-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, C+m93MbQLd+4bPQmEztfyanmu6Cq3l05IDOq4WLS/pbrB6hXPBWXl0idWRt6+hu+ fdMheVSjuymsWb0SXpPtHg== 0000902561-99-000143.txt : 19990312 0000902561-99-000143.hdr.sgml : 19990312 ACCESSION NUMBER: 0000902561-99-000143 CONFORMED SUBMISSION TYPE: 6-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19990311 FILED AS OF DATE: 19990311 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TEXON INTERNATIONAL PLC CENTRAL INDEX KEY: 0001058980 STANDARD INDUSTRIAL CLASSIFICATION: TEXTILE MILL PRODUCTS [2200] FILING VALUES: FORM TYPE: 6-K SEC ACT: SEC FILE NUMBER: 333-49619 FILM NUMBER: 99563370 BUSINESS ADDRESS: STREET 1: 100 ROSS WALK CITY: LEICESTERLE4 5BX ENG STATE: X0 ZIP: 00000 6-K 1 FORM 6-K SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the month of September, 1998. Texon International plc (Translation of Registrant's Name Into English) SEC File Number: 1058980 100 Ross Walk Leicester LE4 5BX England (Address of Principal Executive Offices) (Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.) Form 20-F [X] Form 40-F [ ] (Indicate by check mark whether the registrant by furnishing the information contained in this form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.) Yes [ ] No [X] INFORMATION TO BE INCLUDED IN REPORT Item 1. Legal Proceedings. Not Applicable. Item 2. Changes in Securities and Use of Proceeds. Not Applicable. Item 3. Defaults Upon Senior Securities. Not Applicable. Item 4. Submission of Matters to a Vote of Security Holders. Not Applicable. Item 5. Other Events. On March 10, 1999, Texon International plc ("Company") acquired Cornwell Industries Limited ("Cornwell") for approximately (pound)3 million including assumed debt and finance leases. The cash payment was made from the Company's current bank facilities. Cornwell operates from three facilities in the United Kingdom and has approximately 200 employees. In addition, the Company announced its fourth quarter results. The Cornwell acquisition and the Company's fourth quarter results are described in the press release attached as an exhibit hereto. Item 6. Exhibits and Reports on Form 8-K. Exhibit 99 Press release issued by the Company SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. TEXON INTERNATIONAL PLC (Registrant) Date: March 11, 1999 By: /s/ J. Neil Fleming ---------------------------------- Name: J. Neil Fleming Title: Finance Director and Chief Accounting Officer EX-99 2 PRESS RELEASE EXHIBIT 99 Texon Reports Fourth Quarter Results and First Acquisition Leicester, England March 11, 1999 - Texon International plc today reported its 1998 year end and fourth quarter results and announced its first major acquisition. Texon acquired Cornwell Industries Limited on March 10, 1999 for approximately (pound)3 million including assumed debt and finance leases. The net cash payment was (pound)0.8 million and was met from Texon's current bank facilities. Management believes Cornwell Industries is the UK market leader in moulded footwear components and insole assemblies and supplies several major footwear manufacturers including Clarks, FII and Lambert Howarth. Cornwell operates from three facilities in the UK and has approximately 200 employees. Cornwell had net sales of (pound)10.2 million and generated EBITDA of (pound)0.9 million in 1998. Texon reported earnings before interest and tax for the twelve months ended December 31, 1998 of (pound)13.6 million compared to (pound)9.6 million for the prior year. Net sales for 1998 fell by (pound)11.5 million or 9.4% to (pound)110.9 million from (pound)122.3 million for the twelve months ended December 31, 1997. "There is no doubt that we would have liked to report higher sales but in the face of a continuing weak global footwear market we believe our solid results are evidence of the strength of the company world wide. We have reduced costs, improved efficiencies and created new products to strengthen our core business. Furthermore we have now added our first major acquisition - we believe a key element in developing Texon to be the foremost supplier of materials to the global footwear companies," said Peter Selkirk, Chief Executive of Texon International plc. Texon's operating profit for the fourth quarter was (pound)3.3 million, a decrease of (pound)0.7 million from the same period in 1997. Net sales for