RNS Number:4066A
Centurion Electronics PLC
27 March 2006
Embargoed until: 07.00 Monday 27 March 2006
CENTURION ELECTRONICS PLC
AUDITED RESULTS FOR THE YEAR ENDED 30 SEPTEMBER 2005
Centurion Electronics plc ("Centurion" or the "Company"), the UK provider of
in-car audio-visual entertainment, is pleased to announce its audited results
for the year ended 30 September 2005.
Results:
The Company set out its preliminary announcement of unaudited results for the
year to 30 September 2005 in the announcement and Circular to shareholders on 17
February 2006.
Following approval of each of the resolutions at the EGM on 13 March 2006, and
the successful completion of the #2.5m placing and #1.0m Convertible Loan Note
issue, Ernst and Young have concluded their audit of results to 30 September
2005 which has resulted in certain adjustments to the statement of 17 February
2006. In particular, cost of sales were #215,128 higher than previously stated
giving rise to a gross loss, after exceptional cost of sales, of #2,462,635.
Administrative expenses have also been restated at #6,345,343 against #6,143,342
as set out in the Circular.
Following these adjustments the stated net current liabilities as at 30
September 2005 have been increased by #464,772 to #2,810,579.
Refinancing:
The refinancing proposals were approved at the EGM on 13 March 2006, following
which Centurion now has no borrowings other than the #1.0m Convertible Loan
Note.
Ernst Kastner, Chairman of Centurion, commented: "We have now completed the
refocusing and refinancing and the Board believes that the Company is well
positioned to return to profitability, although the Directors anticipate that
the Company is not likely to report a profit for the first half of the current
financial year to 31 March 2006. Significant progress in expanding the
automotive business beyond the existing client base has been made. I anticipate
that further progress will be announced during 2006."
For further information please contact:
Mike Harrison Russell Cook Jeremy Carey/Claire Melly
Finance Director Charles Stanley Securities Tavistock Communications
Centurion Electronics Tel: 020 7953 2000 Tel: 020 7920 3150
Tel: 01707 330550
Chairman's statement
Introduction
We announced on 17 February 2006 that Centurion had secured sufficient funding
to restructure the Company's debts and other obligations, and to provide
sufficient working capital for at least the next twelve months. The resolutions
necessary to affect these measures were approved at the EGM held on 13 March.
Details of the restructuring were set out in a circular issued to shareholders
on 17 February (the "Circular").
As foreshadowed in the interim statement, and the subsequent trading statements,
the disappointing results for the year to 30 September 2005 were due primarily
to previously announced issues over management of the supply chain and our
planned withdrawal as a supplier to high street retailers in the UK and mainland
Europe. This withdrawal has now been completed and as a result we have no
further exposure to the high street.
However, these disappointing results mask the positive performance achieved by
the automotive division, which has exceeded budgets and traded profitably during
the second half of the year under review.
With the restructuring and refinancing of the business now completed the Board
is confident that the Company is well positioned to return to profitability in
the second half of the current financial year and we look forward to reporting a
significant improvement during 2006.
Results
The company set out its preliminary announcement of unaudited results for the
year to 30 September 2005 in the Circular and announcement to shareholders on 17
February 2006. Following approval of each of the resolutions at the EGM on 13
March 2006, Ernst and Young have concluded their audit of results to 30
September 2005 which has resulted in certain adjustments to the statement of 17
February 2006. In particular, cost of sales were #215,128 higher than previously
stated giving rise to a gross loss, after exceptional cost of sales, of
#2,462,635. Administrative expenses have also been restated at #6,345,343
against #6,143,342 as set out in the Circular.
Following these adjustments the stated net current liabilities as at 30
September 2005 have been increased by #464,772 to #2,810,579.
Turnover for the year was #14.0 million (2004: #15.7 million). This resulted in
an operating loss, before exceptional costs and expenses, interest and taxation
of #2.1 million (2004: profit #1.7 million restated). The loss before taxation
was #9.5 million (2004: profit #2.0 million restated). Loss per share, before
exceptional items, was 8.7p (2004: earnings per share 4.2p restated).
