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RNS Number:2047J Autologic Holdings PLC 26 March 2003 Embargoed until 0700 26 March 2003 AutoLogic Holdings plc ("AutoLogic" or the "Group") Preliminary Results for the Year Ended 31st December 2002 Highlights 2002 2001 Change Turnover #669.5m #469.6m +43% Business Performance* Operating profit #40.7m #27.0m +51% Profit before tax #29.3m #20.9m +40% Earnings per share 48.57p 38.96p# +25% Statutory Basis Operating profit #29.4m #20.8m +41% Profit before tax #18.0m #13.9m +29% Basic earnings per 24.46p 22.63p# +8% share Total dividend per 11.10p 10.20p +9% share * Before goodwill amortisation and exceptional items # Restated for the introduction of FRS19 - Deferred Taxation - Profit before tax, goodwill amortisation and exceptional items increased by 40% to #29.3m (2001: #20.9m) - Continued organic growth in core businesses - organic growth in turnover of 7.5% despite an overall 2.9% decline in the new car market - Acquired businesses successfully integrated - Strong performance from CAT - Board and operational management teams strengthened further Reg Heath, Chairman, commented: "2002 was a year of integration and consolidation following the major acquisitions of Axial and CAT in 2001. The acquired businesses have now been successfully integrated into the Group, although further restructuring work will still be required in the light of weakness in volumes in the vehicle manufacturing sector which has continued into the first quarter of this year. Across the Group, trading during the year has been broadly in line with expectations despite difficult market conditions across Europe. With a forecast decline in finished vehicle production in Europe in 2003, we continue to focus on reducing operating costs and maintaining sufficient flexibility to react to changes in the market place. "On a personal note, I have decided to retire as Chairman with effect from the forthcoming AGM. Having joined AutoLogic as Chairman in 1996, I have witnessed the Group grow from a small UK distribution company to become the leading European force in land-based finished vehicle logistics and feel confident that the Group is well placed to continue its success into the future. John Merry, Deputy Chairman and Group Chief Executive, will become Executive Chairman and Gilles Guinchard, Group Managing Director, will become Group Chief Executive, in both cases, with effect from the conclusion of the AGM. I wish them both continued success and would like to record my thanks both to my fellow Directors and the staff at AutoLogic for their loyalty and to our shareholders for their support during the past 6 1/2 years." Enquiries: AutoLogic Holdings plc 020 7420 0555 John Merry Deputy Chairman and Chief Executive Weber Shandwick Square Mile 020 7067 0700 Kevin Smith/Graham Herring AutoLogic Holdings plc ("AutoLogic" or the "Group") Preliminary Results for the Year Ended 31st December 2002 Chairman's Statement 2002 was another excellent year for the Company, with the business reporting further significant growth despite softening markets in the last quarter. The main focus during the year was the completion of the integration of the major acquisitions made during 2001 and the continuation of our efforts to capitalise fully on the benefits from those acquisitions. These businesses have been integrated successfully, although the restructuring of Axial France has been greater than originally planned to address the downturn in the French market which began during the last quarter of the year. In addition, the Group has continued to grow its core businesses. A number of important new customers were secured in both the UK and Mainland Europe and key contracts with existing customers were renewed. During 2002, new registration volumes across Europe fell by 2.9% compared with 2001 and our businesses have had to work hard to mitigate the impact of these market conditions. Our focus on increasing the flexibility in the Group's cost base, particularly on bringing our continental European businesses in line with the UK benchmark, continued. Results The Group's financial performance during the year remained strong despite difficult market conditions. Both turnover and pre-tax profits were significantly ahead of the previous year, due to a combination of organic growth and a full year contribution from the businesses acquired in 2001. Turnover increased to #669.5 million (2001: #469.6 million), a rise of 42.6%. Operating profit before goodwill amortisation and exceptional items increased by 50.7% to #40.7 million (2001: #27.0 million). Excluding the impact of the acquisitions made during the prior year, organic growth in turnover was 7.5% Earnings per share before exceptional items and