RNS Number:4448T
SWP Group PLC
19 December 2003
SWP Group plc
Preliminary Reuslts for the year end 30 June 2003
CHAIRMAN'S STATEMENT
Corporate Review
The year under review was a particularly frustrating one for your Company.
Whilst significant progress was made in a number of important areas, other
factors had a negative effect on performance, the overall effect being a sharp
reduction in operating profit and a pre-tax loss which exceeded that recorded in
the previous year.
Whilst this outcome has to be viewed as another disappointment in what is now a
long run of unsatisfactory results, we continue to have faith in the future of
our businesses and believe that in due course they will deliver results which
will reward the patience of shareholders.
Meanwhile the combined effect of the losses of recent years, the various capital
investment programmes we have implemented throughout the Group and the increased
working capital requirements associated with Fullflow's expansion has stretched
our balance sheet to the point where we have no option but to take corrective
action.
Results
For the year to 30 June 2003 the Group recorded an overall loss of #714,000
(2002: loss of #640,000) on sales of #18,359,000 (2002: #16,347,000). Underlying
operating profit before exceptional items fell to just #52,000 (2002: #586,000)
and although interest rates were at their lowest levels for many years higher
levels of debt meant that finance costs increased to #544,000 (2002: #458,000).
Further exceptional operating costs of #225,000 (2002: #770,000) were incurred.
Review of Operations
The Group continues to operate through three principal subsidiaries each of
which is essentially a supplier of specialist products to the construction
industry. Fullflow Group, whose headquarters are in Sheffield, designs,
manufactures and installs rainwater management systems with an emphasis on
syphonic drainage systems for large buildings: it also distributes pipework and
custom-built fittings to a wide range of customers operating in the utilities
and general engineering industries. Crescent of Cambridge is based in St Ives
and is the UK's leading manufacturer of spiral and other specialist staircases.
DRC Polymer Products, which is based in Soham, Cambridgeshire, is a supplier of
polymer-based sheet materials for use in roofing and structural waterproofing
applications and other more specialised markets such as fireproofing and
soundproofing.
Fullflow Group
The year represented another significant step in the planned transition of
Fullflow from the leading player in the UK market for syphonic rainwater
drainage systems to the same status in the European market for rainwater
management systems as a whole.
Progress was achieved across the board. In the UK sales of syphonic systems
increased by 6% with a variety of large retail and warehouse units completed for
companies such as IKEA and ASDA and more complex projects carried out for
customers such as Tag Maclaren (Formula One testing facility in Surrey) and
Network Rail (St Pancras Station, London). During the year Fullflow managed to
secure the order for the new Terminal 5 Building at Heathrow Airport and this
will provide a good base load of work during the current financial year and
beyond.
In France syphonic sales increased by 34% to nearly #2.4 million which
represents a very considerable achievement for a business which was established
only some three years ago. Having obtained Avis Technique certification in 2001,
Fullflow's management team in France is working with the CSTB, the French
Building Regulations Authority, to secure additional certification which will
enable Fullflow to install roof drainage systems on buildings with valley
gutters as well as flat roofs.
A few weeks ago the French operation received its one hundredth order, this
particular one being for a huge Leclerc hypermarket in the Champagne region.
This will be the sixth Leclerc project to be undertaken by Fullflow in France.
During the year work was completed on a diverse range of projects such as the
EuroAirport at Mulhouse, a large Mercedes spare parts hub near Strasbourg and
the Peugeot Design Centre in Paris.
In Spain, the main focus of attention was the massive and prestigious Barajas
International Airport project near Madrid. We are very pleased to report that,
as Fullflow's involvement in the project draws to a conclusion, the rainwater
system has been installed in accordance with both the project timetable and the
Company's internal financial budget. Remarkably, Fullflow was the only British
sub-contractor involved in the project (albeit from a local Spanish operating
base) and everyone who has played a role in the successful fulfilment of
Fullflow's obligations can feel pride in what has been achieved.
There is no doubt that, through its successful involvement at Barajas, Fullflow
has created the best possible platform from which to expand throughout Spain and
already a number of substantial orders have been secured, two notable ones being
for the Palacio Congresos in La Rioja, famous of course as being Spain's
principal wine-growing region, and the new Airbus project in Toledo.
