Final Results

Actif Group PLC 24 November 2000 23 November 2000 ACTIF GROUP PLC PRELIMINARY RESULTS FOR THE YEAR ENDED 31 JULY 2000 Actif Group's strategy is to acquire the clothing rights for quality brands and to use its management experience to develop those brands through a variety of routes to market in the UK and Europe. Highlights * Turnover up 39% to £14.1 million (1999: £10.2 million) * Gross margins have increased from 34.8% to 36.2% due to the increased proportion of retail business * Operating profit before exceptional items of £201,000 is £92,000 up on last year (1999: £109,000) * Profit before tax and exceptionals is up £23,000 to £68,000 (1999: £ 45,000) * Three prime ELLE stores and four ELLE factory outlet stores opened * Acquisition of JOE BOXER underwear and sleepwear licence, for all European territories * Concession agreement with Debenhams for distribution of JOE BOXER in 45 stores * Strategic investment by Hatzioannou Holdings S.A of £2.1 million Martin Lent, Chief Executive of Actif Group, commented: 'This has been an exciting year in the development of Actif Group. We have made significant progress in the expansion of the retail business across the UK and the acquisition of the JOE BOXER licence is an important step in our goal to develop a portfolio of quality international brands distributed across Europe. The agreement with Hatzioannou will enable the Group to capitalise on the opportunities available to develop its business in the UK and Europe.' Enquiries: Actif Group plc Hudson Sandler Martin Lent, Chief Executive Piers Hooper Simon Banfield, Finance Director Wendy Baker Tel: +44 (0) 20 7436 3330 Tel: +44 (0) 20 7796 4133 23 November 2000 ACTIF GROUP PLC ('ACTIF' OR THE 'COMPANY') PRELIMINARY RESULTS FOR THE YEAR ENDED 31 JULY 2000 CHAIRMAN'S STATEMENT I am pleased to report on Actif Group's maiden preliminary results since listing on the Alternative Investment Market ('AIM') of the London Stock Exchange in January 2000. The flotation of the Company raised £2.1 million (net of expenses) to finance the Company's expansion into retail and the development of the wholesale business. Since flotation we have seen considerable progress for Actif Group plc, confirming our belief that the Company offers exciting opportunities for future growth. Our strategy is to grow our Company through acquiring clothing licences for international quality brands that have a leading edge through their image and brand positioning and to use our management experience to develop those brands through a variety of routes to market in the UK and Europe. The board of Actif is therefore delighted to have acquired, in May 2000, in addition to its existing licence agreement for ELLE, a 15 year licence agreement with Boxer Holdings Inc, a leading US designer and manufacturer of JOE BOXER underwear and sleepwear, for all European territories. Financial Performance Group turnover for the period increased by 39% to £14.1 million (1999: £10.2 million). The Group's stated strategy to expand the retail business has resulted in gross margins increasing from 34.8% to 36.2%. Operating profit before exceptional items has risen from £92,000 to £201,000. Profit before tax and exceptional costs increased to £68,000 (1999: £45,000). This figure has been held back by costs of £140,000 arising from the establishment of the JOE BOXER business and the initial trading loss of £49,000 incurred by the Group's new German subsidiary. The investment in Germany was made to open a sales and distribution office for the ELLE range. The Group incurred exceptional costs of £174,000 relating to the restructuring that was implemented prior to the Company's flotation. The rapid growth of the ELLE retail business during the year has required substantial investment in both infrastructure and working capital to support the increased levels of stock. During the year we have invested in excess of £1.0 million on new retail stores. Dividend As stated in the placing document at the time of flotation, it is the Company's intention to retain any profits for use within the business during the current phase of development. Consequently, the board is not proposing to pay a dividend on the ordinary shares for the financial year ended 31 July 2000. Retail Business Retail turnover for the period increased fourfold to £3.8 million (1999: £0.9 million). The division's gross margin at 55.6% is ahead of budget, but 2% down on last year due to the increased proportion of discounted factory outlet