amortisation of goodwill increased by 24.7% to 48.57p (2001: 38.96p, restated following the introduction of FRS19 - Deferred Taxation). On a statutory basis, the Group reported an operating profit increase of 41.3% to #29.4 million (2001: #20.8 million) and a basic earnings per share increase of 8.1% to 24.46p (2001: 22.63p, restated following the introduction of FRS19 - Deferred Taxation). Dividend A final dividend of 7.5p (2001: 6.90p) per share is recommended by the Board, which, if approved, will make a total for the year of 11.1p (2001: 10.20p). The final dividend will be paid, subject to shareholder approval at the forthcoming Annual General Meeting, on 9th May 2003 to shareholders on the register on 4th April 2003. Business Review The Group has continued to generate organic growth during the year both in its core businesses and by developing new services. Revenue in the core businesses of Technical Services and Distribution Services increased against a background of declining manufacturer volumes across Europe. Although some markets fared better than others (with the UK being notably more buoyant) and the Group's customer base included many of the stronger manufacturers, European new car registrations in 2002 fell by nearly 3% compared with 2001. Against this background, our businesses have performed remarkably well. In the UK, 2002 saw an increase in turnover of 30.2%, while, in our businesses in Mainland Europe, turnover increased by 49.3%. As expected, the operations have been affected by significant restructuring which was implemented to integrate the acquired businesses. While our initial targets were achieved on time, further restructuring within our businesses in France and Benelux will be required to address the impact of continuing economic uncertainty and softening within these markets. Considerable efforts have also been made, and are ongoing, to bring the productivity and flexibility of the acquired businesses in line with our benchmark UK operations. Throughout the Group's operations, in anticipation of further pressure on volumes during 2003, management has continued to keep costs under tight control. Compagnie d'Affretement et de Transport SA ("CAT"), in which the Company holds a 40% interest, has performed well during the year, delivering results exceeding our expectations, at the same time as implementing a "social plan" which significantly reduced its fixed cost base. In line with the Business Plan at the time of the acquisition, CAT will continue its cost reduction efforts through 2003 as well as continuing to develop its customer base. Key management appointments were made within the business to strengthen the operational team. At the operational level, our management have also worked closely with their counterparts within CAT to identify and share synergy benefits and both AutoLogic and CAT are continuing to investigate opportunities across the two Groups to establish a closer working relationship and to identify synergies and efficiencies to the mutual benefit of both businesses. Board & Management As previously announced, the Group has strengthened its board and management team, making a number of significant management appointments during the year. Gilles Guinchard was appointed to the Board as Group Managing Director with effect from 1 July 2002. Gilles was previously with Rexel, where he held a variety of senior management roles including CEO positions at its French and US operations. Prior to joining Rexel he had held senior management roles at Boussois SA, PPG Industries and BPB Industries. Chris French was appointed as an additional Non-Executive Director with effect from 1st September 2002. Chris has over thirty years business experience across a number of diverse industry sectors including distribution, retailing, services and finance and has extensive knowledge of the information technology industry. On a personal note, I have decided to retire as Chairman with effect from the forthcoming AGM. Having joined AutoLogic as Chairman in 1996, I have witnessed the Group grow from a small UK distribution company to become the leading European force in land-based finished vehicle logistics and feel confident that the Group is well placed to continue its success into the future. John Merry, Deputy Chairman and Group Chief Executive, will become Executive Chairman and Gilles Guinchard, Group Managing Director, will become Group Chief Executive, in both cases with effect from the conclusion of the AGM. I wish them both continued success and would like to record my thanks both to my fellow Directors and the staff at AutoLogic for their loyalty and to our shareholders for their support during the past 61/2 years. In the light of the proposed appointment of John Merry as