If there was a disappointment within the Fullflow Group it occurred at Plasflow,
the UK pipework and fittings specialist, where sales did not meet expectations
following the major investment in the Rotherham facility. However, we are at a
very early stage in the evolution of what was effectively a new start-up and we
remain of the view that there is considerable potential for the Company in this
area.
Overall therefore, we are pleased with the progress being achieved by our
principal subsidiary in its chosen markets. Unfortunately, however, the costs
involved in initiating and delivering this progress have increased at a rather
faster rate than sales with the result that operating profit for the year fell
by nearly 50%. This sort of setback is not unusual in a business which is
entering new markets and a recently completed review of Fullflow's cost
structure will produce some substantial savings going forward. Accordingly, we
are confident that in the months ahead Fullflow's profit margins will return to
the sort of levels which have been achieved in the past.
Crescent of Cambridge
Crescent suffered a year of frustration and disappointment. The new machines,
whose arrival had been eagerly anticipated, took longer than expected to bed in
at a time when demand on production was running at an unprecedented level.
Matters were exacerbated by operational difficulties encountered on a large
project in the London area and the result was that efficiency suffered and costs
escalated, particularly in areas such as overtime and remedial work.
Although matters improved somewhat in the second half of the year it took a
considerable time to resolve some of the earlier problems with the result that
the Company's performance during the year as a whole was seriously compromised.
Encouragingly however, sales reached record levels and with the productivity
gains from the new machines now coming through as expected, Crescent's
competitive edge has been sharpened, putting it in the best possible position to
maintain this positive trend.
As ever, Crescent staircases have been used in a wide variety of construction
projects all over the UK, ranging from new office and administration blocks for
use during the development of Heathrow Terminal 5 to the payment booths
incorporated in the new M6 Toll Road north of Birmingham. Residential developers
such as Bellway, Barratt and Westbury have also opted for Crescent products on
some of their developments and further afield export orders were received from
St Helena, Gibraltar and Dubai.
DRC Polymer Products
Once again DRC failed to meet our expectations and indeed those of its own
management. The optimism which we expressed in the interim report proved to have
been misplaced and sales fell sharply in the final quarter as a result of
sluggish conditions in some markets and slower than expected progress in other
areas. For the year as a whole sales were more than 10% below the level of the
previous year. Against this backdrop the fact that DRC's operating loss was
confined to a level below that of the previous year represented some sort of
achievement but not one that we are by any means proud of.
Nevertheless we continue to hold the view that the potential exists for a
profitable business to emerge and shareholder value to be created. We have
implemented a further reduction in the Company's overhead and although we are
understandably cautious about the short-term prospects of a reversal of DRC's
fortunes there are at least some encouraging signs.
In particular the fireproofing product which the Company developed in
conjunction with its distributor customer has been specified for the huge
Ceyhan-Baku oil pipeline project which has been the subject of much publicity in
recent months. Following the formal release of funding from the World Bank
construction work has now started and we estimate that DRC can expect to derive
sales of more than #1 million from this project alone. Even though this is a
relatively low-margin product the implications for the business as a whole are
clear.
In addition the soundproofing product which we referred to at some length in the
interim report has come through the testing process satisfactorily and we
understand that it has already been specified on at least two major projects. It
is now recognised that sales of this product are likely to be driven by
specifiers meaning that actual sales will take some while to build, but the
prospects for the medium to long term remain very positive.
More generally DRC's new business team continues to seek out new opportunities
and another new-generation material currently going through the development
pipeline appears to have considerable potential. If it does what we hope it will
do, this product, aimed at the water industry, would represent a significant
technological breakthrough and commercial success could follow fairly quickly.
Finance
We have flagged up in previous reports to shareholders the need for the Group to
repair its balance sheet, reduce its dependency on debt finance and provide the
wherewithal to drive future expansion. We are now in the process of finalising
our plans in this respect and a document outlining our proposals will be
despatched to shareholders in mid-January.
Litigation
The potential litigation referred to in last year's Annual Report and Accounts
did not materialise.
Fullflow Group is currently engaged in legal proceedings against its former
Scottish distributor in relation to a debt incurred in the normal course of
business. We have been advised that Fullflow has a strong case for recovery of
the monies due to it and have therefore made only a limited provision against
the possibility of non-payment.
