Final Results

Walker Greenbank PLC 22 May 2003 22 May 2003 WALKER GREENBANK PLC PRELIMINARY RESULTS FOR YEAR ENDED 31 JANUARY 2003 • Operating loss of £3.8m (2002: £6.5m loss) • Loss after taxation of £7.4m (2002: £6.6m loss) • Disposal of TWIL for £0.9m in January • Post balance sheet disposal of Riverside for £2.8m cash • £2.3m of cash generated from operating activities and debt reduced by £0.6m, the first net cash inflow since 1999 • Further cost savings in the year and headcount reduced by 10% • Continued strong performance of Zoffany in the US Ian Kirkham, Chairman, Walker Greenbank PLC said: 'The aim of returning to profitability has proved to be difficult to achieve despite significant restructuring. The decline in the market has been unprecedented and it is difficult to predict when it is going to stabilise. We believe that the cost savings made this year will protect the group through this difficult period and if any upturn materialises, the group will see a significant improvement in results. The focus will remain on cash generation, debt reduction and disposals of non-core assets in line with our strategic plan. This strategy will leave the group in a stronger position with the ability to benefit from any improvement in demand or consolidation opportunities'. Enquiries: David Medcalf, Chief Executive Walker Greenbank PLC Tel: 01509 225 209 John Sach, Group Finance Director Walker Greenbank PLC Tel: 01908 658078 Richard Evans, Brewin Dolphin Tel: 0161 214 5553 Ian Seaton, Bankside Consultants Tel: 020 7444 4157 Notes to editors Walker Greenbank PLC designs, manufactures, markets and distributes wallcoverings, furnishing fabrics and associated products. The Zoffany and Harlequin brands are recognised worldwide, selling a full range of these items. The group's manufacturing base includes fabric printing at Standfast and wallcovering manufacture at Anstey. Chairman's Statement Overview The year ended 31 January 2003 has proved to be another difficult year for the group. The cautious optimism expressed at the Interim results stage proved to be ill founded as the UK market weakened further, resulting in a decline in turnover across the group of 5%. The wallcoverings sector of the market continues to be extremely challenging, however, we believe we have gained market share in the fabric sector of the market and it is our intention to achieve further gains using the existing strength of our brands. Supporting this process is the ability to generate cash and maintain liquidity and I am pleased to report that overall indebtedness has been reduced this year by £592,000. Despite the declining market, the operating loss, before exceptional operating items, at £3.8 million was slightly better than the previous year. It was helped by the reductions to our cost base made in the prior year. During the year we have continued to reduce our cost base, leading to a further reduction in head count of 75 people, representing 10% of the workforce. Whilst this has been a painful and expensive process it will lead to future operational cost savings. Strategy The board has concluded that a revised strategic plan should be implemented in an attempt to accelerate the returns for shareholders. We shall continue to dispose selectively of non-core businesses and surplus assets with the intention of further reducing indebtedness. Our ultimate goal is to focus the group on a series of businesses which have common core competences, appropriate critical mass and profitable business models. Results The operating loss for the year was £3,802,000 (2002: £6,542,000 loss as restated after exceptional operating costs of £2,600,000) on turnover of £58,261,000 (2002: £61,115,000). Following the strategic disposal of two of the group's non-core businesses, Riverside and TWIL, exceptional provisions have been made which have increased the loss before interest to £7,659,000 (2002: £6,599,000 as restated). A provision of £3,507,000 for the impairment of the Riverside assets forms the largest part but despite the size of this provision the board believes, owing to the non-core nature of the business and the considerable future capital investment that would be required for it to remain competitive, the proceeds which were achieved represent an improvement in shareholder value. During the year outstanding tax issues from prior years were resolved and resulted in a tax credit of £614,000. As a result of these significant one off provisions the loss per share increased from 11.69p to 13.04p. Disposals Riverside On 20 May 2003, the sale of the trade and assets of Riverside was completed. Cash consideration of £2,801,000 was received at