As set out in the Circular, exceptional charges amounted to some #6.7 million in
aggregate the largest item being a #5.9 million stock write-down resulting from
issues in the supply chain management and stock purchase which were referred to
in the interim statement. A further #0.8 million related to one-off costs
incurred as part of the restructuring of the Company together with a loss on
disposal of fixed assets.
Dividend
The Directors are not recommending a dividend for the year (2004: 1.1p per
share).
OEM
We continue to develop our relationships with car manufacturers and our
customers include Toyota, Kia, and Renault.
Sales from the OEM division showed an improvement over the previous year with
our products being supplied to new models including the Lexus IS 200 and the
Toyota Rav 4.
In addition, in early October we announced we had been selected to develop and
supply a unique product to Renault's accessories division. Known as the
integrated i-Pod holder, the product allows consumers to fit their own i-Pods
into an in-vehicle mounting holder, in much the same way as mobile phones are
fitted. The product has been completely designed and engineered in-house by
Centurion and a strategic partner and will be launched initially across four
vehicles: Modus, Clio, Espace and Laguna with a further roll-out across the
entire range. Sales of the system will be across Europe and available via
Renault dealerships as an accessory.
Retail
As we have announced previously Centurion has withdrawn from supplying the high
street retailers and other specialist retailers in order to focus on its core
OEM customers.
Supply Chain
We have introduced new rigorous controls and systems which will ensure that
stock levels remain at a level which will properly satisfy the requirements of
our customers. We are confident that the systems and other measures we have
implemented over the last year will help to avoid the Company facing the funding
pressures that it incurred in the last twelve months.
Board Changes
Due to the difficulties the Company has faced, we instigated significant senior
management changes during the course of the year. As reported in the interim
statement, the Company has been strengthened by the appointment of Chris Rhodes
as Chief Executive, who joined in October 2004. Mike Harrison joined as Finance
Director in January 2005 and Keith Davis was appointed Supply Chain Director in
March 2005. In addition, Iwan Rees joined the Company as Sales Director in
January 2006 and will be appointed to the Board in due course. John Bell,
Operations Director, resigned in November 2004 and Amanda Thorneycroft resigned
as Finance Director in January 2005. These resignations were followed by those
of Alistair Powell, Product Development Director in April 2005 and Matt Savill,
Sales and Marketing Director in June 2005. Brian Hendon announced that he would
be resigning from the Board upon the successful implementation of the
restructuring which received the necessary approvals at the EGM on 13 March 2006
and I have now taken over the role of Non-executive Chairman.
Refinancing
The Board announced details of a refinancing on 17 February 2006 and this was
set out in the Circular sent to Shareholders on the same day. The Company
announced that it had raised #2.5m (after expenses), through a placing of 510
million new Ordinary Shares at a placing price of 0.5p per share, and a further
#1.0m through the issue of a 7.5% Convertible Loan Note.
The Board also announced the terms of an agreement with its principal lender,
Portimao, under which the total debt owed of #3.6m, plus accrued interest, was
partially repaid through a #2.0m cash payment and #0.6m debt for equity swap for
120 million new Ordinary Shares at the Placing Price per share of 0.5p. The
balance of the debt owed by the Company of #1m, plus all accrued interest to the
date of repayment was written off by its principal lender.
The refinancing proposals were approved at the EGM on 13 March 2006, following
which Centurion now has no borrowings other than the #1.0m Convertible Loan
Note.
Outlook
We have now completed the refocusing and refinancing and the Board believes that
the Company is well positioned to return to profitability, although the
Directors anticipate that the Company is not likely to report a profit for the
first half of the current financial year to 31 March 2006. Significant progress
in expanding the automotive business beyond the existing client base has been
made. I anticipate that further progress will be announced during 2006.