Employees
The Group continues to be well served by its employees, many of whom work
tremendously hard in pursuit of the Group's objectives. On behalf of
shareholders we thank them for their efforts and commitment.
Current Trading
Trading in the first five months of the current financial year has been below
expectation. Sales at Fullflow have been lower than budget due largely to
project delays outwith the Company's control. At DRC the pattern has been mixed,
with progress in some areas being offset by lower than expected demand in
others. Crescent is trading broadly in line with expectations and has enjoyed
strong levels of order intake which should provide the basis of healthy sales
levels in the months ahead.
Future Prospects
Despite the disappointing trading performance of recent years and the slow start
to the current year, we continue to believe that the Group has a sound future.
Each of our businesses has the potential to deliver strong profits growth in the
months and years ahead. In particular, Fullflow remains on course to become a
significant player in the rainwater management industry and if it can cope with
the pressures associated with international expansion it has the potential to
become a highly successful and profitable operation. With its sophisticated new
machinery now up and running Crescent is better placed than it has been for many
years to enjoy the twin benefits which accrue from increased efficiency and
additional sales: and DRC is closer than ever to achieving the breakthrough
which will transform its profitability and produce the long-awaited payback on
the investment which we have made to support it.
Overall therefore we look forward to the future with a genuine belief that we
can recover from our recent disappointments and go on to deliver the returns
which we consider our shareholders are entitled to expect.
R M Muddimer
Chairman
19 December 2003
Consolidated Profit and Loss Account
Year ended 30 June 2003
2003 2002
Notes #'000 #'000
Turnover 2 18,359 16,347
Cost of sales (10,830) (9,445)
----------- -----------
Gross profit 7,529 6,902
-------------------------------- ----------- --- -----------
Administrative expenses before exceptional items (7,477) (6,316)
Exceptional items 3 (225) (770)
------------------------------ ---- ----------- --- -----------
Total administrative expenses (7,702) (7,086)
----------- -----------
-------------------------------- ----------- --- -----------
Operating loss before exceptional items 52 586
Exceptional items 3 (225) (770)
------------------------------ ---- ----------- --- -----------
Total operating loss (173) (184)
Interest receivable 3 2
Interest payable and similar charges (544) (458)
----------- -----------
Loss on ordinary activities before taxation 2 (714) (640)
Taxation on loss on ordinary activities - -
----------- -----------
Loss on ordinary activities after taxation being
loss for the financial year (714) (640)
=========== ===========
=========== ===========
Basic loss per share (pence) 4 (0.21)p (0.20)p
=========== ===========
Diluted loss per share (pence) 4 (0.21)p (0.20)p
=========== ===========
The results are wholly derived from continuing operations in both years.
Statement of Total Recognised Gains and Losses
Year ended 30 June 2003
The Group 2003 2002
#'000 #'000
Loss for the financial year (714) (640)
Revaluation of fixed assets 184 -
Goodwill written off - (158)
----------- -----------
Total losses recognised since last annual report (530) (798)
----------- -----------
Note of Historical Cost Profit and Losses
Year ended 30 June 2003
The Group 2003 2002
#'000 #'000
Reported loss on ordinary activities before (714) (640)
taxation
Difference between a historical cost depreciation
charge and
the actual depreciation charge of the year 17 18
calculated on the ----------- -----------
revalued amount
Historical cost loss on ordinary activities (697) (622)
before taxation =========== ===========
Historical cost loss for the financial year (697) (622)
=========== ===========
Reconciliation of Movements in Shareholders' Funds
Year ended 30 June 2003
The Group 2003 2002
#'000 #'000
Loss for the financial year (714) (640)
Revaluation adjustment re: Crescent of Cambridge 184 -
Goodwill written off - (158)
New share capital subscribed - 555
----------- -----------
Net decrease to shareholders' funds (530) (243)
Opening shareholders' funds 713 956
----------- -----------
Closing shareholders' funds 183 713
----------- -----------
Consolidated Balance Sheet
At 30 June 2003
2003 2002
#'000 #'000 #'000 #'000
Fixed assets