business. ELLE At the end of the last financial year the Group had one prime ELLE retail store at Bluewater in Kent. During the year a further three prime ELLE retail stores were opened in County Arcade, Leeds, the Trafford Centre, Manchester and the Metro Centre, Newcastle. Since the year end the Company has opened a further two prime stores in Southampton and Milton Keynes bringing the total number of prime stores to six. The Company also opened 10 department store concessions during the period. Six of these concessions are within House of Fraser which, having been a major wholesale customer, converted to retail concessions during the year. A further 12 concessions have been opened in House of Fraser since the year end. The Group also operates through designer outlet centres and opened ELLE stores in Braintree, Castleford, Whiteley and Cheshire Oaks bringing the total number of factory outlets to six. The Group also opened concessions during the period within a specialist factory outlet group in major outlet centres. JOE BOXER As announced in the interim results, in April 2000, the Company entered into a 15 year licence agreement with Boxer Holdings Inc. The licence agreement covers JOE BOXER underwear and sleepwear product lines for men, women and children. It is America's third largest underwear brand in department stores and boasts an annual value of wholesale sales worldwide of over US$100 million. On acquiring the licence agreement, the Company also announced that it had signed a concession agreement with Debenhams plc for 18,000 square feet of retail space for JOE BOXER products. In September 2000 JOE BOXER was launched in 45 Debenhams stores across the UK. I am confident of the brand's long-term potential and expect the brand to develop as customer awareness increases. At the end of the period the Group had increased its ELLE retail selling space to 32,000 square feet in comparison to the 3,000 square feet at the end of last year. With the additional developments since the year end, referred to above, the Group is now operating out of 12 ELLE stores and 67 prime concessions. The Group now trades from a total of 63,000 square feet of retail selling space across the two brands. Wholesale Business In the UK the ELLE wholesale range has performed well with sales up 11% to £ 5.8 million (1999: £5.2 million). Export sales in the year showed a healthy increase of 14% to £2.5 million (1999: £2.2 million). In addition our Ted Baker agency sales have performed as anticipated. During the period a number of a wholesale customers have converted to retail concessions which will generate greater sales at higher margins in the long term. However, this has had an impact on the performance of the wholesale business in the current year as the generation of revenues from the new concessions will arise during the season, which extends beyond the year end. Wholesale margins, excluding Ted Baker agency sales, have reduced from 33.8% to 32.8%, which is principally due to the adverse impact of the decline in the value of sterling against the dollar. Strategic Investment The board of Actif Group announced on 10 July 2000 that it had entered into an agreement with Hatzioannou Holdings S.A., a major European producer of underwear. Under this agreement Hatzioannou Holdings S.A. is identified as being the Group's preferred supplier of underwear and in return has made an initial strategic investment of £2.1 million, representing a 10.7% stake (7,000,000 shares at 30p per new ordinary share) in the Company. In addition the Company has granted Hatzioannou Holdings an option to subscribe for a further 7,500,000 new ordinary shares at an exercise price of 42p per share within 17 months. This strategic investment by Hatzioannou Holdings S.A. will enable the Group to undertake a more rapid expansion of its business for ELLE and JOE BOXER across the European market. The preferred supplier/customer agreement provides the Group with the benefits of long term access to high quality, competitively priced, fast turn-around production sources for underwear and will enable us to target aggressively the significant market for our products. People The board recognises the tremendous commitment of the Actif team to the further development of ELLE and the launch of the JOE BOXER brand. On behalf of the board I would like to take this opportunity to thank all our employees for their contribution to our achievements over the last year. Current Trading and Prospects Since the year end, revenues