- Part 2: For the preceeding part double click ID
6.6 0.2 5.0
Total non-current assets 119.0 137.3 120.6
Current assets
Inventories 165.3 183.3 194.3
Financial assets - 0.6 -
Trade and other receivables 123.6 137.9 128.8
Cash and cash equivalents 7 31.7 34.6 39.6
Total current assets 320.6 356.4 362.7
LIABILITIES
Current liabilities
Financial liabilities 7 (40.1) (11.1) (5.1)
Trade and other payables (100.2) (100.2) (94.5)
Current tax payable (25.4) (23.1) (17.4)
Total current liabilities (165.7) (134.4) (117.0)
Net current assets 154.9 222.0 245.7
Non-current liabilities
Financial liabilities 7 (256.3) (310.5) (330.4)
Retirement and other post-employment benefits (48.5) (20.3) (35.3)
Deferred tax liabilities (1.8) (23.0) (6.2)
Total non-current liabilities (306.6) (353.8) (371.9)
NET (LIABILITIES)/ASSETS (32.7) 5.5 (5.6)
EQUITY
Ordinary shares 18.3 18.3 18.3
Equity element of preference shares 10.4 10.4 10.4
Share premium 23.8 23.8 23.8
Capital redemption reserve 4.4 4.4 4.4
Hedging reserve - 0.6 (3.7)
Cumulative translation reserve 11.2 (0.9) 15.3
Retained earnings (100.8) (51.1) (74.1)
TOTAL EQUITY (32.7) 5.5 (5.6)
Consolidated Statement of changes in Equity
For the third quarter and nine months ended 1st November 2009
2009/10 2008/9 2008/9
Nine Nine Full
months months year
unaudited unaudited audited
£m £m £m
Total equity at beginning of period (5.6) 20.1 20.1
Profit for the period 25.0 42.7 51.7
Other comprehensive (expense)/income (17.9) (27.9) (42.2)
Derivative financial instruments 3.7 3.5 (0.8)
Transactions with owners:
Ordinary dividends paid (34.0) (34.0) (34.0)
Ordinary shares issued - 0.9 0.9
Purchase of ordinary shares 9 (5.0) (2.9) (2.9)
Purchase of preference shares:
- reduction in equity element - (4.8) (4.8)
- gain arising on equity element - 4.8 4.8
- deferred tax - 0.8 0.8
Share-based payments 1.1 2.3 0.8
Total transactions with owners (37.9) (32.9) (34.4)
Total equity at end of period (32.7) 5.5 (5.6)
The accompanying notes form an integral part of this unaudited condensed
consolidated financial information.
Condensed Consolidated Statement of Cash Flows
For the third quarter and nine months ended 1st November 2009
2009/10 2008/9 2009/10 2008/9 2008/9
Third Third Nine Nine Full
quarter quarter months months year
unaudited unaudited unaudited unaudited audited
Notes £m £m £m £m £m
Cash flows from operating activities
Operating profit from continuing operations 15.6 22.1 49.7 68.3 85.4
Restructuring/pension changes:
- net income statement impact 2.8 - 1.3 - 3.4
- cash impact (2.1) - (5.7) - (2.0)
Non-cash impact of restructuring/pension changes 0.7 - (4.4) - 1.4
Depreciation and amortisation 5.1 4.4 14.8 13.0 18.0
Changes in working capital 5.0 (3.4) 16.6 (9.6) 2.7
Additional pension scheme funding (UK defined benefit plan) (0.5) (0.7) (1.7) (2.2) (2.9)
Other non-cash movements 1.1 - 3.0 0.4 (2.3)
Total cash generated from operations 27.0 22.4 78.0 69.9 102.3
Interest received 0.1 0.1 0.3 0.5 0.7
Interest paid (1.3) (1.5) (7.8) (7.4) (12.4)
Dividends paid on preference shares - - (1.8) (1.8) (3.5)
Taxation paid (5.1) (7.0) (6.4) (18.0) (21.9)
Net cash generated from operating activities 20.7 14.0 62.3 43.2 65.2
Cash flows from investing activities
Acquisition of business 2 (6.1) - (6.1) - (1.1)
Disposal of business - - - 0.7 0.7
Proceeds from sale of property, plant and equipment - - - 3.3 3.3
Purchase of property, plant and equipment (0.8) (1.0) (2.7) (3.9) (7.0)
Purchase of intangible assets (computer software) (1.7) (2.4) (5.4) (7.1) (9.1)
Net cash used in investing activities (8.6) (3.4) (14.2) (7.0) (13.2)
Cash flows from financing activities
Issue of ordinary shares - 0.5 - 0.9 0.9
Purchase of ordinary shares 9 - (0.1) (5.0) (2.9) (2.9)