the fourth quarter were (pound)26.6 million compared to (pound)30.2 million in the same period in 1997. For the quarter ended December 31, 1998, net sales fell by (pound)3.9 million or 12.8% from the same period in 1997 at constant exchange rates. This decline was similar across all product lines. In geographical terms net sales declined in Europe by 11%, North America by 5%, South America by 26%, Asia by 3% and Australasia by 13%. Gross profit margin for the quarter was 35.4% compared to 33.6% for the same quarter in 1997 and 34.7% for the first three quarters in 1998. Selling, general and administrative expenses for the quarter were (pound)6.1 million, (pound)0.1 million lower than the same quarter in 1997. The principal reason for the increase in the fourth quarter as compared to the third quarter of 1998 is the sale of the Leicester site at the beginning of October 1998. Therefore Texon must now pay rent whereas previously Texon received rental income resulting in a net difference of (pound)0.5 million. Excluding this item selling, general and administrative costs are approximately 15% less than in 1997. Net cash flow from operating activities for the year ended December 31, 1998 was (pound)10.l million and for the quarter ended December 31, 1998, (pound)7.2 million. Net cash flow for the quarter was comprised of earnings before interest and taxation of (pound)2.9 million plus depreciation of (pound)0.4 million and a net reduction in working capital of (pound)3.9 million. Capital expenditures in the fourth quarter were (pound)0.7 million. Texon is the world's largest, in terms of sales, manufacturer and marketer of structural materials essential for the manufacture of footwear. The Company operates a global business, with sales that are widely diversified by geographic region and product line and operates six manufacturing facilities in the U.K., the United States, Germany, Italy and China. Profit & Loss Account for the years and quarters ended December 31, 1998 and 1997 (Unaudited)
Year ended Year ended Quarter 4 ended Quarter 4 ended December 31, December 31, December 31, December 31, 1998 1997 1998 1997 (pound)'000 (pound)'000 (pound)'000 (pound)'000 Sales 110,880 122,343 26,569 30,193 Cost of Sales (72,193) (79,802) (17,167) (20,048) Gross Profit 38,687 42,541 9,402 10,145 SG&A Costs (25,261) (27,230) (6,112) (6,150) Operating Profit 13,426 15,311 3,290 3,995 Reorganisation Costs (819) (429) (319) 0 Profit on disposal of Assets 957 386 (43) 383 Exceptional Items 0 (5,659) 0 (5,659) EBIT 13,564 9,609 2,928 (1,281) Interest (9,829) (10,199) (2,093) (2,832) Profit before Tax 3,735 (590) 835 (4,113) Tax (1,303) (1,492) (553) (253) Profit after tax 2,432 (2,082) 282 (4,366) Minority Interest (184) (305) (101) (99) Dividend (2,600) 0 (650) 0 Goodwill Amortisation (26) 0 (26) 0 Net Income/(Loss) (378) (2,387) (495) (4,465)
Balance Sheet as at December 31, 1998 and 1997 (Unaudited)
As at As at December 31, 1998 December 31, 1997 (pound)'000 (pound)'000 Fixed Assets Tangible Assets 13,116 17,098 Goodwill 672 ---------- -------- 13,788 17,098 Current Assets Stocks 15,781 16,716 Debtors 19,637 19,345 Cash at Bank and in Hand 721 1,156 ---------- --------- 36,139 37,217 ---------- --------- TOTAL ASSETS 49,927 54,315 ---------- --------- Creditors Amounts falling due within one year (30,949) (114,393) Amounts falling due after more than 1 year (84,477) (698) Provisions for Liabilities and Charges (7,642) (6,422) Capital and Reserves Called Up Share Capital (9,120) (13) Share Premium (46,800) Share Capital to be issued (55,600) Profit and Loss Account Reserves 129,539 124,242 ---------- -------- Shareholders' Funds: 73,619 68,629 Minority Equity Interests (478) (1,431) ---------- --------- LIABILITIES & EQUITY (49,927) (54,315) ========== =========
Condensed Consolidated Cash Flow Statement for the Year and Quarter Ended December 31, 1998 (Unaudited)
Year ended Quarter 4 ended December 31, 1998 December 31, 1998 (pound)'000 (pound)'000 Net Cash Flow from Operating Activities 10,144 7,215 Returns on Investment & Servicing of Finance (14,767) 42 Taxation (1,420) (709) Capital Expenditure & Financial Investment 2,211 3,356 Acquisitions & Disposals (545) 0 ------- ----- Cash (outflow)/inflow before financing (4,377) 9,904 ======= =====
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