from our ELLE retail business have continued to increase with like for like sales for the first 16 weeks 2.5% ahead of the comparable period last year. ELLE wholesale sales are in line with budget for the first quarter of the year. The ELLE retail and wholesale businesses, which together with third party sourcing currently account for over 80% of the Group's turnover, are in line with our expectations for the year, although the final outcome for the year will be dependent on the important Christmas trading period. The JOE BOXER concessions have now been trading for two months with a number of the concessions opening slightly later than was originally planned. Whilst the launch was successful in introducing the brand into the UK marketplace there have been additional costs in doing so. Although it is early days, initial sales have been below expectations as a result of some of the product being more suited to the US market. The effect of this together with the extra costs referred to above, is likely to have an impact on the level of profitability in the current financial year. Management is focusing on developing awareness of the brand and is continuing to develop the product for the UK market. I believe that these measures will enable the Group to capitalise on the considerable potential of the brand in the longer term. This has been an exciting year in Actif's development with the expansion of the retail business across the UK and the acquisition of the JOE BOXER licence. The agreement with Hatzioannou S.A. will enable the Group to capitalise on the opportunities available to develop its business in the UK and Europe. We are making good progress towards our strategic objectives to date and the prospects for the next year and for the long-term development of the business remain encouraging. Consolidated profit and loss account for the year ended 31 July 2000 Unaudited Audited Notes 2000 1999 £ £ '000 '000 STARTTurnover 2 14,100 10,155 Cost of sales 2 (8,993) (6,620) __________ __________ Gross profit 2 5,107 3,535 Other operating expenses (net) (5,080) (3,426) __________ __________ Operating profit 2 27 109 Operating profit before exceptional costs 201 - Exceptional costs of restructuring for (174) - flotation Other interest receivable and similar income - 4 Interest payable and similar charges 2 (133) (68) __________ __________ (Loss)/profit on ordinary activities before 2 (106) 45 taxation Taxation (13) 5 __________ __________ (Loss)/profit on ordinary activities after (119) 50 taxation Minority interest - 2 __________ __________ (Loss)/profit for the financial year (119) 52 Dividend proposed - preference shares (2) (15) __________ __________ (Loss)/profit for the year taken to reserves (121) 37 __________ __________ (Loss)/earnings per share 3 Basic (loss)/earnings per share (0.28p) 0.13p __________ __________ Adjusted earnings per share 0.05p 0.13p __________ __________ Diluted (loss)/earnings per share (0.28p) 0.09p __________ __________ Adjusted diluted earnings per share 0.03p 0.09p __________ __________ All operations of the Group continued throughout the year and no operations were acquired or discontinued. The group had no recognised gains or losses other than the loss for the year. Consolidated balance sheet as at 31 July 2000 Unaudited Audited 2000 1999 £'000 £'000 Fixed assets Intangible assets 85 - Tangible assets 1,852 912 __________ __________ 1,937 912 Current assets Stocks 4,301 2,250 Debtors 2,282 1,864 Cash at bank and in hand 739 1 __________ __________ 7,322 4,115 Creditors: amounts falling due within one year (2,973) (3,587) __________ __________ Net current assets 4,349 528 __________ __________ Total assets less current liabilities 6,286 1,440 Creditors: amounts falling due after more than one (868) (436) year __________ __________ Net assets 5,418 1,004 __________ __________ Capital and reserves Called up share capital 655 369 Share premium account 4,340 132 Other reserves 89 47 Profit and loss account 334 456 _________ __________ Shareholders' funds 5,418 1,004 Minority interests - - _________ __________ Total capital employed 5,418 1,004 __________ __________ Shareholders' funds Equity interests 5,418 914 Non-equity interests - 90 __________ __________ 5,418 1,004 __________ __________ Consolidated cash flow statement for the year ended 31 July 2000 Unaudited Audited Notes 2000 1999 £'000 £'000 Net cash outflow from operating activities 4 (2,049) (252) Returns on investments and servicing of (148) (79) finance Taxation (129) (1) Capital expenditure and financial (1,271) (774) investment __________ __________ Net cash outflow before financing (3,597) (1,106) Financing 4,844 408 __________ __________ Increase/(decrease) in cash in the year 5 1,247 (698) __________ __________ Notes: 1. This summary financial information comprises that of Actif Group plc and its UK and overseas subsidiaries for the year ended 31 July 2000, all of which derive from continuing operations. The results have been prepared using accounting policies consistent with those presented in the 1999 financial statements. The preliminary announcement, which does not constitute statutory accounts within the meaning of Section 240 of the Companies Act 1985, is an extract from the Group statutory accounts for the year ended 31 July 2000, which will be delivered to the Registrar of Companies in due course. The auditors have not yet reported on those accounts. The results for the year ended 31 July 1999 have been extracted from the statutory accounts for that period which have been delivered to the Registrar of Companies and on which the auditors gave an unqualified report. 2. Segment information The turnover and profit before taxation are attributable to the Group's principal activity, the design, contracted manufacture, wholesale and retail of high quality fashion clothing. a) Analysis of turnover by destination: 2000 1999 £'000 £'000 United Kingdom 11,576 7,949 Overseas - European community 1,669 1,236 Overseas - Non European community 855 970 __________ __________ 14,100 10,155 __________ __________ b) Classes of business Year ended 31 July 2000 Third party Wholesale Retail Group sourcing £'000 £'000 £'000 £'000 Turnover 1,937 8,336 3,827 14,100 Cost of sales (1,695) (5,623) (1,675) (8,993) __________ __________ __________ __________ Gross profit 242 2,713 2,152 5,107 Common costs __________ __________ __________ (4,906) __________ Operating profit 201 Exceptional costs (174) Net interest payable (133) __________ Loss before taxation (106) __________ The exceptional item of £174,000 relates to the costs of restructuring for flotation. Year ended 31 July 1999 Third party Wholesale Retail Group sourcing £'000 £'000 £'000 £'000 Turnover 1,849 7,440 866 10,155 Cost of sales (1,329) (4,926) (365) (6,620) __________ __________ __________ __________ Gross profit 520 2,514 501 3,535 Common costs __________ __________ __________ (3,426) __________ Operating profit 109 Exceptional costs - Net interest payable (64) __________ Profit before taxation 45 __________ 3. Earnings per ordinary share The calculations of loss/earnings per share is based on the (loss)/earnings for the financial period attributable to equity shareholders and the weighted average number of ordinary shares as follows: 2000 1999 Number Number Weighted average number of ordinary shares: 43,397,384 27,852,600 __________ __________ Weighted average number of ordinary shares and potential 59,338,217 39,892,062 ordinary shares __________ __________ For the year ended 31 July 2000 the potential ordinary shares are non-dilutive. Adjusted earnings per share has been calculated after excluding the impact of exceptional items after taxation (£139,000) and the amortisation of goodwill (£2,000). 4. Reconciliation of operating profit to operating cash flows Unaudited Audited 2000 1999 £'000 £'000 Operating profit 27 109 Depreciation charges 432 187 Amortisation of goodwill 2 - (Profit)/loss on sale of tangible fixed assets (2) 1 Non-cash exceptional costs of flotation 88 - Increase in stock (2,051) (1,007) Increase in debtors (418) (21) (Decrease)/increase in creditors (126) 479 Foreign exchange loss relating to non-operating (1) - activity __________ __________ Net cash (outflow)/inflow from operating activities (2,049) (252) __________ __________ 5. Reconciliation of net cashflow to movement in net debt Unaudited Audited 2000 1999 £'000 £'000 Increase/(decrease) in cash in the year 1,247 (698) Cash outflow from decrease in debt and lease financing 239 63 __________ __________ Change in net debt resulting from cash flows 1,486 (635) New secured loans (688) (250) New finance leases (133) (171) __________ __________ Movement in net (debt)/funds in year 665 (1,056) Net funds/(debt) at 1 August (1,035) 21 __________ __________ Net debt at 31 July (370) (1,035) __________ __________ 6. The Annual General Meeting will be held at 20 Little Portland Street, London W1W 8AA on 24 January 2001 at 2.00pm.
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