completion resulting in an anticipated loss on disposal of £3,507,000, including £819,000 of goodwill previously written off to reserves. The proceeds of disposal not only reduce the group's indebtedness significantly but also will allow the group's management to focus on the remaining core businesses. TWIL On 24 January 2003, Textile Wallcoverings International Limited, part of the group's US subsidiary, trading as TWIL, was sold for £878,000 resulting in a loss of £204,000 after provisions and related costs. The sale of this non-core business has now allowed local management to focus on distribution of the group's brands in the US and also to downsize the back office function in that business thereby enhancing future profitability. There will also be a future cash benefit from the planned disposal of the surplus freehold premises previously occupied by TWIL. Balance Sheet As referred to in the Interim Statement, one of the primary objectives of the board in these difficult market conditions has been to reduce indebtedness. In the year, total indebtedness was reduced by £592,000 (2002: £3,146,000 increase) and the cash inflow from operating activities was £2,289,000 (2002: £1,436,000 outflow). Both will remain key objectives going forward, with continued tight control being exercised over working capital. Capital expenditure will also remain at the greatly reduced levels compared to that experienced in the previous three years. The policy of disposing of non-core assets will be maintained. The balance sheet also continues to be underpinned by approximately £8,000,000 of freehold properties together with substantial other tangible and current assets. The results for the prior year have been restated to take account of the full impact of adopting Financial Reporting Standard Number 17 'Retirement Benefits', which changes the way in which the accrual for retirement benefits is recognised. The balance sheet at 31 January 2003 includes a pension liability at that date of £11,839,000 (2002: £3,643,000 as restated). This substantially increased liability reflects the decline in the stock market over this period, which has resulted in a mark down of the value of pension assets at the balance sheet date. Clearly, subject to the same assumptions, any improvement in the stock market in the future should result in an increase in net assets and a reduction to the pension deficit. During the year action was taken to limit the exposure on the defined benefit schemes operated by the group. In June 2002, all active members of the Walker Greenbank Pension Plan defined benefits scheme were transferred to a new defined contribution scheme which forms part of the Abaris Holdings Limited Pension Scheme. These changes will reduce the group's exposure going forward leaving only deferred members and pensioners in the Walker Greenbank Pension Plan. Dividends In view of the financial performance no dividend will be proposed. The directors intention is that dividends will be restored following a return to sustainable profitability. Transfer to AIM On 18 March 2003 your board announced its intention to transfer the company's entire issued share capital from the Official List of the London Stock Exchange to trading on the Alternative Investment Market ('AIM'). Dealings commenced on AIM on 15 April 2003. Outlook The aim of returning to profitability has proved to be difficult to achieve despite significant restructuring. The decline in the market has been unprecedented and it is difficult to predict when it is going to stabilise. We believe that the cost savings made this year will protect the group through this difficult period and if any upturn materialises, the group will see a significant improvement in results. The focus will remain on cash generation, debt reduction and disposals of non-core assets in line with our strategic plan. This strategy will leave the group in a stronger position and with the ability to benefit from any improvement in demand or consolidation opportunities. Operating Review The Brands With strong growth in the US, Zoffany, the group's exclusive brand, managed to improve its profit worldwide. The home market, however, still suffered a 6% decline year on year, driven by continued weakness in the contract market for hotel refurbishments, even after having previously extended the brand to associated products such as furniture, paint and carpets. The full year effect of redundancies made in the second half of the year are anticipated to compensate for this shortfall and should result in a much greater return on sales in the year to come. UK sales of Harlequin, the group's mid-market brand, increased by 4% despite