Purchase of preference shares - (0.5) - (23.6) (23.6)
New bank loans 7.2 - 144.1 26.7 29.5
Repayment of bank loans - (7.3) (158.7) (7.3) (22.8)
Dividends paid to ordinary shareholders (15.1) (15.2) (34.0) (34.0) (34.0)
Net cash used in financing activities (7.9) (22.6) (53.6) (40.2) (52.9)
Net increase/(decrease) in cash, cash equivalents and bank
overdrafts 4.2 (12.0) (5.5) (4.0) (0.9)
Cash, cash equivalents and bank overdrafts
at beginning of period 27.3 45.8 39.0 37.6 37.6
Exchange gains/(losses) 0.2 0.8 (1.8) 1.0 2.3
Cash, cash equivalents and bank overdrafts at end of period 31.7 34.6 31.7 34.6 39.0
Reconciliation of net financial liabilities
Net financial liabilities at beginning of period (295.9) (254.1) (254.1)
Net decrease in cash, cash equivalents and bank overdrafts (5.5) (4.0) (0.9)
Decrease/(increase) in debt 14.6 (19.4) (6.7)
Decrease in preference shares - 27.4 27.4
Premium on redemption of preference shares (0.6) (0.6) (0.9)
Derivative financial instruments 4.4 3.5 (1.5)
Exchange movement 18.3 (39.2) (59.2)
Net financial liabilities at end of period 7 (264.7) (286.4) (295.9)
The accompanying notes form an integral part of this unaudited condensed
consolidated financial information.
Notes
1 Basis of preparation
The unaudited condensed consolidated financial information in this report has
been prepared in accordance with International Financial Reporting Standards
(IFRSs) and applying the accounting policies disclosed in the Group's 2009
Annual Report and Accounts on pages 81 to 85, except as described below.
The following new standards and amendments to standards are mandatory for the
first time for financial years beginning on or after 1 January 2009, and have
been adopted by the Group effective from 2 February 2009.
IAS 1 (revised), `Presentation of financial statements'. The revised standard
brings new disclosure requirements regarding `non-owner changes in equity' and
'owner changes in equity', which are now required to be shown separately.
Under this revised guidance the Group has elected to continue to present two
performance statements: an income statement and a statement of comprehensive
income (previously the 'Statement of Recognised Income and Expense'). These
financial statements have been prepared under the revised disclosure
requirements. The requirements under the revised standard have not had a
significant impact on the Group's financial statements.
IFRS 8, `Operating segments' (replacing IAS 14, `Segment reporting'): IFRS 8
requires a `management approach' under which segment information is presented
on the same basis as that used for internal reporting purposes. This has not
affected the financial results of the Group, but has resulted in a change to
the Group's segmental disclosures. The previous two divisions within the
Marketing and Distribution Division (MDD) have been split in to three
divisions with CPC (previously in MDD Europe and Asia Pacific) and MCM
(previously in MDD Americas) now both categorised as "Other Distribution
Businesses". Comparatives have been re-presented accordingly.
This condensed consolidated financial information does not comprise statutory
accounts within the meaning of Section 434 of the Companies Act 2006.
Statutory accounts for the financial year ended 1st February 2009, were
approved by the Board of Directors on 17th April 2009, and delivered to the
Registrar of Companies. The report of the auditors on those accounts was
unqualified and did not contain any statement under Section 237 of the
Companies Act 1985. Copies of the Company's Annual Report and Accounts are
available from Premier Farnell plc, 150 Armley Road, Leeds, LS12 2QQ, England,
or from the Company's website at www.premierfarnell.com.
