TIDMSWL

RNS Number : 8135R

Swallowfield PLC

05 March 2019

Swallowfield plc

("Swallowfield" or the "Group")

Interim results

Swallowfield plc, a market leader in the development, formulation, and supply of personal care and beauty products, including its own portfolio of brands, announces its interim results for the 28 weeks ended 12 January 2019

Financial highlights

-- Group revenue increased by 3.7% to GBP41.4m. Brands sales grew 1.3% to GBP12.5m, against a strong comparative H1 FY18. Strong volume recovery from Manufacturing sales with growth of 8.8%.

   --      Strong margin in Brands has continued despite a challenging external environment. 

-- Manufacturing margin in H1 has been significantly impacted by the continuing high level of material cost inflation and a weaker product mix. This will be mitigated by secured price increases in H2 (as previously announced) and a more positive product mix.

-- Underlying operating profit reduced to GBP1.6m, with a strong recovery anticipated in H2, driven by the above actions and cost base optimisation in our Manufacturing business.

   --      Significant reduction in net debt to GBP6.8m from year end GBP11.8m due to working capital normalisation. 
   --      Interim dividend increased by 7.5% to 2.15 pence. 
 
  GBPm unless otherwise stated                 2019           2018 
--------------------------------------  -----------------  --------- 
 
  Reported results (1) 
                                        -----------------  --------- 
  Revenue                                    GBP41.4m       GBP39.9m 
                                        -----------------  --------- 
  Underlying operating profit (1)            GBP1.63m       GBP3.40m 
                                        -----------------  --------- 
  Adjusted basic earnings per share 
   (1)                                         7.9p          13.7p 
                                        -----------------  --------- 
  Statutory results 
                                        -----------------  --------- 
  Revenue                                    GBP41.4m       GBP40.0m 
                                        -----------------  --------- 
  Operating profit before exceptional        GBP1.43m       GBP2.99m 
   items 
                                        -----------------  --------- 
  Basic earnings per share                     3.1p          13.1p 
                                        -----------------  --------- 
  Total dividend per share                          2.15p     2.0p 
                                        -----------------  --------- 
  Net debt                                   GBP6.8m        GBP7.0m 
                                        -----------------  --------- 
 

(1) Underlying operating profit is calculated before LTIP, amortisation of acquisition related intangibles, exceptional items and net borrowing costs. Adjusted earnings per share is calculated using operating profit before exceptional items and amortisation of acquisition related intangibles.

Operational highlights

-- Strong innovation and new product development (NPD) momentum has continued in Brands with new launches and re-stages across 3 'Drive' brands and 3 'Build' brands.

-- Focus on international and e-commerce distribution expansion in Brands, supported by further investment in organisational capability.

-- Manufacturing delivering significant year on year growth, fuelled by volume performance of new contracts, with further new business in the prestige sector secured for the second half.

-- Actions taken to streamline Manufacturing portfolio and optimise cost base, with strategic review to be concluded in H2.

Brendan Hynes, Non-executive Chairman, commented: "This first half year has been impacted by significant material cost inflation, as previously signalled in the Manufacturing segment of our business. Our Brands business continues to perform well against very strong comparatives. Actions have been taken to improve the margin performance of our Manufacturing business in the second half of the year and beyond. Swallowfield therefore remains well positioned to regain its positive growth momentum."

Tim Perman, Chief Executive, commented: "During my first eight months as CEO of Swallowfield plc, my focus has been working towards a consistently profitable Manufacturing business whilst continuing to invest in the development of our Brands business, which has continued to underpin the Group's profit margins. The prevailing market conditions require a clear strategic focus for the Group and with our strategy to accelerate Brands growth and to simplify Manufacturing we are confident in delivering further profitable growth."