a contracting market. The decision to sell through third party distributors in Europe instead of direct to the customer, which was made at the end of the previous year, resulted in significantly lower sales albeit from a much reduced cost base. This and the impact of a very strong pound for much of the year, resulted in export sales being 25% lower than in the previous year. In the second half, a new management team was appointed and the approach on export sales has been reviewed. The board is expecting an improvement in Harlequin's results in the forthcoming year. Manufacturing Standfast maintained the same level of profitability as in the previous year. Sales increased in the first half, but in the second half, customer de-stocking and a general downturn in the market resulted in sales falling short of expectations. To re-align the business to this new level of activity, redundancies were made in the autumn, removing approximately £420,000 of annualised costs. Despite difficulties in producing camouflage fabrics at the start of the year, new management and new production practices enabled the company to tender successfully for this business at the end of the year. We are confident of securing a significant amount of additional work in this area which will complement the existing core printing business for the furnishings market. Although improved manufacturing margins were achieved in the Anstey wallpaper factory, the redundancies made in the previous year proved insufficient to stem the trading losses following another sales decline experienced in the year. Despite the losses, a significant amount of cash was generated by the business. Anstey will remain under close scrutiny by the board and it is well placed for any upturn in the market. Overseas Both the US and Norwegian subsidiaries reported strong profit growth moving from £399,000 in the previous year to £1,018,000 this year, after accounting for the loss on disposal of TWIL. The Zoffany brand in the US has increased its market share in a competitive market whilst Borge in Norway continues to strengthen its prominent market position. Discontinued Operations The combined operations of Contract Fabrics and Weavestyle reported a decline in sales of 9.5%. Despite improvements in the manufacturing margins following cost savings arising from a reorganisation and a redundancy programme implemented at the end of the previous year, the sales decline resulted in a return to losses for the business. The majority of the Weavestyle business is directed towards the consumer market and has broadly held up with reported sales lower by 3.5%. The Contract Fabrics business, which sells from stock for commercial applications such as office refurbishments, suffered a decline of 14% in a very difficult market. The non-core nature of this business coupled with the significant capital expenditure that would be required in the near future to maintain competitiveness together with the dependence on a small number of customers, led your board to conclude that an early disposal of this business was very much in the shareholders' interests. The disposal in May 2003 avoids any further exposure to this business and the board believes that the proceeds of sale delivers a reasonable return against asset values in the current environment. Group Profit and Loss Account Year ended 31 January 2003 2003 2002 restated £000 £000 Turnover 58,261 61,115 Operating loss (3,802) (6,542) Profit on sale of properties 175 320 Loss on disposal of operations (3,825) (140) Amounts written off investments (207) (237) Loss on ordinary activities before interest (7,659) (6,599) Net interest payable (504) (528) Other finance income 188 494 Loss on ordinary activities before taxation (7,975) (6,633) Tax on loss on ordinary activities 614 31 Loss on ordinary activities after taxation (7,361) (6,602) Dividends - - Deficit for the year (7,361) (6,602) Loss per share - Basic and diluted (13.04p) (11.69p) Dividend per ordinary share - - Consolidated Balance Sheet At 31 January 2003 2003 2002 restated £000 £000 Fixed assets Goodwill 969 1,454 Tangible assets 17,239 21,666 Investment in own shares 602 809 18,810 23,929 Current assets Asset held for resale 2,044 - Stocks 11,045 15,445 Debtors 12,162 15,091 Cash at bank and in hand 496 2,234 25,747 32,770 Creditors: amounts falling due within one year (18,577) (22,734) Net current assets 7,170 10,036 Total assets less current liabilities 25,980 33,965 Creditors: amounts falling due after more than one year (1,278) (2,445) Provisions for liabilities and charges (121) (456) Net assets excluding pension liability 24,581 31,064 Pension liability (11,839) (3,643) Net