Chairman, a senior independent Non-Executive Director will be appointed prior to the AGM. Outlook Since the year-end, the Group has continued to seek to grow its business. Customer volumes in the first quarter of 2003 have been weaker than market forecasts, supporting our view that the new car market is likely to soften further in 2003 across Europe. This underlines the importance for the Group to continue and extend its flexible business model and maintain downward pressure on costs. In order to achieve this, the Group will need to incur further restructuring costs during the coming year. During the year, AutoLogic conducted a detailed strategic analysis of its business and how it might be developed into the future. This review encompassed existing service offerings, new business areas and the geographical scope of the business. Specific action plans have been identified to extend the penetration of our existing core product offerings of Technical Services and Distribution Services both within our current customer base and to new customers. Progress has already been made in assessing and pursuing several identified new business opportunities outside the Group's existing core services and it is hoped that some of these will be operational during the current year. These include exploiting the reform of the EU Block Exemption for motor distribution and opportunities arising out of the implementation of increasing EU regulation of the vehicle market. While the potential impact of current economic and world events on the vehicle logistics market demand that the Company approaches 2003 with a degree of caution, its flexible business model, leading position in the European market and a number of exciting and innovative growth opportunities mean that AutoLogic remains well placed to cope with these challenges and to continue the successful development of its business. Reg Heath Chairman 26th March 2003 Operating and Financial Review Summary of Results Turnover increased by #199.9 million (42.6%) from #469.6 million in the year ended 31st December 2001 to #669.5 million in the year ended 31st December 2002. Operating profit before goodwill amortisation and exceptional items increased by 50.7% from #27.0 million in 2001 to #40.7 million in 2002. Excluding the impact of the acquisitions made during the previous year, organic growth contributed to a 12.5% increase in operating profit before goodwill amortisation and exceptional items. On a statutory basis, operating profit increased by 41.3% to #29.4 million (2001: #20.8 million). Goodwill amortisation for the year ended 31st December 2002, including goodwill amortisation relating to joint ventures, was #8.0 million against #4.0 million in the year ended 31st December 2001. The significant increase was due to the full year impact from the acquisitions made during 2001. Exceptional items of #3.3 million before taxation (2001: #3.0 million) relate to the restructuring costs incurred following the acquisition of the Axial Group (#2.6 million) and the write-off of professional fees incurred for an aborted acquisition. Automotive Market Overview Whilst AutoLogic's revenue base is not solely linked to new car registrations, these do reflect the overall market conditions of the automotive industry in which the Group operates and have a material impact on the Group's business. Western Europe new car registrations for 2002 showed an aggregate decline of 2.9%. However, there were significant variances between different national markets and equally significant variations in the individual performance of the different car manufacturers in these countries. In the key markets in which AutoLogic operates, the UK showed a 4.3% increase, France a 4.9% reduction, Spain a 6.6% reduction and Benelux a 4.0% reduction. All markets showed a marked decline in new car registrations in the last quarter of 2002. In total 60.7% of total revenue in 2002 was generated outside of the UK. The revision of the European Block Exemption regulation 1400/02 came into effect on 1st October 2002 and runs until 31st May 2010. The original block exemption applicable to the motor industry permitted certain potentially anti-competitive practices (such as exclusive dealership arrangements and restrictions on after-sales services) to continue when they would otherwise have been outlawed under EU and national competition rules. This block exemption has now been partially removed. The full effect of the revision of the Block Exemption is yet to be established, but some manufacturers are already renegotiating with their dealer networks to prepare for the way ahead. New sales channels are also predicted to emerge and traditional High Street retailers are known to be investigating the feasibility of joining