 
  For further information please contact: 
 Swallowfield plc 
                             --------------------------  --------------- 
 Tim Perman                    Chief Executive Officer     01823 662 241 
                             --------------------------  --------------- 
 Matthew Gazzard               Group Finance Director      01823 662 241 
                             --------------------------  --------------- 
 Shaun Dobson / Jen Boorer     N+1 Singer                  0207 496 3000 
                             --------------------------  --------------- 
 Josh Royston / Sam Modlin     Alma PR                     07780 901979 
                             --------------------------  --------------- 
 

Note: This announcement contains information that was previously inside information for the purposes of Article 7 of regulation 596/2014 (MAR).

Business review

Group revenue growth in the period was 3.7% at GBP41.4m (2018: GBP39.9m). This was driven by 8.8% growth in our Manufacturing business and a modest level of growth in our Brands business.

At the start of the period the Group saw strong momentum in Brands with positive Christmas gifting sales. However, the pace of growth across the brand portfolio has since slowed due to lower UK consumer confidence and pressures within the retail environment. This has resulted in softening demand and retailer reductions in category space and promotional activity which has impacted our business. We have made good progress in growing International sales which underpins our belief that there is a significant opportunity for sustained international growth in Brands, a key strategic objective for the Group. Continued focus on supply chain efficiency and an improved sales mix has resulted in a continued strong gross margin, despite retail pressures.

Sales in our Manufacturing business recovered strongly during the period, reflecting robust volume demand from existing and new customers. The Manufacturing business continues to win new volumes and will see a good level of revenues for the balance of the year. The well signalled impact of continuing high input costs and lower margin mix resulted in lower gross margins for the period, particularly when compared to the prior year period which included the remaining contribution from a higher margin contract. As previously indicated, gross margins will significantly improve in H2 due to agreed price increases, and positive mix from new contract wins. In addition, the focus on cost base optimisation which will equate to annualised cost savings of GBP1.0m, will also contribute to a strong profit recovery in H2.

Overheads increased in line with sales in our Manufacturing business and increased slightly as a percentage of sales in our Brands business as a result of investment in organisational capability. However, it was predominantly the effect of the lower gross margins generated in our Manufacturing business that resulted in the Group making an underlying operating profit of GBP1.63m, down significantly versus the comparable period (2018: GBP3.40m). The high margin Brands division continues to represent the majority of operating profit.

The overall effective rate of Group taxation for the period was 19.0% (2018: 19.0%) of pre-tax profits. The current year tax charge reflects standard UK and the Czech Republic rates of taxation.

This resulted in adjusted earnings per share of 7.9p (2018: 13.7p).

Strategic Report

The prevailing market conditions require a clear strategic focus for the Group.

Our strategy is based on five key value drivers:

   --      Portfolio of international, national and exclusive Brands 
   --      Distribution expansion of Brands business 
   --      Simplified, profitable Manufacturing business 
   --      Category know-how: NPD, technical, formulation & regulatory expertise 
   --      Performance culture: commercial acumen, speed, responsiveness, flexibility. 

Our Brands business develops and markets a portfolio of personal care and beauty brands that are distributed across major retailers in the UK and internationally. The strategic priority for Brands is to accelerate sales and profit growth, organically and via earnings accretive acquisitions.

Our Manufacturing business formulates and manufactures personal care and beauty products for a customer base that includes many of the world's leading beauty brands. The strategic priority for Manufacturing is to streamline and simplify the business and actions are already underway in this regard.

The following summarises the progress made in each part of the business in this period.

Brands

   --      New product development executed at pace 
   --      Positive Christmas gift sales 
   --      3 'Drive' brands and 3 'Build' brands restaged with new graphics 
   --      Ecommerce development with increased focus on e-tailers 
   --      Positive progress with the development of new international strategy 
   --      Investment in organisational capability to strengthen team 

Manufacturing

   --      3 significant new contracts fully embedded with increased volumes 
   --      New margin accretive wins in prestige sector 

-- Price increases secured to mitigate cost price inflation (H2 impact); on track to deliver a more profitable performance from Manufacturing.