assets 12,742 27,421 Capital and reserves Share capital 590 590 Share premium account 457 457 Profit and loss account (28,812) (14,133) Other reserves 40,507 40,507 Equity shareholders' funds 12,742 27,421 Group Cash Flow Statement Year ended 31 January 2003 2003 2003 2002 2002 £000 £000 £000 £000 Net cash inflow/(outflow) from operating activities 2,289 (1,436) Returns on investment and servicing of finance Interest received 54 105 Interest paid (425) (338) Interest element of finance lease payments (150) (256) (521) (489) Taxation (138) 96 Capital expenditure Purchase of tangible fixed assets (1,208) (1,388) Proceeds from assets held for resale - 593 Proceeds from disposal of property 175 360 Proceeds from disposal of tangible fixed assets 25 22 (1,008) (413) Acquisitions and disposals Acquisitions of Strines Textiles and Brushstrokes in the (307) (575) prior year Net proceeds from disposal of operations 81 307 (226) (268) Equity dividends paid - (590) Cash inflow/(outflow) before use of liquid resources and 396 (3,100) financing Management of liquid resources - - Financing Proceeds from new loans - 624 Principal repayments of finance lease obligations (1,151) (1,063) Repayment of borrowings (1,225) (314) (2,376) (753) Decrease in cash (1,980) (3,853) Statement of Total Recognised Gains and Losses Year ended 31 January 2003 2003 2002 restated £000 £000 Loss for the financial year (7,361) (6,602) Actual less expected return on pension scheme assets (7,741) (5,838) Experienced losses arising on pension scheme liabilities (577) (44) Currency translation differences 181 (26) Total recognised gains and losses relating to the year (15,498) (12,510) Prior year adjustment (3,643) Total recognised losses since the last annual report (19,141) Reconciliation of Movements in Shareholders' Funds Year ended 31 January 2003 2003 2002 restated £000 £000 Loss for the financial year (7,361) (6,602) Dividends - - Deficit for the year (7,361) (6,602) Other recognised gains and losses relating to the year (8,137) (5,908) Goodwill previously set off to reserves in respect of the disposal of operations 819 - Net reduction to shareholders' funds (14,679) (12,510) Opening shareholders' funds (originally £31,064,000 before deducting prior year adjustment of £3,643,000) 27,421 39,931 Closing shareholders' funds 12,742 27,421 Notes to the accounts 1 SEGMENTAL ANALYSIS Turnover 2003 2002 (a) Classes of business £000 £000 Fabrics 35,417 34,978 Wallcoverings 19,328 23,382 Other 3,516 2,755 58,261 61,115 Non-interest bearing Turnover Loss before taxation operating net assets 2003 2002 2003 2002 2003 2002 restated restated (b) Geographical segments £000 £000 £000 £000 £000 £000 By origin: United Kingdom 46,188 49,357 (8,993) (7,032) 19,236 33,819 Continental Europe 5,827 5,350 576 275 1,043 1,181 North America 6,246 6,408 442 124 163 1,429 58,261 61,115 (7,975) (6,633) 20,442 36,429 Turnover 2003 2002 £000 £000 By destination: United Kingdom 40,335 43,011 Continental Europe 9,006 9,393 North America 8,292 8,002 Rest of the World 628 709 58,261 61,115 Non-interest bearing operating net assets are defined as tangible assets plus net current assets, but excluding cash, borrowings, tax and dividends. 2 ANALYSIS OF OPERATING LOSS 2003 2002 restated £000 £000 Turnover 58,261 61,115 Cost of sales (31,745) (34,949) Gross profit 26,516 26,166 Net operating expenses: Distribution costs (11,169) (11,172) Administrative expenses (19,198) (21,490) Other operating income/(costs) 49 (46) Operating loss (3,802) (6,542) 2 ANALYSIS OF OPERATING LOSS continued In the previous year, the operating loss included £2,600,000 of exceptional items. This comprised £1,183,000 for the costs of closing the Strines factory and transferring the business to the group's existing factory operated by Standfast including £480,000 of redundancy costs, £996,000 of further redundancies in the year, of which, £247,000 was paid to a past director as compensation for loss of office, £211,000 of professional fees in connection with the previously announced proposed offer for the company, £95,000 of costs resulting from moving the Anstey factory and £115,000 for the provision for vacant leasehold property. 3 PROFIT ON SALE OF PROPERTIES An additional £175,000 was received in the year, after achieving certain conditions regarding planning permission specified in the contract, for the disposal of the group's property in Anstey, Leicestershire. In the previous year, the property was sold for an initial consideration of £643,000, net of expenses, that generated an exceptional profit of £351,000. Later in that year the property in Cowling, West Yorkshire was sold for £360,000 net of expenses with a loss on disposal of £31,000. There is no tax effect on these disposals. 