
 
  Profit/(loss) for the year                                   0.3    (11.5) 
 
  Profit/(loss) for the year 
   attributable to equity 
   holders of the parent                                       0.3    (11.5) 
 
 
  Basic earnings/(loss) per 
   share                             6                       0.29p   (9.62)p 
  Continuing                         6                       0.47p   (2.96)p 
  Discontinued                       6                     (0.18)p   (6.66)p 
 
  Diluted earnings/(loss) per share    6                     0.24p   (9.62)p 
  Continuing                           6                     0.42p   (2.96)p 
  Discontinued                         6                   (0.18)p   (6.66)p 
 
 
 
 
 

* Exceptional items (note 3) are items of income and expenditure that, in the judgement of management, should be disclosed separately on the basis that they are material, either by their nature or their size, to the understanding of the financial statements and where not to do so would distort the comparability of financial performance between years.

Consolidated Statement of comprehensive income

Year ended 31 December 2010

 
                                             2010     2010      2009      2009 
                                            GBP'm    GBP'm     GBP'm     GBP'm 
----------------------------------------  -------  -------  --------  -------- 
  Profit/(loss) for the year                           0.3              (11.5) 
  Loss on property valuation                (0.8)              (2.6) 
  Actuarial gain/(loss) on defined 
   benefit pension scheme Exchange            0.7              (1.4) 
   differences                                  -              (0.4) 
  Tax relating to components of other 
   comprehensive income                       0.2                0.8 
  Other comprehensive income for the 
   year                                                0.1               (3.6) 
  Total comprehensive income for the 
   year, attributed to equity 
   shareholder of the parent                           0.4              (15.1) 
----------------------------------------  -------  -------  --------  -------- 
 
 

Consolidated balance sheet

31 December 2010

 
                                            2010    2009 
                                    Note    GBPm    GBPm 
 
  Assets 
  Goodwill                                   7.0     7.0 
  Other intangible assets                    0.6     0.6 
  Property, plant and equipment             14.5    20.7 
  Deferred tax asset                         0.8       - 
 
  Total non-current assets                  22.9    28.3 
 
  Inventories                                6.7     7.2 
  Trade and other receivables               13.7    12.8 
  Current tax asset                            -     0.2 
  Cash and cash equivalents                  1.5     2.5 
 
  Total current assets                      21.9    22.7 
 
  Assets held for sale                 8     2.5       - 
 
  Total assets                              47.3    51.0 
 
  Liabilities 
  Trade and other payables                  14.6    13.9 
  Provisions                                 0.2     0.2 
  Bank borrowings                            2.1     4.7 
 
  Total current liabilities                 16.9    18.8 
 
  Bank borrowings                            7.7    10.0 
  Provisions                                 1.1     1.1 
  Retirement benefit obligations       9     4.7     4.6 
 
  Total non-current liabilities             13.5    15.7 
 
  Total liabilities                         30.4    34.5 
 
  Net assets                                16.9    16.5 
 
  Equity 
  Share capital (ordinary shares)            6.0     6.0 
  Share premium                              2.7     2.7 
  Capital redemption reserve                 0.3     0.3 
  Revaluation reserve                        3.0     4.2 
  Other reserve                              0.6     0.6 
  Retained earnings                          4.3     2.7 
 
  Total equity attributable 
   to owners of the parent                  16.9    16.5 
 
 

The consolidated financial statements of Metalrax Group PLC, registered number 793639, were approved by the Board of Directors on 15 March 2011 and were signed on its behalf by:

AJ Richardson

15 March 2011

Cash flow statement

31 December 2010

 
                                                               Group 
                                                             2010    2009 
                                                             GBPm    GBPm 
 
  Loss before tax (including discontinued)                  (0.1)  (11.6) 
  Finance cost                                                1.9     1.0 
  Depreciation                                                1.6     1.8 
Impairment losses                                               -     8.9 
  (Profit)/loss on disposal of assets                       (0.1)       - 
  Share-based payment expense                                 0.2     0.3 
  Exchange losses                                               -     0.6 
  Decrease in inventories                                     0.1     3.6 
  Decrease/(increase) in trade and other receivables        (1.2)     5.2 
  (Decrease)/increase in trade and other payables             1.0   (8.7) 
  Decrease in provisions                                        -   (0.5) 
  Other non-cash movements                                    0.6   (0.1) 
 
  Cash generated from operations                              4.0     0.5 
  Interest paid                                             (0.9)   (0.5) 
  Income Tax paid                                               -   (0.5) 
 