   --      Utilising all 3 European sites to maximise increasing customer demand 

-- Continuing to focus on R&D and innovation in areas of core capability particularly aerosols and hot pours

-- Actions to rationalise certain areas of the cost base taken in the period; strategic work underway with full review of structural footprint nearing completion

Net debt and cash flow

Net debt significantly decreased from a year-end position of GBP11.8m to GBP6.8m (2018: GBP7.0m). The key component to the reduction in debt has been the collection of year end debtors and the partial unwinding of material and component inventory which had strategically been bought ahead to secure supply.

Finance costs of GBP0.22m (2018: cost GBP0.18m) comprised interest expense of GBP0.15m (2018: GBP0.1m) plus a pension scheme notional finance charge of GBP0.07m (2018: charge GBP0.08m). Finance income is the receipt of GBP0.39m (2018: nil) dividend income from our investment holding in SCCTC.

Capital expenditure was GBP0.6m, in line with depreciation. We expect capital expenditure to remain ahead of depreciation for the full financial year as we continue to invest in key strategic development projects and in further line efficiency programs.

Defined benefit pension scheme

The defined benefit pension scheme underwent its last triennial valuation as of 5 April 2017. The deficit on a statutory funding basis was GBP2.6m and the Group has entered into a deficit recovery plan and schedule of contributions of GBP0.2m per annum.

For accounting purposes at 12 January 2019, the Group recognised under IAS19 'employee benefits', a deficit of GBP6.6m (June 2018: GBP4.5m). The Accounting Standards require the discount rate to be based on yields on high quality (usually AA-rated) corporate bonds of appropriate currency, taking into account the term of the relevant pension scheme's liabilities. Corporate bond indices are used as a proxy to determine the discount rate. At the reporting date, the yields on bonds of all types were slightly higher than they were at 30 June 2018. This has resulted in marginally higher discount rates being adopted for accounting purposes compared to last year, which has been coupled with a small increase in expectations of long term inflation, the combined effect leaving the fair value of the scheme liabilities increased, with a weak investment return performance decreasing the value of the schemes assets. This has translated into an increase in liability under the IAS19 methodology.

Dividends

The Board is pleased to announce that it has approved an interim dividend of 2.15 pence per share (2018: 2.0 pence). This dividend will be paid on 24 May 2019 to shareholders on the register on 3 May 2019.

The Directors' intention is to have a progressive dividend policy that aligns future dividend payments to the underlying earnings and cash flow of the business, taking in to account the gearing and the operational requirements of the business.

Outlook

There is clearly a considerable level of uncertainty in the current business environment and we expect consumer demand to remain subdued. We are confident that the strategic focus of the Group will enable us to deliver the best outcome for all stakeholders.

We expect the current pace of innovation and new product development to continue in Brands, accompanied by an enhanced focus on distribution in both the UK and internationally, which will help to mitigate the slowdown in retail demand in this business.

In our Manufacturing business, we expect a significant second half recovery given the visibility of the order book and as we benefit from the positive impact of pricing initiatives, product mix and cost base optimisation already implemented. We will also be finalising our strategic work, commenced in the period, to streamline the portfolio of activities in this segment of our business.

We are a market leader in our field with a strong and growing portfolio of owned brands, and whilst we are seeing the impact of the challenges faced in the wider environment, we are confident in a materially improved performance in the second half and believe results will be broadly in line with market expectations for the full year demonstrating profitable growth.

Group Statement of Comprehensive Income

 
 
                                               28 weeks   28 weeks ended      12 months 
                                                  ended                           ended 
                                            12 Jan 2019       6 Jan 2018   30 June 2018 
                                            (unaudited)      (unaudited)      (audited) 
 Continuing operations              Notes       GBP'000          GBP'000        GBP'000 
 