the sector. The impact of the new regime on the automotive logistics industry will be significant. AutoLogic is positioning itself to take full advantage of any opportunities which will arise from these changes. The Group's expectation is that the full impact of the new regime will be felt in 2004. Technical Services Turnover from Technical Services grew by 23.9% to #116.1 million (2001: #93.7 million). In the UK, performance has been strong and contract wins or renewals during the year included Fiat, Mitsubishi, Toyota and Kia. New service offerings have been developed during the year, including Walon UK's 'Walon Drive' plated delivery service, a UK wide flexible personal delivery service linked to Walon's 17 Distribution Centres and eight Technical Services Centres spread across the UK. On the continent, where the Technical Services market remains less developed than in the UK, growth was achieved in both Benelux and Spain. The latter, in particular, showed a healthy increase in revenue following its investment in a new facility outside Madrid. A key aspect of AutoLogic's organic growth strategy is the expansion of its Technical Services business and it is encouraging to report increased demand from our customers for these services. We anticipate that demand for these services will continue to grow with the development of new retailing channels arising from the revision of the Block Exemption rules. Distribution Services Distribution Services turnover increased by 31.9% to #215.5 million (2001: #163.4 million). In the UK, volumes were strong throughout the year and the division benefited from the breadth of its customer base. Existing contracts with BMW in the UK and Spain were extended and new contracts with Skoda, Peugeot and Proton were gained. Following the purchase in 2001 of the 50% shareholding in Autocar that we did not already own, the Group has successfully negotiated new long-term contracts with both Ford and Jaguar for the UK. The contracts commenced in 2002, and will result in the Group distributing over 300,000 new vehicles annually from Ford and Jaguar facilities across the UK. During the year, a new rail service was introduced between our facility at Portbury in Avon and Scotland. In France, new car registrations were down 4.9% against the previous year. This market decline had a particularly marked impact on margins in our French business which has a higher fixed cost base than other parts of the AutoLogic Group. As planned, considerable restructuring of this business has taken place during the year, including the appointment of a new management team. This team is responsible for reducing the fixed cost base and improving the margin particularly for long distance distribution where the business is competing against low cost, flexible competitors. Elsewhere in Mainland Europe, volumes were down against last year but margins were in line with forecasts. Parts Distribution Turnover for Acumen, our parts distribution business, grew by 34.9% to #30.9 million for (2001: #22.9 million). As in previous years, the business was adversely affected by the closure of GM's Luton car assembly plant. Substantial new business gains from customers were made during the year but operational inefficiencies during this period of change resulted in very low operational margins. 2003 will be a pivotal year in the future of this business. GAL The contribution from the Group's 40% interest in CAT, formerly Renault's in-house vehicle distribution business, through the Global Automotive Logistics SAS ("GAL") consortium exceeded plan expectations. AutoLogic's share of CAT's revenue was #300.6 million and its share of CAT's earnings before interest, tax and goodwill amortisation was #17.2 million. CAT's vehicle logistics division, which represents 75% of total CAT revenue, benefited from solid volume levels but this was partially offset by the economic problems in the Mercosur region of South America, although the latter only accounts for 4% of CAT's finished vehicle volumes. Overall, the vehicle logistics division's turnover grew 7.0% over the comparable period for the previous year. A number of opportunities to combine AutoLogic's and CAT's operating sites, particularly in France, have been identified and the process is now underway at two key locations. As expected, the General Cargo & Freight Forwarding divisions both showed a decline in revenues from the prior year due to the implementation of a reorganisation programme designed to improve their profitability. A key aspect of the Company's investment in CAT was the ability to improve customer service whilst streamlining the cost structure of the business. Following the introduction of new management in various key positions, significant progress