4 LOSS ON DISPOSAL OF OPERATIONS 2003 2002 £000 £000 a) Provision for impairment on assets included in the disposal of (3,507) - Riverside b) Loss on disposal of TWIL (204) - c) Loss on disposal of Warner Fabrics (14) (140) d) Provision against deferred consideration outstanding for the disposal (100) - of Cole & Sons (3,825) (140) a) On 20 May 2003, the trade and assets of the business trading as Riverside was sold for £2,801,000. The assets held at the balance sheet date have been impaired by the anticipated loss on disposal of £3,507,000. The loss comprises the following: £000 Impairment of goodwill (267) Recognition of goodwill previously set off to reserves (819) Plant and equipment - fully impaired (615) Additional stock provision (1,806) (3,507) b) On 24 January 2003, the trade and assets of Textile Wallcoverings International Limited (' TWIL') was sold for a consideration of £878,000, of which £81,000 had been received in cash by 31 January 2003. After accounting for related costs the exceptional loss on disposal was £204,000, of which £142,000 was provision against the recoverability of the deferred consideration. The deferred consideration is dependent on sales by TWIL over the three year period following completion and is payable quarterly. c) In the previous year, the trade and certain of the assets of the business trading as Warner Fabrics were sold. The proceeds were agreed at £453,000, of which £337,000 had been received in cash at 31 January 2002. After accounting for related costs the exceptional loss on disposal was £140,000. In the current year, £14,000 of this consideration has been waived. d) A further provision of £100,000 has been made against the deferred consideration that remains outstanding on the sale of Cole & Sons in a prior year. There is no tax effect on the disposals in either year due to capital losses brought forward from previous periods. The disposal of the Riverside business has not been classed as a discontinued operation owing to the date of completion, being more than three months since the balance sheet date. 5 AMOUNTS WRITTEN OFF INVESTMENTS The directors believe there is likely to be a shortfall between the cost of the shares held by the ESOP and anticipated future proceeds and have decided to recognise this shortfall with an amount of £207,000 written off in the year (2002: £237,000). 6 OTHER FINANCE INCOME 2003 2002 £'000 £'000 Expected return on pension scheme assets 2,256 2,504 Interest on pension scheme liabilities (2,068) (2,010) 188 494 7 TAXATION 2003 2002 £000 £000 UK corporation tax (credit)/charge at 30% (2002:30%) - current year - - - prior years (622) - Overseas taxation - current year 243 126 - prior years - (183) Total current tax (379) (57) Deferred tax - current year 11 32 - prior years (246) (6) Total deferred tax (235) 26 Tax on loss on ordinary activities (614) (31) The difference between the loss on ordinary activities at the corporation tax rate of 30% ruling in the UK and the actual current tax shown above is explained below: 2003 2002 restated £000 £000 Loss on ordinary activities before taxation (7,975) (6,633) Loss on ordinary activities multiplied by standard rate of corporation tax (2,393) (1,990) in the UK of 30% (2002: 30%) Adjustments in respect to prior years (622) (183) Expenses not deductible for tax purposes 1,178 220 Utilisation of prior year losses (52) (57) Capital allowances in excess of depreciation 229 (27) Losses not recognised 1,355 1,985 Other timing differences (74) (5) Total current tax (379) (57) 8 LOSS PER SHARE The basic loss per share and diluted loss per share are based on the loss on ordinary activities after taxation, amounting to £7,361,000 (2002: £6,602,000 loss) and the weighted average of 56,457,016 (2002: 56,457,016) ordinary shares in issue during the year. 9 DISPOSAL OF TEXTILE WALLCOVERINGS INTERNATIONAL LIMITED ('TWIL') On 24 January 2003, the group sold the trade and assets of the TWIL business. £000 Proceeds from sale 878 Provision against deferred consideration (142) Deferred proceeds (655) Net cash inflow 81 The disposal comprised the following: Stock 510 Debtors 278 788 Loss on disposal (204) Accrued professional fees and severance payments 124 Provision for impairment of fixed assets 28 Deferred proceeds (655) Net cash inflow 81 10 RECONCILIATION OF OPERATING LOSS TO NET CASH INFLOW/(OUTFLOW) FROM OPERATING ACTIVITIES 2002 2002 2003 2003 restated restated £000 £000 £000 £000 Operating loss (3,802) (6,542) Depreciation and amortisation 3,111 3,694 Difference between pension charge and 66 455 cash