  Net cash generated from/(used in) operating activities      3.1   (0.5) 
 
  Investing activities 
  Purchase of property, plant and equipment                 (1.3)   (1.0) 
  Proceeds from sales of property, plant and equipment        2.4     1.6 
  Sales of businesses                                         0.4     0.2 
 
  Net cash generated from investing activities                1.5     0.8 
 
  Financing activities 
  Repayment of bank loans                                   (3.0)  (11.4) 
  New bank loans raised                                         -    19.1 
  Debt issue costs                                              -   (2.2) 
  (Decrease)/increase in bank borrowings                    (2.6)   (3.3) 
 
  Net cash (used in)/from financing activities              (5.6)     2.2 
 
  Net (decrease)/increase in cash and cash equivalents      (1.0)     2.5 
 
  Non-cash changes - amortisation of debt issue costs       (0.7)   (0.2) 
  New bank loans                                                -  (19.1) 
  Reduction/(increase) in borrowings                          2.6     3.3 
  Debt issue costs                                              -     2.4 
  Repayment of bank borrowings                                3.0    11.4 
 
  Movement in net debt in the year                            3.9     0.3 
  Net debt at start of year                                (12.2)  (12.5) 
 
  Net debt at end of year                                   (8.3)  (12.2) 
 
 

Consolidated statement of changes in equity

 
                              Share                           Capital 
                     Share  Premium  Revaluation    Other  Redemption  Retained 
                   Capital  Account      Reserve  Reserve     Reserve  Earnings  Total 
  2010               GBP'm    GBP'm        GBP'm    GBP'm       GBP'm     GBP'm  GBP'm 
-----------------  -------  -------  -----------  -------  ----------  --------  ----- 
 
  Profit for the 
   year                  -        -            -        -           -       0.3    0.3 
  Impairment on 
   property 
   revaluations          -        -        (0.8)        -           -         -  (0.8) 
Realised on 
 property 
 disposals               -        -        (0.6)        -           -       0.6      - 
Actuarial gain on 
 defined benefit 
 pension schemes         -        -            -        -           -       0.7    0.7 
  Tax relating to 
   components of 
   other 
   comprehensive 
   income                -        -          0.2        -           -         -    0.2 
-----------------  -------  -------  -----------  -------  ----------  --------  ----- 
  Total 
   comprehensive 
   income for the 
   year                  -        -        (1.2)        -           -       1.6    0.4 
  Credit to 
  equity for 
  equity-settled 
  share option 
  costs                  -        -            -        -           -         -      - 
  Balance at 1 
   January 2010        6.0      2.7          4.2      0.6         0.3       2.7   16.5 
-----------------  -------  -------  -----------  -------  ----------  --------  ----- 
  Balance at 31 
   December 2010       6.0      2.7          3.0      0.6         0.3       4.3   16.9 
-----------------  -------  -------  -----------  -------  ----------  --------  ----- 
 
 
                              Share                           Capital 
                     Share  Premium  Revaluation    Other  Redemption  Retained 
                   Capital  Account      Reserve  Reserve     Reserve  Earnings   Total 
  2009               GBP'm    GBP'm        GBP'm    GBP'm       GBP'm     GBP'm   GBP'm 
-----------------  -------  -------  -----------  -------  ----------  --------  ------ 
 
  Loss for the 
   year                  -        -            -        -           -    (11.5)  (11.5) 
Losses on 
 property 
 revaluation             -        -        (2.6)        -           -         -   (2.6) 
  Exchange 
   differences           -        -            -        -           -     (0.4)   (0.4) 
  Actuarial loss 
   on defined 
   benefit 
   pension 
   schemes               -        -            -        -           -     (1.4)   (1.4) 
  Tax relating to 
   components of 
   other 
   comprehensive 
   income                -        -          0.3        -           -       0.5     0.8 
-----------------  -------  -------  -----------  -------  ----------  --------  ------ 
  Total 
   comprehensive 
   income for the 
   year                  -        -        (2.3)        -           -    (12.8)  (15.1) 
  Transfer 
   between 
   reserves              -        -          0.2        -           -     (0.2)       - 
  Credit to 
   equity for 
   equity-settled 
   share option 
   costs                 -        -            -      0.4           -         -     0.4 
  Balance at 1 
   January 2009        6.0      2.7          6.3      0.2         0.3      15.7    31.2 
-----------------  -------  -------  -----------  -------  ----------  --------  ------ 
  Balance at 31 
   December 2009       6.0      2.7          4.2      0.6         0.3       2.7    16.5 
-----------------  -------  -------  -----------  -------  ----------  --------  ------ 
 