has been made in both these areas and the progress is anticipated to continue throughout 2003. Cash generation from the CAT operations exceeded budget, which enabled GAL to make a further Euro10 million debt repayment over and above the scheduled debt repayment programme. In August 2002, Renault exercised its option to sell its 20% shareholding in GAL to Wallenius Wilhelmsen Lines. Accordingly, the shareholdings in GAL are now AutoLogic (40%), Wallenius Wilhelmsen Lines (40%) and TNT (20%). Goodwill Goodwill amortisation for the year ended 31st December 2002, including goodwill amortisation relating to joint ventures, was #8.0 million (2001: #4.0 million). The significant increase was due to the full year impact from the acquisitions made during 2001. The fair values of the net assets acquired were included in the 2001 accounts on a provisional basis. In 2002, amendments have been made, in accordance with FRS7 - Fair Values in Acquisition Accounting, to finalise these fair values. This has resulted in a #1.9 million final adjustment to goodwill. Exceptional Items Exceptional operating costs were #3.3 million (2001: #3.0 million) of which #2.6 million related to the one-off restructuring required following the acquisition of the Axial Group (comprising, principally, IT systems, redundancy and consultancy costs) and a further #0.7 million related to the write-off of professional costs incurred for an aborted acquisition. Interest The net interest charge in the year of #11.4 million increased by #5.3 million from #6.1 million in 2001. Included in the charge is #6.2 million (2001 #2.4 million) representing AutoLogic's share of GAL's interest cost in respect of GAL's debt, which is non-recourse to AutoLogic. The increase in the charge was due to the full year impact of the facilities drawn down in 2001. Taxation The tax charge for the Group increased to #7.6 million (2001:#5.4 million as restated). The effective tax rate, excluding amortisation of goodwill and exceptional items, was 28.7% (2001: 29.2%). The charge for the year benefited from the partial release of a provision made in 2001 in relation to the Axial group. Excluding the impact of this reduced tax provision, the effective tax rate, excluding amortisation of goodwill and exceptional items, would have been 31.7%. Cash flow & Debt Net debt reduced by #13.7 million during the year. Key elements within the cash flow were as follows: #million Net debt as at 31st December 2001 (78.2) Net cash flow from operating activities 32.8 Capital expenditure (3.3) Dividends paid (4.6) Financing (8.2) Other cash flows (3.0) Net debt as at 31st December 2002 (64.5) Capital expenditure represented 37.5% of the depreciation charge for 2002 of #8.8 million (2001: 11.8% of #7.5 million). As with the previous year, capital expenditure was lower than anticipated due to the continued rationalisation of assets and resources following the acquisitions in 2001. Summary 2002 was a year of consolidation following the acquisitions made in the previous year. The integration of Axial France (now re-branded Walon France) was a major focus but further restructuring is anticipated in the current year in response to more difficult market conditions. While we expect the current year to be challenging, AutoLogic remains well positioned in each of its key markets and the dynamic nature of the automotive industry continues to present significant opportunities for growth. Our focus for the remainder of the current year will be on pursuing these additional opportunities, whilst continuing our efforts to ensure our cost base remains competitive in all of our markets. We look forward to the future with confidence and with every expectation that our management and staff will meet these challenges. Unaudited Consolidated Profit and Loss Account for the year ended 31 December 2002 Restated Note Year ended 31 December 2002 Year ended 31 December 2001 Before Before goodwill Goodwill Goodwill Goodwill and and and and exceptional exceptional exceptional exceptional items items Total items items Total #'m #'m #'m #'m #'m #'m Turnover (including share of joint ventures) 2 669.5 - 669.5 469.6 - 469.6 Less: share of joint ventures' turnover (305.8) - (305.8) (188.9) - (188.9) ___________________________________________________________________ Group turnover 2 363.7 - 363.7 280.7 - 280.7 Group operating profit - goodwill amortisation #2.7m (2001 - #1.4m) 3 23.1 (6.0) 17.1 16.0 (3.6) 12.4 Share of profit from interests in joint ventures and associates - goodwill amortisation #5.3m (2001 - #2.6m) 17.6 (5.3) 12.3 11.0 (2.6) 8.4 ___________________________________________________________________ Total operating profit - group and share of joint ventures and associates 40.7 (11.3) 29.4 27.0 (6.2) 20.8 Loss on disposal of business - - - - (0.8) (0.8) Interest receivable and similar income 0.9 - 0.9 1.7 - 1.7 Interest payable and similar charges (12.3) - (12.3) (7.8) - (7.8) ___________________________________________________________________ Profit on ordinary activities before taxation 29.3 (11.3) 18.0 20.9 (7.0) 13.9 Tax on profit on ordinary activities 4 (8.4) 0.8 (7.6) (6.1) 0.7 (5.4) ___________________________________________________________________ Profit on ordinary activities after taxation 20.9 (10.5) 10.4 14.8 (6.3) 8.5 Equity minority interests 0.3 - 0.3 0.2 - 0.2 ___________________________________________________________________ Profit for the financial year 21.2 (10.5) 10.7 15.0 (6.3) 8.7 Dividends 5 (4.8) - (4.8) (4.4) - (4.4) ___________________________________________________________________ Retained profit for the financial year 16.4 (10.5) 5.9 10.6 (6.3) 4.3 ___________________________________________________________________ Earnings per share Basic earnings per share 6 48.57p 24.11p 24.46p 38.96p 16.33p 22.63p Diluted earnings per share 6 48.24p 23.95p 24.29p 38.65p 16.20p 22.45p Unaudited Consolidated Statement of Total Recognised Gains and Losses for the year ended 31 December 2002 Restated Year ended 31 Year ended 31 December December 2002 2001 #'m #'m Profit for the financial year 10.7 8.7 Translation differences on foreign currency investments 5.4 (1.4) ___________ ___________ Total recognised gains in the year 16.1 7.3 =========== Prior year adjustment - FRS 19 Deferred Taxation 2.8 ___________ Total gains and losses recognised since last Annual Report 18.9 =========== Unaudited Consolidated Balance Sheet at 31 December 2002 Restated Note 2002 2001 #'m #'m ________ ________ Fixed assets Intangible assets 7 47.5 50.7 Tangible assets 68.8 73.2 6.5 6.5 Investments Investments in joint ventures and associates: Share of gross assets (excluding goodwill) 110.6 109.6 Goodwill 103.8 101.4 ________ ________ 214.4 211.0 Share of gross liabilities (157.8) (158.5) ________ ________ 56.6 52.5 ________ ________ 179.4 182.9 ________ ________ Current assets Stocks 1.6 2.1 Debtors 101.9 102.0 Cash at bank and in hand 10.8 7.2 ________ ________ 114.3 111.3 Creditors: amounts falling due within one year (100.7) (101.9) ________ ________ Net current assets 13.6 9.4 ________ ________ Total assets less current liabilities 193.0 192.3 Creditors: amounts falling due after more than one year (64.8) (76.7) Provisions for liabilities and charges (7.8) (6.0) ________ ________ Net assets 120.4 109.6 ======== ======== Capital and reserves Called up share capital 2.2 2.2 Share premium account 66.8 66.2 Merger reserve 20.7 20.7 Capital reserve 0.3 0.3 Profit and loss account 8 30.1 19.2 ________ ________ Equity shareholders' funds 120.1 108.6 Equity minority interests 0.3 1.0 ________ ________ 120.4 109.6 ======== ======== Unaudited Consolidated Cash Flow Statement for the year ended 31 December 2002 Year ended 31 Year ended December 31 December 2002 2001 #'m #'m ________ ________ Net cash inflow from continuing operating activities 32.8 13.9 Dividends received from joint venture companies 0.1 3.5 Returns on investments and servicing of finance Interest received 0.2 0.5 Interest paid (5.0) (3.9) Interest element of finance lease payments (0.1) (0.1) Loan issue costs - (1.0) ________ ________ (4.9) (4.5) Taxation (5.9) (7.0) Capital expenditure Purchase of tangible fixed assets (5.4) (2.9) Sale of tangible fixed assets 2.1 2.0 ________ ________ (3.3) (0.9) Acquisitions and disposals Purchase of subsidiaries - (77.4) Overdraft acquired on purchase of subsidiaries - (7.7) Investment in joint venture companies - (47.9) Purchase of shares from minority shareholders (0.4) - Cash acquired on purchase of subsidiaries - 12.7 ________ ________ (0.4) (120.3) Equity dividends paid (4.6) (3.3) ________ ________ Cash inflow/(outflow) before financing 13.8 (118.6) Financing Issue of ordinary share capital 0.2 50.7 Inception of loans - 85.8 Repayment of loans (8.0) (16.1) Repayment of principal under finance leases (0.4) (0.6) ________ ________ Net cash (outflow)/inflow from financing (8.2) 119.8 ________ ________ Increase in cash in the year 5.6 1.2 ======== ======== Unaudited Reconciliation of Group Operating Profit to Net Cash Inflow from Operating Activities Year ended Year ended 31 December 31 December 2002 2001 #'m #'m ________ ________ Operating profit 17.1 12.4 Depreciation 8.8 7.6 Amortisation of goodwill 2.7 1.4 Loss/(profit) on disposal of fixed assets 0.2 (0.3) Decrease in stocks 0.6 0.3 Decrease in debtors 6.8 0.1 Decrease in creditors and provisions for liabilities and charges (3.4) (7.6) ________ ________ Net cash inflow from continuing operating activities 32.8 13.9 ________ ________ Unaudited Reconciliation of Net Cash Flow to Movement in Net Debt 2002 2001 #'m #'m Net debt at 1 January (78.2) (10.0) Increase in cash in the year 5.6 1.2 Cash outflow from decrease in debt 8.0 16.1 Cash inflow from increase in debt - (84.9) Cash outflow from repayment of finance leases 0.4 0.7 ________ ________ Changes in net debt resulting from cash flows 14.0 (66.9) Other non-cash items: Loans and finance leases acquired with subsidiary undertakings - (1.0) Exchange difference (0.1) (0.1) Amortisation of debt issue costs (0.2) (0.2) ________ ________ Net debt at 31 December (64.5) (78.2) ======== ======== Notes to the Unaudited Preliminary Statement for the year ended 31 December 2002 1 Basis of Preparation The figures and financial information for the year ended 31 December 2002 given in this preliminary statement do not constitute the full statutory accounts for the year. Those accounts have not yet been delivered to the Registrar, nor have the auditors reported on them. This announcement was approved by the board on 25 March 2003. The 2001 comparative figures have been extracted from the statutory accounts of AutoLogic Holdings plc for the year ended 31 December 2001. These accounts have been filed with the Registrar of Companies and contain an unqualified audit report. The financial information contained in this announcement has been prepared using consistent accounting policies to those used in the financial statements of AutoLogic Holdings plc for the year ended 31 December 2001 except in relation to the adoption of FRS 19 - Deferred Taxation. Following the introduction of this standard in 2002, the Group has changed its accounting policy with respect to deferred taxation. Under the previous policy, provision was made for deferred taxation, using the liability method, on all timing differences to the extent that it is probable that a liability or asset will crystallise. Under the revised accounting policy, liabilities will be recognised for most types of timing differences regardless of whether they are anticipated to reverse in the foreseeable future. Deferred taxation assets will be recognised to the extent that it is more likely than not that they will reverse. A review of the deferred tax position of the Group was undertaken and a prior year adjustment was made increasing reserves by #2.2m at 1 January 2001. Retained profit for the year to December 2001 increased by #0.6m, resulting in reserves brought forward at 1 January 2002 increasing by #2.8m. 2 Segmental analysis The analysis by geographical area of the group's turnover, profit before taxation and net assets is set out below: Year ended 31 December Year ended 31 December 2001 2002 Profit Net Profit Turnover before assets Turnover before Net tax tax assets Restated #'m #'m #'m #'m #'m #'m Geographical area Group United Kingdom 231.9 9.8 34.5 167.4 8.8 31.5 Continental Europe 131.8 2.0 29.3 113.3 (0.9) 25.6 _______________________ __________________________ 363.7 11.8 63.8 280.7 7.9 57.1 Joint Ventures and associates United Kingdom 31.4 2.8 2.0 34.8 2.6 0.5 Continental Europe 259.3 3.3 54.0 148.6 3.3 51.4 Rest of the World 15.1 0.1 0.6 5.5 0.1 0.6 _______________________ __________________________ 305.8 6.2 56.6 188.9 6.0 52.5 _______________________ __________________________ Total (including share of joint ventures and associates) 669.5 18.0 120.4 469.6 13.9 109.6 ======================= =========================== Turnover by destination is not materially different to the analysis of turnover by origin presented above. Analysis by class of business: Year ended Year ended 31 December 31 December 2002 2001 #'m #'m Distribution 215.5 163.4 Services Technical Services 116.1 93.7 Parts Distribution 30.9 22.9 Other 1.2 0.7 _______ _______ 363.7 280.7 Joint Ventures 305.8 188.9 _______ _______ Total (including share of joint ventures) 669.5 469.6 ======= ======= The disclosure of profit by business class as laid down by the Companies Act 1985 paragraph 55 of Schedule 4, would, in the opinion of the directors, be seriously prejudicial to the interests of the Group. Consequently these disclosures have not been made. 3 Cost of sales and administrative expenses Year ended Year ended 31 December 31 December 2002 2001 #'m #'m Turnover 363.7 280.7 Cost of sales (307.1) (244.1) _______ _______ Gross profit 56.6 36.6 Administrative expenses (44.7) (27.2) Exceptional items (3.2) (2.2) Goodwill amortisation (2.7) (1.4) Other operating income 11.1 6.6 _______ _______ Net operating expenses (39.5) (24.2) _______ _______ Operating profit 17.1 12.4 ======= ======= Other operating income represents the recovery of non recurring operating costs from customers (2001 - recharges of costs in respect of IT services and other charges and #1.3m received in respect of the early termination of a property lease). 