Intangible assets 29 42
Tangible assets 4,412 3,709
-------- --------
4,441 3,751
Current assets
Stocks 2,644 2,658
------------------------ -------- -------- -------- --------
Debtors falling due within one year 5,275 4,339
Debtors falling due after more than 199 263
one year -------- -------- -------- --------
------------------------
Total debtors 5,474 4,602
-------- --------
8,118 7,260
Creditors: amounts falling due
within one (9,653) (6,824)
year -------- --------
Net current (liabilities)/assets (1,535) 436
-------- --------
Total assets less current 2,906 4,187
liabilities ======== ========
Financed by: 2,926 3,677
Creditors: amounts falling due after
more than one year
Provision for liabilities and (203) (203)
charges
Capital and reserves
Called up share capital 6,827 6,827
Share premium account 1,295 1,295
Capital reserve 41 41
Revaluation reserve 691 524
Profit and loss account (8,671) (7,974)
-------- --------
Equity shareholders' funds 183 713
-------- --------
2,906 4,187
======== ========
The financial statements were approved by the Board of Directors on 18th
December 2003 and were signed on its behalf by
J.A.F. Walker
Director of Finance
Consolidated Cash Flow Statement
Year ended 30 June 2003
2003 2002
Notes #'000 #'000 #'000 #'000
Net cash inflow/(outflow) from
operating activities 4(a) 503 (207)
Returns on investments and
servicing of finance
Interest received 3 2
Bank and loan interest paid (433) (330)
Hire purchase interest (72) (48)
-------- --------
(502) (376)
Capital expenditure and financial
investment
Payments to acquire tangible fixed
assets (349) (981)
Payments to acquire intangible
fixed (2) (33)
assets
Receipts from sales of tangible
fixed 14 56
assets -------- --------
(337) (958)
-------- --------
Net cash outflow before financing (336) (1,541)
Financing
Issue of ordinary share capital - 397
Bank loans received - 4,000
Bank loan repayments (500) (3,500)
Capital element of finance lease
and (350) (256)
hire purchase payments -------- --------
(850) 641
-------- --------
Decrease in cash after financing 4 (b) (1,186) (900)
======== ========
Parent Company's Balance Sheet
At 30 June 2003
2003 2002
#'000 #'000 #'000 #'000
Fixed assets
Tangible assets 630 635
Investments 9,653 9,653
-------- --------
10,283 10,288
Current assets
Debtors 6,382 5,201
Creditors: amounts falling due within
one (6,229) (4,206)
year -------- --------
Net current assets 153 995
-------- --------
Total assets less current liabilities 10,436 11,283
-------- --------
Financed by: 2,250 3,150
Creditors: amounts falling due after
more than one year
Capital and reserves
Called up share capital 6,827 6,827
Share premium account 1,295 1,295
Profit and loss account 64 11
-------- --------
Equity shareholders' funds 8,186 8,133
-------- --------
10,436 11,283
======== ========
The financial statements were approved by the Board of Directors on 18th
December 2003 and signed on its behalf by
J.A.F. Walker
Director of Finance
Notes to the Financial Statements
1 ACCOUNTING POLICIES
Basis of preparation
The financial statements have been prepared in accordance with applicable
accounting standards and under the historical cost accounting rules modified to
include the revaluation of certain fixed assets.
The financial statements are prepared on a going concern basis which the
Directors believe to be appropriate for the following reasons. The Group meets
its day to day working capital requirements through an overdraft facility which
is repayable on demand and a loan facility. The Directors have prepared
projected cash flow information for the period ending six months from the date
of their approval of these financial statements. On the basis of this cash flow
information the Group and the Company are unable to make capital repayments in
relation to the existing debt. However, the Directors are in the final stages of
arranging an open offer of shares, which is subject to shareholder approval, in
January 2004 in order to provide additional capital. On the basis of receipt of
this capital the Directors believe that it is appropriate to prepare the
accounts on a going concern basis. However, there can be no certainty with
regard to obtaining this additional capital and the continuation of the bank
facilities.
The financial statements do not include any adjustments that would result from a
withdrawal of the banking facilities by the Group's bankers. Such adjustments
would include the revision of carrying values of balance sheet assets and
restatement of liabilities for any further provisions that may arise.
