Interim Results

Swallowfield PLC 13 March 2006 Swallowfield plc Interim Report 2006 Chairman's Statement Results For the first 28 weeks of the current financial year, the Group made an operating loss before exceptional items of £23k which, after restructuring costs amounting to £677k and a net interest charge of £274k, resulted in a loss before taxation of £974k. The difficult business environment outlined in our trading update of 20 December 2005 remains and the retail environment has continued to weaken. Input costs, particularly utility costs and oil and gas related raw material prices remain under some pressure. Commercial pressures have limited our ability to pass on these increased costs because of the highly competitive nature of the market sector today. We have also incurred £95k of non-recurring costs in respect of an aborted acquisition. Sales revenues in the Aerosol Division increased by 21% to £21.9m, primarily due to the commencement of a 3 year contract with PZ Cussons. However, operating profit before restructuring costs decreased from £742k to £503k, reflecting the cost and competitive pressures previously noted. Sales revenue in the Cosmetics Division decreased by 6% to £6.3m, reflecting the weaker retail environment and the division made an operating loss of £526k compared to an operating profit of £96k in the same period last year. Cash and net debt Improved working capital management and a reduction in capital expenditure has enabled a further reduction in the Group's net debt requirement which, at the half year end, stood at £4.6m. The Group's net debt position has improved by £0.6m compared with the same time last year and by £3.8m compared with 30 June 2005. Update on restructuring The Board has been reviewing its structure and composition since 20 December 2005 and announced on 3 February 2006 the result of this review. I am pleased to say that this restructuring is now complete. Ian Mackinnon was appointed Chief Executive Officer on 1 March 2006 following the retirement of Tony Wardell and we are in the process of recruiting a new Group Finance Director. After almost six years of committed service as Chairman, James Espey retired and my appointment as Chairman was confirmed on 1 March 2006. Tony Wardell was appointed as a non-executive Director on the same date. The Board has decided that it is not necessary to fill the position of Group Operations Director previously held by Brian Williamson, who left the company on 3 January 2006. Other restructuring activities described in the trading update issued on 20 December 2005, primarily involving management and administration functions in the Aerosols Division, have also been substantially completed. The costs associated with these restructuring activities amounted to £677k, some £177k higher than our original estimates and these have been charged against the first half results. However, I am very pleased to say that, as a result of the additional restructuring activities undertaken, we now anticipate ongoing annual savings of £800k against the £600k originally expected. Transfer of listing to AIM The Board has sent a circular to all shareholders with this interim report, seeking approval to transfer the listing of the Company's shares from the full list to AIM. The Board believes that an AIM listing is more appropriate given the current size of the company and the lower level of regulatory costs associated with maintaining an AIM listing. The Board has therefore convened an Extraordinary General Meeting to be held on 5 April 2006 at Swallowfield House and recommends that shareholders approve the proposal. Dividends In the trading update issued on the 20 December, we noted that the Board had decided not to declare an interim dividend. Trading conditions in the past two months have not altered the view that this is the appropriate decision at the present time. We will continue to closely monitor the situation and are working towards being in a position to resume dividend payments within 18 months. Looking forward We expect that the weak market background we are currently experiencing will continue for some while yet and, apart from a small number of specific new business opportunities, we are not anticipating the market to show any improvement for the remainder of the year. We expect business volumes in the Aerosols Division to be lower in the second half of the year reflecting the seasonality of the business and an increase in volumes of the Cosmetics Division, in part following first production runs for a major new customer. Cost improvements from the restructuring plans and other operational efficiency improvements will begin to come through in the second half and we expect the result for the year, before restructuring costs, to be broadly breakeven. Following the restructuring of the Board and the Aerosol Division, we have removed a layer of management in order to increase the speed of communication and decision making. The new management team is undertaking a review of key operational activities to increase margins and reduce net debt. Our strategic review of all business segments and their attendant profitability continues; an early outcome of this is a decision to produce a significantly higher proportion of next year's gift programme in the Far East. Our strategic review has underlined the need to refocus key customer relations to improve service flexibility and speed to market. In addition, we are reviewing the Company's balance sheet with a view to improving asset utilisation and financial effectiveness. Whilst the Company has had a difficult and demanding eighteen months, we are confident that the changes we have made during the last two months, together with the ongoing review will, in the medium term, restore our profitability. International Accounting Standards These interim results have been prepared using International Accounting Standards (IFRS) and include restated amounts for prior periods. The notes to the accounts include reconciliations of profits and equity, previously reported under UK Generally Accepted Accounting Principles (GAAP), to those now reported