 Revenue                                2        41,441           39,962         73,945 
 Cost of sales                                 (34,239)         (32,012)       (60,253) 
---------------------------------  ------  ------------  ---------------  ------------- 
 Gross profit                                     7,202            7,950         13,692 
 Commercial and administrative 
  costs                                         (5,773)          (4,953)        (8,716) 
---------------------------------  ------  ------------  ---------------  ------------- 
 Operating profit before 
  exceptional items                               1,429            2,997          4,976 
 Exceptional items                      3         (869)             (25)          (279) 
---------------------------------  ------  ------------  ---------------  ------------- 
 Operating profit                                   560            2,972          4,697 
 Finance income                                     386                -            191 
 Finance costs                          4         (218)            (175)          (364) 
 Profit before taxation                             728            2,797          4,524 
 Taxation                                         (138)            (532)          (891) 
---------------------------------  ------  ------------  ---------------  ------------- 
 Profit after taxation                              590            2,265          3,633 
 Other comprehensive (loss) 
  / income for the period: 
 Re-measurement of defined 
  benefit liability                             (1,617)              407          1,403 
 Items that will be reclassified 
  subsequently to profit 
  or loss 
 Exchange differences on 
  translating foreign operations                   (50)               54             30 
 Gain on available for sale 
  financial assets                                  529              158            156 
 Other comprehensive (loss) 
  / income for the period                       (1,138)              619          1,589 
---------------------------------  ------  ------------  ---------------  ------------- 
 Total comprehensive (loss) 
  / income for the period                         (548)            2,884          5,222 
=================================  ======  ============  ===============  ============= 
 
 
 Profit attributable to: 
---------------------------------  ------  ------------  ---------------  ------------- 
 Equity shareholders                                537            2,205          3,542 
---------------------------------  ------  ------------  ---------------  ------------- 
 Non-controlling interests                           53               60             91 
 
 Total comprehensive (loss) 
  / income attributable to: 
---------------------------------  ------  ------------  ---------------  ------------- 
 Equity shareholders                              (601)            2,824          5,131 
---------------------------------  ------  ------------  ---------------  ------------- 
 Non-controlling interests                           53               60             91 
 
 
 Earnings per share 
 - basic                                5          3.1p            13.1p          20.9p 
  - diluted                             5          3.0p            12.7p          20.3p 
 
 Dividend 
 Paid in period (GBP'000)                           720              590            933 
  Paid in period (pence per 
   share)                                          4.2p             3.5p           5.5p 
 Proposed (GBP'000)                                 368              337            720 
  Proposed (pence per share)            6         2.15p             2.0p           4.2p 
 

Group Statement of Changes in Equity

 
                      Share      Share   Revaluation   Exchange      Pension       Retained   Non-controlling      Total 
                    Capital    Premium            of    Reserve   re-measurement   Earnings          interest     Equity 
                                          investment                 reserve 
                                             reserve 
 Group              GBP'000    GBP'000       GBP'000    GBP'000          GBP'000    GBP'000           GBP'000    GBP'000 
-----------------  --------  ---------  ------------  ---------  ---------------  ---------  ----------------  --------- 
 Balance as at 
  June 2018             857     11,987         1,247      (112)          (2,491)     15,455                79     27,022 
-----------------  --------  ---------  ------------  ---------  ---------------  ---------  ----------------  --------- 
 Dividends                -          -             -          -                -      (720)                 -      (720) 
 Non-controlling 
  interest                -          -             -          -                -          -                53         53 
 Share based 
  payments                -          -             -          -                -        143                 -        143 
 Transactions 
  with owners             -          -             -          -                -      (577)                53      (524) 
-----------------  --------  ---------  ------------  ---------  ---------------  ---------  ----------------  --------- 
 Profit for the 
  period                  -          -             -          -                -        537                 -        537 
 Other 
 comprehensive 
 income: 
 Re-measurement 
  of defined 
  benefit 
  liability               -          -             -          -          (1,617)          -                 -    (1,617) 
 Exchange 
  difference 
  on translating 
  foreign 
  operations              -          -             -       (50)                -          -                 -       (50) 
 Gain on 
  available 
  for sale 
  financial 
  assets                  -          -           529          -                -          -                 -        529 
 Total 
  comprehensive 
  income for the 
  year                    -          -           529       (50)          (1,617)        537                 -      (601) 
-----------------  --------  ---------  ------------  ---------  ---------------  ---------  ----------------  --------- 
 Balance as at 
  12 January 2019       857     11,987         1,776      (162)          (4,108)     15,415               132     25,897 
-----------------  --------  ---------  ------------  ---------  ---------------  ---------  ----------------  --------- 
 