Notes

1 Basis of preparation

Metalrax Group PLC (the "Company") is a public limited company incorporated in the United Kingdom under the Companies Act 2006. This preliminary announcement is an extract from the consolidated financial statements of the Company for the year ended 31 December 2010 and comprise the Company and its subsidiaries (together referred to as the "Group"). The consolidated financial statements were authorised for issuance on 15 March 2011. The Group financial statements have been prepared and approved by the Directors in accordance with International Financial Reporting Standards and interpretations adopted for use by the EU ("IFRS"), and these parts of the Companies Act 2006 applicable to companies reporting under IFRS.

The financial statements have been prepared on the historical cost basis except that freehold and long leasehold properties and assets classified as held for sale are held at fair value. The preparation of financial statements in conformity with IFRSs requires management to make judgements, estimates and assumptions that affect the application of policies and reported amounts of assets and liabilities, income and expenses. The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis of making the judgements about carrying values of assets and liabilities that are not readily apparent from other sources.

The financial information set out below does not constitute the Company's statutory accounts for the years ended 31 December 2009 or 2010 within the meaning of Section 434 of the Companies Act2006, but is derived from those accounts. Statutory accounts for 2009 have been delivered to the Registrar of Companies and those for 2010 will be delivered following the company's Annual General Meeting. The auditors' reports on the statutory accounts for the years ended 31 December 2009and 31 December 2010 were unqualified and do not contain statements under s498(2) or (3) Companies Act 2006.

While the financial information included in this preliminary announcement has been prepared in accordance with the recognition and measurement criteria of International Financial Reporting Standards (IFRSs), this announcement does not itself contain sufficient information to comply with IFRSs. The Company will publish its full financial statements for the year ended 31 December 2010 by 28 April 2011, which will be available on the Company's website at www.metalraxgroup.co.uk and at the Company's registered office at Ardath Road, Kings Norton, Birmingham, B38 9PN. The Annual General Meeting will be held on Tuesday 24 May 2011.

The Group's principal accounting policies as set out in the Annual Report have been applied consistently.

2 Segmental reporting

IFRS 8 requires operating segments to be identified on the basis of internal reports about components of the Group that are regularly reviewed by the Chief Executive to allocate resources to the segments and to assess their performance.

The accounting policies of the reportable segments are the same as the Group's accounting policies described in note 1. Segment profit represents the profit earned by each segment without allocation of central administration costs including directors' salaries, investment revenue and finance costs, and income tax expense. This is the measure reported to the Group's Chief Executive for the purpose of resource allocation and assessment of segment performance.

The Group has two divisions - Consumer Durables and Specialist Engineering. The principal activities of the two divisions are as follows;

-- Specialist Engineering - a variety of precision manufacturing activities that incorporate value adding technology for unique applications in the medical, specialist metal coating and premium automotive sectors.

-- Consumer Durables - manufactures and markets bakeware and associated ranges of kitchen accessories to both the retail and commercial markets in the UK and abroad.

Revenue represents amounts derived from the sale of specialist products which fall within the Group's ordinary activities after deduction of trade discounts and value added tax. Intra-Group sales are charged at prevailing market prices and mostly originate from the Specialist Engineering segment.

The primary segment is based on the activities and markets to which the individual operating business units serve and an analysis of external revenue and operating profit/(loss) are shown below:

Year ended 31 December 2010

 
                              Continuing businesses 
                 ---------------------------------------------- 
                                           Unallocated 
                   Specialist   Consumer       Central    Total   Discontinued   Total 
                  Engineering   Durables         Costs    Group     businesses   Group 
                         2010       2010          2010     2010           2010    2010 
                         GBPm       GBPm          GBPm     GBPm           GBPm    GBPm 
 Total revenues          46.4       23.9           0.2     70.5              -    70.5 
 Inter-group 
  revenues              (4.9)      (0.1)             -    (5.0)              -   (5.0) 
 
 Revenue from 
  external 
  customers              41.5       23.8           0.2     65.5              -    65.5 
 
 Gross profit            11.7        5.2           0.1     17.0          (0.1)    16.9 
 Gross margin 
  (%)                   28.0%      21.9%         58.7%    25.9%              -   25.8% 
---------------  ------------  ---------  ------------  -------  -------------  ------ 
 Operating 
  profit/(loss) 
  before share 
  options 
  costs                   3.4        1.0         (2.1)      2.3          (0.2)     2.1 
 Share option 
  costs                     -          -         (0.2)    (0.2)              -   (0.2) 
 