2 Acquisition
On 23rd September 2009, the Group acquired the entire issued share capital of
CadSoft Computer GmbH, a leading German-based developer and supplier of
specialist computer aided design (CAD) software for design engineers, together
with the business of Cadsoft Computer Inc., in the US.
This transaction has been accounted for by the purchase method of accounting.
The consideration and provisional fair values of the net assets acquired were
as follows:
Fair value
Book value adjustments Fair value
£m £m £m
Intangible assets - 5.3 5.3
Property, plant and
equipment 0.1 - 0.1
Trade and other
receivables 0.1 - 0.1
Trade and other payables (0.2) - (0.2)
Cash and cash equivalents 0.2 - 0.2
0.2 5.3 5.5
Goodwill 2.8
Total cash consideration
(including deferred consideration
of £1.9m and costs of £0.2m) 8.3
Net cash outflow arising
on acquisition comprises:
Cash condsideration at
date of acquisition
(including costs) 6.3
Cash and cash equivalents
acquired (0.2)
6.1
Intangible assets of £5.3m comprise the software licence, database and brand
and are being amortised over periods of between 4 and 15 years. Goodwill is
attributable to the future profitability of the acquired business.
Deferred consideration of £1.9m is dependent on the performance of the
acquired business over the next three years. Both the trading results of
CadSoft for the period since acquisition, and also for the period since the
start of the financial year had the acquisition taken place on that date, are
not material to the Group's results.
3 Segment information (unaudited)
2009/10
Third quarter 2008/9
Before Restructuring After Third
restructuring (note 4) restructuring quarter
(re-presented)
£m £m £m £m
Revenue
Marketing and Distribution Division
Americas 78.1 - 78.1 90.5
Europe and Asia Pacific 79.3 - 79.3 74.7
Other Distribution Businesses 23.4 - 23.4 23.0
Total Marketing and Distribution Division 180.8 - 180.8 188.2
Industrial Products Division 19.0 - 19.0 20.9
199.8 - 199.8 209.1
Operating profit
Marketing and Distribution Division
Americas 3.1 (2.8) 0.3 9.1
Europe and Asia Pacific 12.4 - 12.4 9.5
Other Distribution Businesses 2.4 - 2.4 2.3
Total Marketing and Distribution Division 17.9 (2.8) 15.1 20.9
Industrial Products Division 3.4 - 3.4 4.2
Head Office costs (2.9) - (2.9) (3.0)
18.4 (2.8) 15.6 22.1
2009/10
Nine months
Before Restructuring/ After 2008/9
restructuring/ pension restructuring/ Nine
pension changes pension months
changes (note 4) changes (re-presented)
£m £m £m £m
Revenue
Marketing and Distribution Division
Americas 231.2 - 231.2 250.7
Europe and Asia Pacific 230.7 - 230.7 232.0
Other Distribution Businesses 67.4 - 67.4 64.6
Total Marketing and Distribution Division 529.3 - 529.3 547.3
Industrial Products Division 58.5 - 58.5 56.9
587.8 - 587.8 604.2
Operating profit
Marketing and Distribution Division
Americas 7.4 0.3 7.7 23.8
Europe and Asia Pacific 34.2 (2.9) 31.3 34.9
Other Distribution Businesses 6.8 0.3 7.1 7.3
Total Marketing and Distribution Division 48.4 (2.3) 46.1 66.0
Industrial Products Division 10.4 1.0 11.4 11.1
Head Office costs (7.8) - (7.8) (8.8)
51.0 (1.3) 49.7 68.3
2008/9
Full year
Before After
restructuring Restructuring restructuring
costs costs - note 4 costs
(re-presented) (re-presented) (re-presented)
£m £m £m
Revenue
Marketing and Distribution Division
Americas 335.5 - 335.5
Europe and Asia Pacific 303.8 - 303.8
Other Distribution Businesses 87.8 - 87.8
Total Marketing and Distribution Division 727.1 - 727.1
Industrial Products Division 77.3 - 77.3
804.4 - 804.4
Operating profit
Marketing and Distribution Division
Americas 31.2 (0.9) 30.3
Europe and Asia Pacific 44.8 (1.8) 43.0
Other Distribution Businesses 9.7 (0.2) 9.5
Total Marketing and Distribution Division 85.7 (2.9) 82.8
Industrial Products Division 14.3 (0.2) 14.1
Head Office costs (11.2) (0.3) (11.5)
88.8 (3.4) 85.4
Segmental information has been re-presented to reflect the adoption of IFRS 8
(note 1).