Ernst Kastner
Chairman
CENTURION ELECTRONICS PLC
Profit and loss account for the year ended 30 September 2005
2005 2005 2005 2004 As 2004 As 2004 As
Continuing Exceptional* Continuing restated* restated* restated*
operations (Continuing) operations Continuing Exceptional* Continuing
before after operations (Continuing) operations
exceptional exceptional before after
items items exceptional exceptional
items items
# # # # # #
Turnover 14,006,539 - 14,006,539 15,744,431 - 15,744,431
Cost of sales (10,549,208) (5,919,966) (16,469,174) (10,727,377) - (10,727,377)
--------------------------------------------------------------------------------------
Gross (Loss)/Profit 3,457,331 (5,919,966) (2,462,635) 5,017,054 - 5,017,054
Administrative expenses (5,561,386) (783,957) (6,345,343) (3,351,423) - (3,351,423)
Other operating income - - - 470,000 470,000
--------------------------------------------------------------------------------------
Operating (loss)/ profit (2,104,055) (6,703,923) (8,807,978) 1,665,631 470,000 2,135,631
Loss on disposal of fixed assets - (47,643) (47,643) - - -
Interest payable and similar
charges (659,767) - (659,767) (174,946) - (174,946)
--------------------------------------------------------------------------------------
(Loss)/profit on ordinary
activities before taxation (2,763,822) (6,751,566) (9,515,388) 1,490,685 470,000 1,960,685
Taxation on (loss)/ profit
on ordinary activities 619,096 - 619,096 (493,898) (64,860) (558,758)
--------------------------------------------------------------------------------------
(Loss)/profit on ordinary
activities after taxation (2,144,726) (6,751,566) (8,896,292) 996,787 405,140 1,401,927
Dividends - - - (266,359) - (266,359)
--------------------------------------------------------------------------------------
Retained (loss)/ profit for the
financial period (2,144,726) (6,751,566) (8,896,292) 730,428 405,140 1,135,568
======================================================================================
Earnings/(loss) per share
Basic (8.70p) (27.39p) (36.09p) 4.20p 1.71p 5.91p
Diluted (8.70p) (27.39p) (36.09p) 4.09p 1.66p 5.75p
* Further details of exceptional items and prior period restatements are
disclosed in note 2. All amounts relate to continuing activities
CENTURION ELECTRONICS PLC
Statement of total recognised gains and losses for the year ending 30 September
2005
Restated
2005 2004
# #
(Loss)/profit for the financial year (8,896,292) 1,401,927
--------------------------------------------
Total recognised gains and losses relating to the year (8,896,292) 1,401,927
----------------------
Prior year adjustment (as explained in note 3) (256,681)
----------------------
Total gains and losses recognised since last annual report (9,152,973)
----------------------
CENTURION ELECTRONICS PLC
Balance sheet at 30 September 2005
2005 2005 2004 2004
as as
restated restated
# # # #
Fixed assets
Tangible assets 853,264 833,369
Current assets
Stocks 2,135,476 4,706,099
Debtors 1,969,493 8,297,246
Cash at bank and in hand 682,936 2,863,896
-------------- --------------
4,787,905 15,867,241
Creditors: amounts falling due
within one year (7,598,484) (9,796,168)
-------------- --------------
Net current (liabilities)/assets (2,810,579) 6,071,073
-------------- --------------
Total assets less current liabilities (1,957,315) 6,904,442
Creditors: amounts falling due
after more than one year (100,534) (193,365)
Provisions for liabilities and charges - (52,634)
-------------- --------------
(100,534) (245,999)
(2,057,849) 6,658,443
============== ==============
Capital and reserves
Called up share capital 221,481 220,881
Share premium account 7,731,879 4,552,479
Capital redemption reserve 130,000 130,000
Profit and loss account (7,141,209) 1,755,083
-------------- --------------
Shareholders' funds - Equity (2,057,849) 6,658,443
============== ==============
The financial statements were approved by the Board on 24 March 2006.
M Harrison
Director
CENTURION ELECTRONICS PLC
Cash flow statement for the year ended 30 September 2005
2005 2005 2004 2004
as as
restated restated
# # # #
Net cash inflow/(outflow) from operating activities 768,371 (4,276,725)
Returns on investments and servicing of finance
Interest paid (659,767) (174,946)
-------------- --------------
Net cash outflow from returns on investments
and servicing of finance (659,767) (174,946)
Taxation
UK corporation tax paid (170) (261,208)
Capital expenditure and financial investment
Payments to acquire tangible fixed assets (297,883) (271,046)
Receipts from sales of tangible fixed assets 53,141 -
-------------- --------------
(244,742) (271,046)
Equity dividends paid (272,959) (184,078)
-------------- --------------
Cash outflow before financing (409,267) (5,168,003)
Financing
Short term loans (paid)/advanced (740,418) 2,076,060
Bank loans paid (45,333) (25,000)
Bank loans received - 50,833
Capital element of finance lease
rental payments (76,105) (62,114)
Share issues (net of expenses) - 1,173,701
Share options exercised 180,000 31,500
-------------- --------------
(681,856) 3,244,980
-------------- --------------
(Decrease)/increase in cash (1,091,123) (1,923,023)
============== ==============
CENTURION ELECTRONICS PLC
Notes forming part of the financial statements for the year ended 30 September
2005
1 Basis of preparation
The financial information set out in this preliminary announcement has been
prepared on the same basis as the accounting policies used in the Company's 2004
statutory accounts.