 Operating 
  profit/(loss)           3.4        1.0         (2.3)      2.1          (0.2)     1.9 
 
 Net finance 
  expense                                                 (1.9)          (0.1)   (2.0) 
 
 Profit/(loss) 
  before 
  taxation                                                  0.2          (0.3)   (0.1) 
 Taxation 
  credit                                                    0.4              -     0.4 
 
 Profit after 
  taxation                                                  0.6          (0.3)     0.3 
 
 

Other segmental information

 
                             Continuing businesses 
                ---------------------------------------------- 
                                          Unallocated 
                  Specialist   Consumer       Central    Total   Discontinued    Total 
                 Engineering   Durables         Costs    Group     Businesses    Group 
                        2010       2010          2010     2010           2010     2010 
                        GBPm       GBPm          GBPm     GBPm           GBPm     GBPm 
 Capital 
  expenditure            0.8        0.6             -      1.4              -      1.4 
 
 Depreciation            0.9        0.5           0.2      1.6              -      1.6 
 Amortisation              -          -             -        -              -        - 
 Impairment 
  losses                 0.4          -           0.4      0.8              -      0.8 
 
 Balance sheet 
 Segment 
  assets                17.8       14.1          11.3     43.2            1.8     45.0 
 
 Unallocated 
  assets                                                                           2.3 
 Segment 
  liabilities          (8.8)      (4.7)         (1.6)   (15.1)          (1.8)   (15.9) 
 
 Unallocated 
  liabilities                                                                   (14.5) 
 
 Net assets              9.0        9.4           9.7     29.1          (0.2)     16.9 
 
 

Year ended 31 December 2009

 
                              Continuing businesses 
                 ---------------------------------------------- 
                                           Unallocated 
                   Specialist   Consumer       Central    Total   Discontinued    Total 
                  Engineering   Durables         Costs    Group     businesses    Group 
                         2009       2009          2009     2009           2009     2009 
                         GBPm       GBPm          GBPm     GBPm           GBPm     GBPm 
 
 Total revenues          43.3       22.0           0.2     65.5            2.1     67.6 
 Inter-group 
  revenues              (4.1)      (0.1)         (0.1)    (4.3)          (0.4)    (4.7) 
 
 Revenue from 
  external 
  customers              39.2       21.9           0.1     61.2            1.7     62.9 
 
 Gross profit             9.5        5.0           0.1     14.6          (0.5)     14.1 
 Gross margin 
  (%)                   24.2%      22.6%        100.0%    23.8%        (29.4)%    22.3% 
---------------  ------------  ---------  ------------  -------  -------------  ------- 
 Operating 
  profit/(loss) 
  before 
  exceptional 
  items, share 
  options costs 
  and goodwill 
  impairment              1.6        0.3         (2.1)    (0.2)          (0.4)    (0.6) 
 
 Exceptional 
  items (note 
  3) Share 
  options               (0.4)      (0.4)         (0.8)    (1.6)          (7.5)    (9.1) 
 Share option 
  costs                     -          -         (0.3)    (0.3)              -    (0.3) 
 Goodwill 
  impairment                -      (0.6)             -    (0.6)              -    (0.6) 
 
 Operating 
  profit/(loss)           1.2      (0.7)         (3.2)    (2.7)          (7.9)   (10.6) 
 
 Net finance 
  expense                                                 (1.0)              -    (1.0) 
 
 Loss before 
  taxation                                                (3.7)          (7.9)   (11.6) 
 Taxation 
  credit                                                    0.1              -      0.1 
 
 Loss after 
  taxation                                                (3.6)          (7.9)   (11.5) 
 
 

Other segmental information

 
                             Continuing businesses 
                ---------------------------------------------- 
                                          Unallocated 
                  Specialist   Consumer       Central    Total   Discontinued    Total 
                 Engineering   Durables         Costs    Group     businesses    Group 
                        2009       2009          2009     2009           2009     2009 
                        GBPm       GBPm          GBPm     GBPm           GBPm     GBPm 
 
 Capital 
  expenditure            0.6        0.4             -      1.0              -      1.0 
 
 Depreciation            1.0        0.5           0.3      1.8              -      1.8 
 Amortisation              -          -             -        -              -        - 
 Impairment 
  losses                   -        0.8           0.3      1.1            7.8      8.9 
 