The segments shown above are the segments for which summary management account
information is presented to the Board which is deemed to be the Group's chief
operating decision maker.
4 Profit before taxation
Profit before taxation is stated after the following:
2009/10 2008/9 2009/10 2008/9 2008/9
Third Third Nine Nine Full
quarter quarter months months year
unaudited unaudited unaudited unaudited audited
£m £m £m £m £m
One-off (charges)/credits:
- restructuring costs (2.8) - (7.6) - (3.4)
- net one-off income from pension changes - - 6.3 - -
(2.8) - (1.3) - (3.4)
Charge for share-based payments (0.6) (0.7) (1.1) (2.3) (0.8)
(Charge)/income for defined benefit pension schemes (0.7) 0.6 (2.9) 1.6 2.2
As noted in its year end results announcement on 19th March 2009, the Group
has taken further action during the first nine months to restructure its
branch network in North America and to rationalise its structure in Europe.
The one-off cost related to this restructuring in the first nine months was
£7.6 million of which £2.8 million was incurred in the third quarter.
The impact of the prior year end valuations on the Group's defined benefit
pension plans have resulted in a net charge to underlying operating profit in
the first nine months of £2.9 million, compared to net income of £1.6 million
in the first nine months of 2008/9. This reflects primarily the decline in the
market value of investments of the US Pension Plan during 2008/9. This year
the Group has reduced further its exposure to the equity markets in its North
American plan. In addition, on 31st July 2009, the Group's North American
pension plans were closed to further accrual of defined benefit obligations,
with members being transferred to a money purchase plan. This resulted in a
net one-off accounting gain in the second quarter of £6.3 million.
Due to their significance, restructuring costs and the net one-off income from
pension changes have been disclosed separately on the face of the income
statement.
5 Taxation
The taxation charge represents an effective tax rate for the period on profit
before tax, preference dividends and gain on purchase of preference shares of
29.0% (2008/9: 29.0%), being the estimated effective rate of taxation for the
financial year ending 31 January 2010.
6 Earnings per share
Basic earnings per share is calculated by dividing the profit attributable to
ordinary shareholders for the period by the weighted average number of
ordinary shares in issue during the period, excluding those shares held by the
Premier Farnell Executive Trust. For diluted earnings per share, the weighted
average number of ordinary shares in issue is adjusted to assume issue of all
dilutive potential ordinary shares, being those share options and awards with
a non-market based performance condition granted to employees where the
exercise price is less than the average market price of the Company's ordinary
shares during the period, and those shares with a market based performance
condition based on the current estimate of the number of shares that will vest
under the performance criteria.
Reconciliations of earnings and the weighted average number of ordinary shares
used in the calculations are set out below.