The information shown for the years ended 30 September 2005 and 30 September
2004 does not constitute statutory accounts within the meaning of S240 of the
Companies Act 1985 and has been extracted from the full accounts for the years
ended 30 September 2005 and 30 September 2004 respectively.
The reports of the auditors on those accounts were unqualified and did not
contain a statement under either S237(2) or S237(3) of the Companies Act 1985.
The accounts for the year ended 30 September 2004 have been filed with the
Registrar of Companies. The accounts for the year ended 30 September 2005 will
be delivered to the Registrar of Companies in due course.
The financial statements have been prepared under the historical cost convention
and are in accordance with applicable accounting standards.
Fundamental accounting concept
At 30 September 2005 the company had net current liabilities of #2,810,579 and
net liabilities of #2,057,849. On 13 March 2006, new funds were raised by an
equity placing; further details are provided in note 8. The directors have
produced forecast cash flows to 30 September 2007 which indicate that the
company can continue as a going concern and meet its liabilities as they fall
due.
The forecast assumes no revenue from the specialist market and that the sales
pattern of the OEM market follows that demonstrated in the year-ended 30
September 2005. In particular, the sales revenue is dependent upon the OEM
customers drawing down product in line with their existing forecasts for the
period.
The directors believe that the forecast cash flows are achievable and therefore
believe it is appropriate to prepare the accounts on the going concern basis.
The financial statements do not include any adjustment to the balance sheet
tangible fixed assets or provision for future liabilities which would result
should the going concern not be appropriate.
However, the audit opinion for the accounts for the year-ended 30 September 2005
will incorporate a fundamental uncertainty paragraph stating that the
preparation of the financial statements on a going concern basis is dependent on
the Company managing its operations to achieve sufficient cash flows through
meeting its sales forecasts as detailed above. The auditors' opinion is not
qualified in this respect.
2 Operating (loss)/profit and restatement
Restated
This is arrived at after charging/(crediting) 2005 2004
# #
Depreciation of tangible fixed assets 246,006 179,914
Remuneration to former auditors' - audit services 16,211 32,611
Auditors' remuneration - audit services 38,918 -
Auditors' remuneration - non audit services 35,200 -
Exceptional items (see below) 6,703,923 (470,000)
Operating leases - other than plant and machinery 152,388 132,346
============================================================================================= ===============
Exceptional Items
Included in cost of sales for the year ended 30 September 2005 is an exceptional
charge of #5,919,966 (2004 #nil). Of this #5,772,440 relates to a stock write
down for obsolescence and valuation considerations resulting from issues in the
supply chain management and stock purchase, categorisation and net realisable
value procedures. #147,526 relates to under declared duty as a result of the
issues in the supply chain management. A further #783,957 (2004 #nil) is
included in administrative expenses and relates to compensation costs paid to
outgoing directors as well as consultants' costs and redundancy payments. An
amount of #47,643 relates to the loss on disposal of a number of motor vehicles
which were sold at less than their net book value.
The cash flow implications relating to the exceptional items during the year
totalled #4,390,855.
The exceptional credit of #470,000 for the year ended 30 September 2004 relates
to insurance proceeds from the policies held on Steven Cunningham which were
paid out on his death. The taxation payable on this amounted to #64,860.
Prior year restatements
The profit and loss account for the year-ended 30 September 2004 has been
restated as a result of the supply chain review highlighting a fundamental error
in a duty calculation for a specific product. The effect of this error on the
comparatives is that net assets have been reduced by #256,681 and operating
profit has been reduced by #366,687, taxation has been affected by #110,006. Had
this error not occurred, current year net assets would have been higher by
#256,681. The operating loss in the current year is unaffected.