 Balance sheet 
 Segment 
  assets                25.1       17.1           4.3     46.5            1.8     48.3 
 
 Unallocated 
  assets                                                                           2.7 
 Segment 
  liabilities          (7.8)      (3.0)         (2.3)   (13.1)          (2.1)   (15.2) 
 
 Unallocated 
  liabilities                                                                   (19.3) 
 
 Net assets             17.3       14.1           2.0     33.4          (0.3)     16.5 
 
 

Segmental analysis by geographical activity

An analysis of the Group's revenue is as follows:

 
                    Continuing   Discontinued             2010        Continuing   Discontinued             2009 
                         GBP'm          GBP'm             GBPm             GBP'm          GBP'm             GBPm 
  United 
   Kingdom                38.0              -             38.0              37.4            1.0             38.4 
  Rest of 
   Europe                 16.5              -             16.5              16.0            0.5             16.5 
  North 
   America                 7.8              -              7.8               4.5            0.2              4.7 
  Rest of 
   World                   3.2              -              3.2               3.3              -              3.3 
------------  ----------------  -------------  ---------------  ----------------  -------------  --------------- 
  Revenue 
   from 
   external 
   customers              65.5              -             65.5              61.2            1.7             62.9 
------------  ----------------  -------------  ---------------  ----------------  -------------  --------------- 
 

3. Exceptional items

Exceptional items are items of income and expenditure that, in the judgement of management, should be disclosed separately on the basis that they are material, either by their nature or their size, to the understanding of the financial statements and where not to do so would distort the comparability of financial performance between years. Items which have been considered appropriate to disclose as exceptional include: profits and losses on the disposal of non-current assets; restructuring and reorganisation costs including profits or losses on the disposal of businesses; onerous leases; and significant impairments of other current assets.

There were no exceptional items in 2010 (2009: GBP9.1m).

 
                            Continuing  Discontinued    2010  Continuing  Discontinued    2009 
                                 GBP'm         GBP'm    GBPm       GBP'm         GBP'm    GBPm 
 
     Reorganisation and 
      restructuring costs            -             -       -         1.0             -     1.0 
     Provision for 
      Romanian losses and 
      asset impairment               -             -       -           -           6.4     6.4 
     Impairment of assets            -             -       -         0.1           0.9     1.0 
     Onerous lease costs             -             -       -           -           0.2     0.2 
     Property devaluation            -             -       -         0.5             -     0.5 
 
     Total exceptional 
      items before 
      taxation                       -             -       -         1.6           7.5     9.1 
 
     Total cash 
      exceptional items              -             -       -         1.0           0.6     1.6 
 
 
 

The tax effect of exceptional items in the year is a tax credit of GBPnil (2009: GBP0.2m).

4. Finance income and expense

 
                                           2010   2009 
                                           GBPm   GBPm 
 
  Interest income received on overpaid 
   taxation                                   -      - 
 
  Net finance cost of defined benefit 
   pension scheme                         (0.3)  (0.4) 
  Interest on bank loans and overdrafts   (0.9)  (0.4) 
  Amortisation of debt issue costs        (0.7)  (0.2) 
 
  Total finance expenses                  (1.9)  (1.0) 
 
  Net finance expenses                    (1.9)  (1.0) 
 
 

5. Income Tax credit

 
                                                2010    2009 
                                                GBPm    GBPm 
  Current tax: 
  UK corporation tax                               -       - 
  Adjustments in respect of prior years            -   (0.2) 
 
                                                   -   (0.2) 
 
  Overseas taxation                              0.2     0.2 
 
  Current tax charge                             0.2       - 
 
  Deferred tax: 
  Current year                                 (0.6)   (0.3) 
  Adjustments in respect of prior years            -     0.2 
 
  Income tax credit                            (0.4)   (0.1) 
 
  Factors affecting the tax credit for the 
   year 
  Loss before tax                              (0.1)  (11.7) 
 
  Tax on ordinary activities at 28.0% (2009: 
   28.0%)                                          -   (3.3) 
 
  Effects of: 
  Expenses not deductible for tax purposes       0.2     0.8 
  Losses (recognised)/ not recognised          (0.7)     2.3 
  Overseas taxation                              0.1     0.1 
 
  Tax credit                                   (0.4)   (0.1) 
 
 

Taxation for other jurisdictions is calculated at the rates prevailing in the respective jurisdictions.