 
 Balance as at 
  June 2017 as 
  restated                 844     11,744     1,091     (142)     (3,894)     12,749     18     22,410 
----------------------  ------  ---------  --------  --------  ----------  ---------  -----  --------- 
 Dividends                 -        -          -         -          -        (590)        -      (590) 
----------------------  ------  ---------  --------  --------  ----------  ---------  -----  --------- 
 Non-controlling 
  interest                 -        -          -         -          -          -         60         60 
 Share based payments      -        -          -         -          -          47         -         47 
 Transactions 
  with owners              -            -      -         -          -        (543)       60      (483) 
----------------------  ------  ---------  --------  --------  ----------  ---------  -----  --------- 
 Profit for the 
  period                   -        -          -         -          -        2,205        -      2,205 
 Other comprehensive 
  income: 
 Re-measurement 
  of defined benefit 
  liability                -        -          -         -         407         -          -        407 
 Exchange difference 
  on translating 
  foreign operations       -        -          -        54          -          -          -         54 
 Gain on available 
  for sale financial 
  assets                   -        -         158        -          -          -          -        158 
 Total comprehensive 
  income for the 
  year                     -        -         158       54         407       2,205        -      2,824 
----------------------  ------  ---------  --------  --------  ----------  ---------  -----  --------- 
 Balance as at 
  6 January 2018           844     11,744     1,249     (88)      (3,487)     14,411     78     24,751 
----------------------  ------  ---------  --------  --------  ----------  ---------  -----  --------- 
 
 
 Balance as at June 
  2017 as restated          844      11,744      1,091   (142)   (3,894)   12,749     18   22,410 
-------------------------  -------  ----------  ------  ------  --------  -------  -----  ------- 
 Dividends                    -          -         -       -        -      (933)    (30)    (963) 
 Issue of new shares           13         243      -       -        -        -         -      256 
 Non-controlling 
  interest                    -          -         -       -        -        -        91       91 
 Share based payments         -          -         -       -        -        97        -       97 
 Transactions with 
  owners                        13         243     -       -        -      (863)      61    (519) 
-------------------------  -------  ----------  ------  ------  --------  -------  -----  ------- 
 Profit for the year          -          -         -       -        -      3,542       -    3,542 
 Other comprehensive 
  income: 
 Re-measurement of 
  defined benefit 
  liability                   -          -         -       -      1,403      -         -    1,403 
 Exchange difference 
  on translating foreign 
  operations                  -          -         -      30        -        -         -       30 
 Gain on available 
  for sale financial 
  assets                      -          -        156      -        -        -         -      156 
 Total comprehensive 
  income for the year         -          -        156     30      1,403    3,542       -    5,131 
-------------------------  -------  ----------  ------  ------  --------  -------  -----  ------- 
 Balance as at June 
  2018                      857      11,987      1,247   (112)   (2,491)   15,455     79   27,022 
-------------------------  -------  ----------  ------  ------  --------  -------  -----  ------- 
 

Group Statement of Financial Position

 
                                                As at         As at          As at 
                                          12 Jan 2019    6 Jan 2018   30 June 2018 
                                          (unaudited)   (unaudited)      (audited) 
                                  Notes       GBP'000       GBP'000        GBP'000 
                                                           restated 
 ASSETS 
 Non-current assets 
 Property, plant and equipment                 11,257        11,491         11,438 
 Intangible assets                             12,575         9,387         12,707 
 Deferred tax assets                            1,138           666            803 
 Investments                                    1,920         1,442          1,391 
-------------------------------  ------  ------------  ------------  ------------- 
 Total non-current assets                      26,890        22,986         26,339 
-------------------------------  ------  ------------  ------------  ------------- 
 Current assets 
 Inventories                                   15,150        13,537         13,825 
 Trade and other receivables                   14,792        17,325         19,283 
 Cash and cash equivalents                      1,747           425            934 
 Current tax receivable                           508            70            109 
-------------------------------  ------  ------------  ------------  ------------- 
 Total current assets                          32,197        31,357         34,151 
-------------------------------  ------  ------------  ------------  ------------- 
 Total assets                                  59,087        54,343         60,490 
-------------------------------  ------  ------------  ------------  ------------- 
 