The cash flow for the year-ended 30 September 2004 has been restated as a result
of the incorrect inclusion of Invoice discounting facilities in 'Other
creditors' in previous years. As a result operating cash flow as previously
reported has increased from an outflow of #1,202,590 to #4,276,725.
3 Interest payable and similar charges
2005 2004
# #
Invoice discounting charges 211,031 100,524
Bank loan and overdraft interest 439,156 66,115
Finance lease interest 9,580 8,307
-------------- --------------
659,767 174,946
============== ==============
4 Taxation on (loss)/profit on ordinary activities
Restated
2005 2004
# #
Current tax
UK corporation tax on profits of the year (567,223) 566,039
Adjustment in respect of previous years 761 -
-------------- --------------
Deferred tax
Origination and reversal of timing difference (52,634) (6,749)
Adjustment in respect of previous years - (532)
-------------- --------------
Tax (credit)/charge on (loss)/profit on ordinary activities (619,096) 558,758
============== ==============
The tax assessed for the year is different from the standard rate of corporation
tax in the UK of 30% (2004: 30%). The differences are reconciled below:
Restated
2005 2004
# #
(Loss)/profit on ordinary activities before taxation (9,515,388) 1,960,685
============== ==============
(Loss)/profit on ordinary activities at the standard rate of
corporation tax in the UK of 0% (2004 : 30%) (2,854,616) 588,206
Effects of:
Expenses not deductible for tax purposes 7,536 (28,917)
Depreciation in excess of capital allowances 6,107 (8,250)
Adjustment to tax charge in respect of previous years 761 -
Unrelieved tax losses carried forward 2,237,750 -
Other timing differences 36,000 15,000
-------------- --------------
Current tax charge for year (566,462) 566,039
-------------- --------------
5 Dividends
2005 2004
# #
Ordinary shares of 0.1p each - Proposed 0.0p (2004 1.1p) per share - 266,359
============== ==============
6 (Loss)/earnings per share
Earnings per ordinary share have been calculated using the weighted average
number of shares in issue during the relevant financial years. These take into
account the issue of 350,000 ordinary shares on 21 December 2004 and the issue
of 250,000 ordinary shares on 2 February 2005.
The weighted average number of equity shares in issue for the basic earnings per
share calculation is 24,651,824 (2004: 23,726,817) and the earnings, being
(losses)/profits after tax, are (#8,896,292) (2004: #1,401,927).
The numerator for the diluted earnings per share disclosure is the same as the
basic earnings per share numerator.
The denominator for the diluted earnings per share disclosure is as follows:
2005 2004
Basic earnings per share denominator ordinary shares of 0.1pence 24,651,824 23,726,817
Dilutive effect of company share option schemes - 665,565
-------------- --------------
Diluted earnings per share denominator 24,651,824 24,392,382
============== ==============
Earnings per share excluding exceptional items
The directors have also disclosed, for clarity, both basic and fully diluted
earnings per share disclosures excluding exceptional items. For the purposes of
these ratios the denominators are no different to those as set out above. The
numerators for these additional ratios are (#2,144,726) (2004: #996,787) and
have been calculated as the earnings, being (losses)/profits after tax, less
exceptional items (see note 2) for each year respectively. The effects of the
exceptional items are shown in the table below.