2. SEGMENTAL ANALYSIS BY CLASS OF BUSINESS
The analysis by class of business of the Group turnover, result before taxation
and net assets is set out below:
Turn-over 2003 Net Turn-over 2002 Net
Profit/ assets Profit/ assets
(loss) (loss)
before before
taxation taxation
#'000 #'000 #'000 #'000 #'000 #'000
Syphonic
drainage 11,843 362 1,539 9,907 696 1,865
Staircases 3,838 66 1,718 3,418 240 1,858
Polymer sheet
materials 2,678 (272) (115) 3,022 (284) 34
-------- -------- -------- -------- -------- --------
18,359 156 3,142 16,347 652 3,757
-------- --------
Operating
exceptional
costs (225) (770)
Other
charges/
liabilities (104) (2,959) (66) (3,044)
-------- --------
Loss before
interest (173) (184)
Net interest
payable (541) (456)
-------- --------
Loss before
taxation (714) (640)
-------- -------- -------- --------
Total net
assets 183 713
======== ========
The Group operates predominantly within the United Kingdom. The geographical
analysis of the Group's turnover by destination is as follows:-
2003 2002
#'000 #'000
United Kingdom 13,793 13,278
Europe 4,540 3,023
Africa and Middle East 26 46
------------ ------------
18,359 16,347
------------ ------------
3. EXCEPTIONAL ITEMS
Exceptional items comprise the following:
2003 2002
#'000 #'000
Direct costs and legal expenses in respect of
the litigation 172 442
with the principal vendor of DRC Holdings Ltd
Costs of settlement of claim against DRC
Polymer Products - 118
Ltd in respect of supply of roofing materials
in 1997
Abortive costs in respect of proposal expansion
of
Fullflow's new facility on land adjacent to its - 71
existing
units
Bank loan facility redemption fee - 139
Provision against debt assigned from subsidiary
company now 53 -
divested
---------- -----------
225 770
========== ===========
4. LOSS PER SHARE
The loss per share calculation for the year ended 30 June 2003 is based on the
weighted average of 341,319,198 (2002: 320,500,250) ordinary shares in issue
during the year and the loss of # 714,000 (2002: loss of #640,000).
The company's share options are not dilutive for loss per share calculations.
5. NOTES TO THE CONSOLIDATED CASH FLOW STATEMENT
(a) Reconciliation of operating profit to net cash inflow/(outflow) from
operating activities
2003 2002
#'000 #'000
Operating loss (173) (184)
Depreciation charges 583 433
Amortisation of trade names and patents 15 5
Profit on sale of tangible fixed assets (11) (35)
Decrease/(increase) in stocks 14 (912)
Increase in debtors (872) (486)
Increase in creditors 947 972
-------- --------
503 (207)
======== ========
(b) Reconciliation of net cash flow to movement in net debt
2003 2002
#'000 #'000
Decrease in cash in period (1,186) (900)
Cash outflow/(inflow) from increase in debt and lease
financing 850 (244)
-------- --------
Change in net debt resulting from cash flows (336) (1,144)
New finance leases (756) (240)
-------- --------
Movement in net debt in period (1,092) (1,384)
Net debt at 30 June 2002 (6,066) (4,682)
-------- --------
Net debt at 30 June 2003 (7,158) (6,066)
======== ========
(c) Analysis of net debt
At 30 Cash Non cash At 30 June
June changes 2003
2002 Flow
#'000 #'000 #'000 #'000
Overdrafts (1,749) (1,186) - (2,935)
Debt due within one
year (500) (500) - (1,000)
Debt due after one
year (3,500) 1,000 - (2,500)
Finance leases and
hire purchase (317) 350 (756) (723)
-------- -------- -------- ---------
Total (6,066) (336) (756) (7,158)
======== ======== ======== =========
6. DIVIDEND
The Directors are not recommending the payment of a dividend.
The 2003 figures have been abridged from the audited statutory accounts for the
year which will be posted to shareholders on 22nd December 2003. The figures for
2002 have been abridged from the audited statutory accounts for that year which
have been delivered to the Registrar of Companies. The reports of the auditor on
the statutory accounts were unqualified. Further copies of the accounts are
available from the Company's registered office at SWP Group plc, 4th Floor,
Bedford House, 3 Bedford Street, London WC2E 9HD.
For further information on enquiries please contact:
J.A.F. Walker
Director of Finance
Telephone 020 7379 7181
This information is provided by RNS
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