A number of changes to the UK Corporation Tax system were announced in the 2010 Budget Report which have been enacted in the 2010 Finance Act. The impact of these is not considered to be material to the future tax charge in the UK. Further changes were announced in the UK Government's Emergency Budget on 22 June 2010. This included a reduction in the main corporation tax rate from the current 28% to 24% comprising a 1% per annum reduction over the course of a four year period commencing from 1 April 2011. In addition, the rates of capital allowances on assets in the main and special pools are expected to fall from 20% to 18% and from 10% to 8% respectively from 1 April 2012.

6. Earnings per share

The basic and diluted earnings per share are calculated using the profit attributable to equity holders of the parent. The adjusted earnings per share uses this figure adjusted by the post-tax exceptional and other charges.

 
                                          2010             2010             2009             2009 
                                    Continuing            Total       Continuing            Total 
                                          GBPm             GBPm             GBPm             GBPm 
 
  Profit/(loss) for the year               0.6              0.3            (3.6)           (11.5) 
  Add back exceptional items                 -                -              1.6              9.1 
  Add back share option 
   charge                                  0.2              0.2              0.3              0.3 
  Add back goodwill 
   impairment                                -                -              0.6              0.6 
  Add back debt cost 
   amortisation                            0.7              0.7              0.2              0.2 
 
  Adjusted earnings/(loss) 
   after tax                               1.5              1.2            (0.9)            (1.3) 
 
           Basic 
            earnings/(loss) 
            per ordinary 
            share (pence per 
            share)                        0.47             0.29           (2.96)           (9.62) 
                               ---------------  ---------------  ---------------  --------------- 
           Diluted 
            earnings/(loss) 
            per ordinary 
            share (pence per 
            share)                        0.42             0.24           (2.96)           (9.62) 
 
           Adjusted basic 
            earnings/(loss) 
            per ordinary 
            share (pence per 
            share)                        1.27             1.09           (0.90)           (1.29) 
 
 

Diluted earnings per share needs to be disclosed when a Company could be called upon to issue shares that would decrease net profit or increase net loss per share.

The weighted average number of shares used in the calculation of the basic earnings/(loss) per share and the adjusted earnings per share is 119,897,298 (2009: 119,897,298).

7. Dividends

 
                                                2010   2009 
                                                GBPm   GBPm 
 
  Final dividend for 2009 of nil pence (2008:      -      - 
   final nil pence) 
  Interim dividend for 2010 of nil pence           -      - 
   (2009: interim nil pence) 
 
  Total equity dividends paid                      -      - 
 
 

Proposed dividends

The Directors recommend that no final dividend be paid and a resolution to this effect will be proposed at the Annual General Meeting to be held on 24 May 2011. Therefore the total dividend for the year amounts to GBPnil (2009: GBPnil).

8. Assets held for sale

The value of assets held for sale at 31 December 2010 is GBP2.5m (2009: GBPnil). These relate to properties that were being actively marketed and GBP1.7m was sold in early 2011.

9. Pensions

Defined benefit plans

The major assumptions used by the actuary are below:

 
                                                          2010   2009 
                                                         %p.a.  %p.a. 
 
           Inflation                                       3.3    3.4 
           Rate of increase in salaries                    n/a    3.9 
           Pension increases, subject to LPI               3.3    3.4 
           Discount rate                                   5.4    5.7 
           Return on plan assets 
           Equities                                        7.7    8.0 
           Property                                        7.7    8.0 
           Bonds                                           4.6    4.9 
           Other                                           4.2    4.5 
           Group pension contract                          5.1    5.2 
 
 

.

The amounts included in the balance sheet arising from the Group's and company's obligations in respect of defined benefit schemes are as follows:

 
                                                     Group 
                                                   2010    2009 
                                                   GBPm    GBPm 
 
           Total market value of assets             8.6    10.5 
           Present value of scheme liabilities   (13.3)  (15.1) 
 
           Gross pension liability                (4.7)   (4.6) 
           Deferred tax asset                       1.3     1.3 
 
           Net pension liability                  (3.4)   (3.3) 
 
 

10. Post Balance sheet events

The Group disposed of three properties for GBP1.7m after the balance sheet date. There was GBPnil profit on disposal. The consideration received has been used to repay GBP1.7m of the bank senior loan.

11. Annual report

Copies of the Annual Report will be posted to Shareholders by Thursday28 April 2011 and will be available from the same date to the public on the Company's website (www.metalraxgroup.co.uk) or from Metalrax Group PLC, Ardath Road, Kings Norton, B39 9PN.

This information is provided by RNS

The company news service from the London Stock Exchange

END

FR LLFFTVSISLIL

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