2005 # 2005 2005 2004 # 2004 2004
Total Weighted Per Total Weighted Per
Earnings average no Share Earnings average no Share
of shares of shares
Basic EPS (8,896,292) 24,651,824 (36.09p) 1,401,927 23,726,817 5.91p
Dilutive effect of share options - - - - 665,565 -
------------------------------------------------------------------------------------
Diluted EPS (8,896,292) 24,651,824 (36.09p) 1,401,927 24,392,382 5.75p
------------------------------------------------------------------------------------
Basic EPS (as above) (8,896,292) 24,651,824 (36.09p) 1,401,927 23,726,817 5.91p
Effect of stock write down 5,772,440 - 23.41p - - -
Effect of under declared duty 147,526 - 0.60p - - -
Effect of compensation
to directors for loss of office 783,957 - 3.19p - - -
Effect of loss on disposal of
fixed assets 47,643 - 0.19p - - -
------------------------------------------------------------------------------------
Effect of key man insurance
proceeds - - - (470,000) - (1.98p)
------------------------------------------------------------------------------------
Effect of taxation on
exceptional item - - - 64,860 - 0.27p
------------------------------------------------------------------------------------
Basic EPS excluding
exceptional items (2,144,726) 24,651,824 (8.70p) 996,787 23,726,817 4.20p
====================================================================================
Diluted EPS excluding
exceptional items (2,144,726) 24,651,824 (8.70p) 996,787 24,392,382 4.09p
====================================================================================
7 Reconciliation of movements in shareholders' funds
Restated
2005 2004
# #
(Loss)/profit on ordinary activities after taxation for the year (8,896,292) 1,401,927
Dividends - (266,359)
-------------- --------------
(8,896,292) 1,135,568
Nominal value of share capital issued 600 1,205
Premium arising on share issue (net of expenses) 179,400 1,203,996
-------------- --------------
Net (deduction)/addition to shareholders' fund (8,716,292) 2,340,769
Opening shareholders' funds (originally #6,915,124
before deducting prior year adjustments of #256,681) (8,716,292) 4,317,674
-------------- --------------
Closing shareholders' (deficit)/funds (2,057,849) 6,658,443
============== ==============
8 Post Balance sheet event
On 13 March 2006 the company announced that it had restructured its existing
debt and raised additional working capital finance.
#2.5million (after expenses) has been raised by the issue of 510 million
ordinary shares at 0.5p and by the issue of #1.0million of 7.5% convertible loan
notes.
As part of the restructuring bank debt of #3.6 million has in effect been
settled by the payment of #2million and the issue of 120 million ordinary shares
in respect of #600,000 of debt. The balance of the debt of #1 million has been
forgiven.
The #1.0 million convertible loan notes were issued to Ravensworth
(International) Limited a company of which Ernst Kastner is a consultant.
Further working capital is provided by the balance of the proceeds of the issue
of the ordinary shares and the provision of a further working capital facility
of #250,000 by Ravensworth (International) Limited.
9 Reconciliation of operating profit to net cash outflow from operating
activities
2005 2004
As restated
# #
Operating (loss)/profit (8,807,978) 2,135,631
Depreciation 246,006 179,914
Decrease/(increase) in stocks 2,570,623 (2,443,939)
Decrease/(increase) in debtors 6,335,359 (5,642,836)
Increase in creditors 424,361 1,494,505
-------------- --------------
Net cash outflow from operating activities 768,371 (4,276,725)
============== ==============
10 Reconciliation of net cash inflow to movement in net funds/(debt)
Restated Restated
2005 2005 2004 2004
# # # #
(Decrease)/increase in cash in the year (1,091,123) (1,923,023)
Cash outflow/(inflow) from changes in debt and lease financing 861,856 (2,039,779)
-------------- --------------
Change in net debt resulting from cash flows (229,267) (3,962,802)
-------------- --------------
New finance leases (68,802) (146,890)
Movement in net debt in the year (298,069) (4,109,692)
Net (debt)/funds at start of year (4,240,340) 130,648
-------------- --------------
Net debt at end of year (4,538,408) (4,240,340)
============== ==============
11 Analysis of net debt
Restated
At Other At
1 October Cash non-cash 30 September
2004 flow changes 2005
# # # #
Cash in hand and at bank 2,863,896 (2,180,961) - 682,936
Bank Overdrafts - (2,444,581) - (2,444,581)
Invoicing discounting facility (3,972,734) 3,534,419 - (438,315)
------------ ------------ ------------ ------------
(1,108,838) (1,091,123) - (2,199,960)
Debt due after 1 year (86,750) 45,333 - (41,417)
Debt due within 1 year (2,869,154) 740,418 - (2,128,736)
Obligations under finance leases (175,598) 76,105 (68,802) (168,295)
------------ ------------ ------------ ------------
Total (4,240,340) (229,267) (68,802) (4,538,408)
============ ============ ============ ============
12 Copies of this announcement are available from the Company's offices at
Satellite House, City Park, Welwyn Garden City, Herts. AL7 1LY
This information is provided by RNS
The company news service from the London Stock Exchange
END
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