 LIABILITIES 
 Current liabilities 
 Trade and other payables                      21,409        21,521         23,709 
 Interest-bearing loans 
  and borrowings                                1,140           541          1,127 
 Current tax payable                              994           552            503 
-------------------------------  ------  ------------  ------------  ------------- 
 Total current liabilities                     23,543        22,614         25,339 
-------------------------------  ------  ------------  ------------  ------------- 
 Non-current liabilities 
 Interest-bearing loans 
  and borrowings                                2,623         1,242          3,230 
 Post-retirement benefit 
  obligations                         8         6,614         5,665          4,489 
 Deferred tax liabilities                         410            71            410 
 Total non-current liabilities                  9,647         6,978          8,129 
-------------------------------  ------  ------------  ------------  ------------- 
 Total liabilities                             33,190        29,592         33,468 
-------------------------------  ------  ------------  ------------  ------------- 
 Net assets                                    25,897        24,751         27,022 
-------------------------------  ------  ------------  ------------  ------------- 
 
 EQUITY 
 Share capital                                    857           844            857 
 Share premium                                 11,987        11,744         11,987 
 Revaluation of investment 
  reserve                                       1,777         1,249          1,247 
 Exchange reserve                               (163)          (88)          (112) 
 Re-measurement of defined 
  benefit liability                           (4,108)       (3,487)        (2,491) 
 Retained earnings                             15,415        14,411         15,455 
-------------------------------  ------  ------------  ------------  ------------- 
 Total equity                                  25,765        24,673         26,943 
-------------------------------  ------  ------------  ------------  ------------- 
 Non-controlling interest                         132            78             79 
-------------------------------  ------  ------------  ------------  ------------- 
 Total equity                                  25,897        24,751         27,022 
-------------------------------  ------  ------------  ------------  ------------- 
 

Group Cash Flow Statement

 
                                            28 weeks      28 weeks               12 months 
                                               ended         ended                   ended 
                                         12 Jan 2019    6 Jan 2018            30 June 2018 
                                         (unaudited)   (unaudited)               (audited) 
                                             GBP'000       GBP'000                 GBP'000 
 Cash flow from operating activities 
 Profit before taxation                          728         2,797                   4,524 
 Depreciation                                    667           651                   1,283 
 Amortisation                                    154           122                     583 
 Finance income                                (386)             -                   (191) 
 Finance cost                                    218           175                     364 
 (Increase) in inventories                   (1,325)       (2,107)                 (2,395) 
 Decrease / (increase) in trade 
  and other receivables                        3,757         (540)                 (2,648) 
 Increase in trade payables                      808           211                   1,298 
 Increase / (decrease) in other 
  payables                                     1,912         (521)                   (354) 
 (Decrease) in share-based 
  payments provision                           (158)          (48)                 (1,666) 
 Contributions to defined benefit 
  plan                                         (175)          (54)                   (108) 
 Cash generated from operations                6,200           686                     690 
--------------------------------------  ------------  ------------  ---------------------- 
 Finance expense paid                          (153)          (97)                   (209) 
 Taxation paid                                 (202)         (321)                   (762) 
--------------------------------------  ------------  ------------  ---------------------- 
 Net cash flow from operating 
  activities                                   5,845           268                   (281) 
--------------------------------------  ------------  ------------  ---------------------- 
 Cash flow from investing activities 
 Dividend income received                        386             -                     191 
 Purchase of property, plant 
  and equipment                                (639)       (1,067)                 (1,631) 
 Purchase of intangibles                        (23)          (18)                 (3,850) 
 Purchase of subsidiary                            -       (1,925)                 (1,850) 
 Sale of property, plant and                     154             -                       - 
  equipment 
 Net cash flow from investing 
  activities                                   (122)       (3,010)                 (7,140) 
--------------------------------------  ------------  ------------  ---------------------- 
 Cash flow from financing activities 
 (Repayment) / proceeds of 
  invoice discounting facility               (3,596)            10                   2,741 
 Proceeds from new loan                            -             -                   3,000 
 Issue of new share capital                        -             -                     256 
 Repayment of loans                            (594)         (310)                   (736) 
 Dividends paid                                (720)         (590)                   (963) 
--------------------------------------  ------------  ------------  ---------------------- 
 Net cash flow from financing 
  activities                                 (4,910)         (890)                   4,298 
--------------------------------------  ------------  ------------  ---------------------- 
 Net increase / (decrease) 
  in cash and cash equivalents                   813       (3,632)                 (3,123) 
 Cash and cash equivalents 
  at beginning of period                         934         4,057                   4,057 
--------------------------------------  ------------  ------------  ---------------------- 
 Cash and cash equivalents 
  at end of period                             1,747           425                     934 
--------------------------------------  ------------  ------------  ---------------------- 
 