4 Taxation The tax charge has been calculated taking into account the implementation of FRS 19, giving an effective tax rate of 42.2% for the year ended 31 December 2002. This compares with 38.8% (as restated) for the year ended 31 December 2001. The increase in the effective rate is mainly due to the increase in the charge for goodwill amortisation in the current year. 5 Final Dividend The proposed final dividend of 7.50p (2001 - 6.90p) per ordinary share will be paid on 9 May 2003 to shareholders on the register on 4 April 2003. 6 Earnings per ordinary share Reconciliations of the earnings and weighted average number of shares used in the calculations are set out below: Restated Year ended 31 December 2002 Year ended 31 December 2001 Per-share Per-share Earnings Shares amount Earning Shares amount #'m #'m Pence #'m #'m Pence Basic earnings per share Earnings attributable to ordinary shareholders 10.7 43.5 24.46 8.7 38.4 22.63 Effect of dilutive shares - Options - 0.3 (0.17) - 0.3 (0.18) _____________________________ _____________________________ Diluted earnings per share 10.7 43.8 24.29 8.7 38.7 22.45 ============================= ============================= Supplementary earnings per share before goodwill amortisation and exceptional items Basic earnings per share 10.7 43.5 24.46 8.7 38.4 22.63 Effect of goodwill amortisation and exceptional items 10.5 43.5 24.11 6.3 38.4 16.33 _____________________________ _____________________________ Earnings per share before goodwill amortisation and exceptional items 21.2 43.5 48.57 15.0 38.4 38.96 ============================= ============================= Diluted earnings per share 10.7 43.8 24.29 8.7 38.7 22.45 Effect of goodwill amortisation and exceptional items 10.5 43.8 23.95 6.3 38.7 16.20 _____________________________ _____________________________ Diluted earnings per share before goodwill amortisation and exceptional items 21.2 43.8 48.24 15.0 38.7 38.65 ============================= ============================= Basic and diluted earnings per share are also shown on the face of the profit and loss account calculated by reference to earnings before the #10.5m (2001 - #6.3m, as restated) charge for goodwill amortisation and exceptional items, and the related tax, since the directors consider that this gives a useful indication of underlying performance. 7 Intangible fixed assets Restated 2002 2001 #'m #'m Cost At 1 January 2002 52.6 4.4 Exchange difference 1.6 - Axial final fair value adjustments (see below) (1.9) - Acquisitions (see below) (0.2) 48.2 _________ _________ At 31 December 2002 52.1 52.6 Amortisation At 1 January 2002 1.9 0.5 Charge for the year 2.7 1.4 _________ _________ At 31 December 2002 4.6 1.9 _________ _________ Net book value at 31 December 47.5 50.7 ========= ========= On 5 May 2001, the Group acquired Axial, the automotive distribution business of Tibbett & Britten Group plc. The acquisition was accounted for by the acquisition method of accounting, and the fair values used in the 2001 accounts were provisional. In 2002, adjustments of #1.9m, in accordance with FRS 7, Fair values in acquisition accounting, have been made to arrive at the final fair values. On 31 October 2002, the Group acquired an additional 10.3% interest in AutoLogic Benelux BV for a consideration of #0.4m. This acquisition was accounted for by the acquisition method of accounting and gave rise to negative goodwill of #0.2m. Fair values have been deemed not to be materially different to their book values. 8 Share capital, share premium account, profit and loss account and reconciliation of movements in equity shareholders' funds Restated 2002 2001 Total Total equity equity Share Profit share- share- Share premium Merger Capital and loss holders' holders' capital account reserve reserve account funds funds #'m #'m #'m #'m #'m #'m #'m At 1 January as previously reported 2.2 66.2 20.7 0.3 16.4 105.8 32.0 Prior year adjustment - FRS 19 Deferred Taxation - - - - 2.8 2.8 2.2 _________________________________________________ ________ At 1 January - Restated 2.2 66.2 20.7 0.3 19.2 108.6 34.2 Share Issues - 0.6 - - (0.4) 0.2 71.5 Reserves eliminated on acquisition - - - - - - (0.7) Goodwill previously eliminated against reserves - - - - - 0.7 Profit for the financial year - - - - 10.7 10.7 8.7 Dividends - - - - (4.8) (4.8) (4.4) Exchange difference - - - - 5.4 5.4 (1.4) _________________________________________________ ________ At 31 December 2.2 66.8 20.7 0.3 30.1 120.1 108.6 ================================================= ======== This information is provided by RNS The company news service from the London Stock Exchange END FR UNVRROVROURR
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