2009/10 2008/9
Nine months (unaudited) Nine months (unaudited)
Basic per Diluted per Basic per Diluted per
Earnings share amount share amount Earnings share amount share amount
£m pence pence £m pence pence
Earnings per share
Profit attributable to
ordinary shareholders 25.0 6.9 6.9 42.7 11.8 11.6
Gain on purchase of
preference shares - - - (3.7) (1.0) (1.0)
Restructuring costs 7.6 2.1 2.1 - - -
Tax attributable
to restructuring costs (2.5) (0.7) (0.7) - - -
Net one-off income from
pension changes (6.3) (1.7) (1.7) - - -
Tax attributable to net one-off
income from pension changes 2.4 0.7 0.6 - - -
Profit attributable to ordinary
shareholders before
gain on purchase of
preference shares, restructuring
costs and one-off income from
pension changes 26.2 7.3 7.2 39.0 10.8 10.6
Number Number
Weighted average number
of shares 360,859,252 362,422,882
Dilutive effect of
share options 2,735,739 4,526,866
Diluted weighted average number
of shares 363,594,991 366,949,748
2008/9
Full Year (audited)
Basic per Diluted per
Earnings share amount share amount
£m pence pence
Earnings per share
Profit attributable to
ordinary shareholders 51.7 14.3 14.2
Gain on purchase of
preference shares (3.7) (1.0) (1.0)
Restructuring costs 3.4 0.9 0.9
Tax attributable
to restructuring costs (1.0) (0.3) (0.3)
Profit attributable to ordinary
shareholders before gain on purchase of
preference shares and excluding
restructuring costs 50.4 13.9 13.8
Number
Weighted average number of shares 362,412,369
Dilutive effect of share options 2,678,546
Diluted weighted average number of shares 365,090,915
Earnings per share before the gain on purchase of preference shares and excluding restructuring
costs and one-off pension changes have been provided in order to facilitate year on year comparison.
7 Net financial liabilities
1st November 2nd November 1st February
2009 2008 2009
unaudited unaudited audited
£m £m £m
Cash and cash equivalents 31.7 34.6 39.6
Unsecured loans and overdrafts (236.4) (262.0) (271.7)
Net financial liabilities before
preference shares and derivatives (204.7) (227.4) (232.1)
Preference shares (60.0) (59.1) (59.4)
Derivative financial instruments (net) - 0.1 (4.4)
Net financial liabilities (264.7) (286.4) (295.9)
Net financial liabilities are analysed
in the balance sheet as follows:
Current assets
Cash and cash equivalents 31.7 34.6 39.6
Derivative financial instruments - 0.6 -
31.7 35.2 39.6
Current liabilities
Bank overdrafts - - (0.6)
5.3% US dollar Guaranteed Senior Notes
payable 2010 (40.0) - -
Other loans (0.1) (10.6) (0.1)
Derivative financial instruments - (0.5) (4.4)
(40.1) (11.1) (5.1)
Non-current liabilities
Bank loans (95.6) (107.4) (109.8)
5.3% US dollar Guaranteed Senior Notes
payable 2010 - (41.0) (45.8)
5.9% US dollar Guaranteed Senior Notes
payable 2013 (96.4) (98.8) (110.4)
Other loans (4.3) (4.2) (5.0)
Preference shares (60.0) (59.1) (59.4)
(256.3) (310.5) (330.4)
The Group has £150 million syndicate bank facilities agreed at the end of the
last quarter, which expire in January 2013, and a further £20 million bank
facility which expires in May 2012. Based on these new bank facilities of £170
million, the Group's headroom on bank borrowings at the end of the nine months
to 1st November was £72 million.
8 Post-retirement benefits
An actuarial loss of £21.5 million (£13.8 million net of associated deferred
tax) was recognised in the second quarter through the Condensed Consolidated
Statement of Comprehensive Income relating to the Group's pension and post
retirement obligations, the majority of which relates to the US pension plan
(£16.1 million) and the UK pension plan (£4.8 million). For both plans this
loss arose primarily from changes in the market-related bond rate used to
discount plan liabilities at the period end. As detailed in note 4, on 31st
July 2009, the Group's North American pension plans were closed to further
accrual of defined benefit obligations, with members being transferred to a
money purchase plan. This resulted in net one-off income in the second quarter
of £6.3 million.
9 Purchase or ordinary shares
During the second quarter, the Premier Farnell Executive Trust acquired
3,829,933 of the Company's ordinary shares, through purchases on the London
Stock Exchange, for a total cash consideration of £5.0 million in order to
meet future obligations under the Company's performance share plan. This
amount has been deducted from shareholders' equity.
10 Exchange rates
The principal average exchange rates used to translate the Group's overseas
profits were as follows:
2009/10 2008/9 2009/10 2008/9 2008/9
Third Third Nine Nine Full
quarter quarter months months year
US dollar 1.62 1.74 1.58 1.90 1.79
Euro 1.11 1.27 1.13 1.27 1.24
END
END
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