contributions Loss on disposal of fixed assets 2 20 Decrease/(increase) in stocks 2,136 (25) Decrease in debtors 3,253 2,009 Decrease in creditors (2,477) (1,047) 6,091 5,106 Net cash inflow/(outflow) from operating 2,289 (1,436) activities 11 ANALYSIS OF NET DEBT 1 February Other Exchange 31 January 2002 Cash flow movements movement 2003 £000 £000 £000 £000 £000 Cash at bank and in hand 2,234 (1,886) - 148 496 Overdrafts (5,707) (94) - 47 (5,754) (3,473) (1,980) - 195 (5,258) Debt due within one year (1,222) 1,222 (307) - (307) Debt due after one year (716) 3 307 1 (405) Finance leases (2,454) 1,151 - - (1,303) (4,392) 2,376 - 1 (2,015) (7,865) 396 - 196 (7,273) 12 RECONCILIATION OF NET CASH FLOW TO MOVEMENT IN NET DEBT 2003 2002 £'000 £'000 Decrease in cash in the period (1,980) (3,853) Decrease in debt and lease financing 2,376 753 Cash inflow/(outflow) from cash flows 396 (3,100) Exchange movement 196 (46) Movement in period 592 (3,146) Net debt at 1 February (7,865) (4,719) Net debt at 31 January (7,273) (7,865) 13 PENSIONS The group operates defined benefits and defined contribution schemes in the UK for all qualifying employees. The major scheme, Walker Greenbank Pension Plan, is of the defined benefit type and the assets of each of the schemes are held in separate trustee administered funds. In addition, there are defined benefit schemes for all qualifying employees of Abaris Holdings Limited and John O Borge a.s. The pension cost relating to the UK defined benefit schemes are assessed in accordance with the advice of an independent qualified actuary, Gissings Consultancy Services Limited, using the projected unit method. These schemes are subject to triennial actuarial reviews with the most recent ones having been at 6 April 2001 for both the major scheme and the Abaris Holdings Limited Pension Scheme. The John O Borge a.s scheme was valued in accordance with the Norwegian Financial Accounting Standard for Pension Benefits at 31 December 2002. These valuations were rolled forward to 31 January 2003 for the purposes of FRS 17 used in the disclosure below. The total pension cost charged in the year was £806,000 (2002: £909,000) of which the charge for the defined benefit pension schemes amounted to £491,000 (2002: £693,000) for current service. The amount charged for past service in the period was £nil (2002: £nil). Financial assumptions applied when valuing the defined benefit schemes 2003 2002 2001 Valuation method Projected Unit Projected Unit Projected Unit Discount rate 5.75% 5.75% 6.0% Inflation rate 2.5% 2.5% 2.75% Increase to deferred benefits during 2.5% 2.5% 2.75% deferment Increases to pensions in payment 2.5% 2.5% 2.75% Salary increases 2.5% 3.0% 3.25% Consolidated net (deficit)/surplus in the pension schemes and the expected rates of return 2003 2002 2001 Group Group Group £000 £000 £000 Equities 8.25% 16,686 7.9% 22,788 7.9% 25,451 Bonds 4.5% 9,930 5.5% 9,383 5.5% 10,479 Cash 3.75% 1,362 4% 1,341 4% 1,498 Total market value of assets 27,978 33,512 37,428 Present value of scheme (39,817) (37,155) (35,228) liabilities (Deficit)/surplus in the schemes (11,839) (3,643) 2,200 The deficit of £3,643,000 in 2002 exceeds the amount previously disclosed of £2,305,000 due to an error in the actuarial calculations relied upon when preparing the accounts. 13 PENSIONS continued Movement in (deficit)/surplus during the period 2003 2002 £'000 £'000 (Deficit)/surplus at beginning of period (3,643) 2,200 Movement in the period: Current service cost (491) (693) Contributions 425 238 Other finance income 188 494 Actuarial loss (8,318) (5,882) Deficit at end of period (11,839) (3,643) A deferred tax asset has not been offset against this potential liability because of carried forward tax losses that are not expected to be fully utilised in the foreseeable future. History of experience gains and losses 2003 2002 Difference between the expected and actual return on scheme assets Amount (£'000) (7,741) (5,838) Percentage of scheme assets 27.7% 17.4% Experience gains and losses on scheme liabilities Amount (£'000) (577) (44) Percentage of the present value of scheme liabilities 1.4% 0.1% Total amount recognised in statement of total recognised gains and losses Amount (£'000) (8,318) (5,882) Percentage of present value of scheme liabilities 20.9% 15.8% 14 POST BALANCE SHEET EVENT On 20 May 2003, the trade and assets of the group's business trading as Riverside was sold for £2,801,000 with an anticipated loss on disposal of £3,507,000 subject to final adjustments. This information is provided by RNS The company news service from the London Stock Exchange
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