under IFRS. S J Winning Chairman 13 March 2006 Summarised Group Income Statement Restated under IFRS 28 weeks 28 weeks 12 months ended ended ended 7 Jan 2006 8 Jan 2005 30 June 2005 (unaudited) (unaudited) (unaudited) £'000 £'000 £'000 Revenue 28,156 24,677 43,539 Operating (loss)/profit before exceptional items (23) 838 411 Exceptional items (677) - - Operating (loss)/profit (700) 838 411 Finance income 15 4 7 Finance costs (289) (335) (615) (Loss)/profit before taxation (974) 507 (197) Taxation 279 (154) 102 (Loss)/profit for the period (695) 353 (95) Attributable to: Equity shareholders (695) 353 (95) Basic earnings per share (6.2p) 3.1p (0.8p) Diluted earnings per share (6.2p) 3.1p (0.8p) Group Statement of Changes in Equity (Unaudited) Issued Re- share Share Valuation Retained Total capital premium Reserve earnings equity £'000 £'000 £'000 £'000 £'000 Balance at 30 June 2004 563 3,796 124 6,360 10,843 Transfer of excess depreciation on revalued assets - - (7) 7 - Profit for the period - - - 353 353 Equity dividends - - - (541) (541) Balance at 8 January 2005 563 3,796 117 6,179 10,655 Transfer of excess depreciation on revalued assets - - (7) 7 - Loss for the period - - - (448) (448) Equity dividends - - - - - Balance at 30 June 2005 563 3,796 110 5,738 10,207 Transfer of excess depreciation on revalued assets - - (7) 7 - Loss for the period - - - (695) (695) Equity dividends - - - (225) (225) Balance at 7 January 2006 563 3,796 103 4,825 9,287 Group Balance Sheet Restated under IFRS As at As at As at 7 Jan 2006 8 Jan 2005 30 June 2005 (unaudited) (unaudited) (unaudited) £'000 £'000 £'000 Assets Property, plant and equipment 12,657 13,406 13,044 Intangible assets 68 57 56 Total non-current assets 12,725 13,463 13,100 Inventories 7,011 7,705 9,312 Trade and other receivables 6,428 7,130 8,822 Cash and cash equivalents 6 69 25 Current tax receivable - - 74 Total current assets 13,445 14,904 18,233 Total assets 26,170 28,367 31,333 Trade and other payables 8,955 8,505 9,191 Interest-bearing loans and borrowings 929 717 2,052 Current tax payable - 258 - Dividend creditor - 316 - Total current liabilities 9,884 9,796 11,243 Interest-bearing loans and borrowings 3,675 4,514 6,379 Pension deficit 2,670 2,536 2,605 Other long-term employee benefits 522 473 482 Deferred tax liabilities 109 376 380 Derivative financial instruments 23 17 37 Total non-current liabilities 6,999 7,916 9,883 Total liabilities 16,883 17,712 21,126 Net assets 9,287 10,655 10,207 Equity Share capital 563 563 563 Share premium 3,796 3,796 3,796 Revaluation reserve 103 117 110 Retained earnings 4,825 6,179 5,738 Total equity 9,287 10,655 10,207 Group Cash Flow Statement Restated under IFRS 28 weeks 28 weeks 12 months ended ended ended 7 Jan 2006 8 Jan 2005 30 June 2005 (unaudited) (unaudited) (unaudited) £'000 £'000 £'000 Cash flows from operating activities (Loss)/profit before tax (974) 507 (197) Depreciation 779 741 1,420 Loss/(profit) on disposal of equipment 1 (5) 24 Finance income (15) (4) (7) Finance cost 256 289 615 Decrease/(increase) in inventories 2,301 277 (1,330) Decrease/(increase in trade and other receivables 2,394 7,089 5,397 Decrease in trade and other payables (122) (3,789) (3,205) Increase in other long-term employee benefits 40 29 12 Increase in retirement benefit obligations 65 67 70 Cash generated from operations 4,725 5,201 2,799 Finance expense paid (367) (340) (458) Income tax received/(paid) 80 (162) (232) Net cash flow from operating activities 4,438 4,699 2,109 Cash flow from investing activities Finance income received - - 7 Purchase of property, plant and equipment (321) (860) (1,204) Sale of property, plant and equipment - 5 4 Net cash flow from investing activities (321) (855) (1,193) Cash flow from financing activities Capital element of finance lease liabilities (166) (181) (345) Repayment of loans (2,000) (2,003) (3) Dividends paid (225) (225) (541) Net cash flow from financing activities (2,391) (2,409) (889) Net increase in cash and cash equivalents 1,726 1,435 27 Cash and cash equivalents at beginning of period (1,737) (1,764) (1,764) Cash and cash equivalents at end of period (11) (329) (1,737) Cash and cash equivalents consists of: Cash 6 69 25 Overdraft (17) (398) (1,762) Cash and cash equivalents at end of period (11) (329) (1,737) Notes to the Interim Results 1 Basis of preparation The unaudited interim results for the 28 week period ended 7 January 2006 have been prepared in accordance with the Listings Rules of the Financial Services Authority. The financial information contained herein does not constitute statutory accounts within the meaning of section 240(5) of the Companies Act 1985. The statutory accounts for the year ended 30 June 2005, which have been delivered to the registrar of companies, carry an unqualified Auditors' Report. The Group has previously prepared its financial statements under UK Generally Accepted Accounting Principles (UK GAAP). Following a directive by the European Parliament in July 2002, the Group is required to prepare its 2005/6 consolidated financial statements in accordance with International Financial Reporting Standards as adopted by the European Union (IFRS). Accordingly, this interim report has been prepared using IFRS accounting policies consistent with those management expect to apply in the Group's first IFRS Annual Report and Financial Statements for the year ending 30 June 2006. 2 Earnings per share The calculation of basic earnings per share is based on 11,256,416 (2005: 11,256,416) ordinary shares of 5.0p each, being the weighted average number of ordinary shares in issue during the period, and the loss on ordinary activities after taxation of £695,000 (2005: profit of £353,000). The potential ordinary shares for executive share options are non-dilutive. 3 Announcement of results These results were announced to the London Stock Exchange on 13 March 2006. The Interim Report will be sent to shareholders and is available to members of the public at the Company's Registered Office at Swallowfield House, Station Road, Wellington, Somerset, TA21 8NL. 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