Notes to the Accounts

Note 1 Basis of preparation

The Group has prepared its interim results for the 28-week period ended 12 January 2019 in accordance with the recognition and measurement principles of International Financial Reporting Standards (IFRS) as adopted by the European Union and also in accordance with the recognition and measurement principles of IFRS issued by the International Accounting Standards Board.

The Directors have considered trading and cash flow forecasts prepared for the Group, and based on these, and the confirmed banking facilities, are satisfied that the Group will continue to be able to meet its liabilities as they fall due for at least one year from the date of approval of the Interim Report. On this basis, they consider it appropriate to adopt the going concern basis in the preparation of these accounts.

As permitted, this interim report has been prepared in accordance with the AIM rules and not in accordance with IAS34 'Interim Financial Reporting'.

These interim financial statements do not constitute full statutory accounts within the meaning of section 434 of the Companies Act 2006 and are unaudited. The unaudited interim financial statements were approved by the Board of Directors on 27 February 2019.

The consolidated financial statements are prepared under the historical cost convention as modified to include the revaluation of certain non-current assets. The accounting policies used in the interim financial statements are consistent with IFRS and those which will be adopted in the preparation of the Group's Annual Report and Financial Statements for the year ended June 2019.

The statutory accounts for the year ended June 2018, which were prepared under IFRS, have been filed with the Registrar of Companies. These statutory accounts carried an unqualified Auditors Report and did not contain a statement under Section 498(2) or 498(3) of the Companies Act 2006.

Note 2 Segmental analysis

The Group is a market leader in the development, formulation, and supply of personal care and beauty products.

The reportable segments of the Group are aggregated as follows:

-- Brands - we leverage our skilled resources to develop and market a growing portfolio of Swallowfield owned and managed brands. These include organically developed Bagsy, MR. and Tru, plus the acquisitions of The Real Shaving Company (in 2015), the portfolio of brands included in The Brand Architekts acquisition (in 2016) and the latest acquisition 'Fish'.

-- Manufacturing - the development, formulation and production of quality products for many of the world's leading personal care and beauty brands.

-- Eliminations and Central Costs - other Group-wide activities and expenses, including defined benefit pension costs (closed defined benefit scheme), LTIP expenses, amortisation of acquisition-related intangibles, interest, taxation and eliminations of intersegment items, are presented within 'Eliminations and central costs'.

This is the basis on which the Group presents its operating results to the Board of Directors, which is considered to be the CODM for the purposes of IFRS 8.

   a)   Principal measures of profit and loss - Income Statement segmental information: 
 
                     28 weeks ended 12 January 2019                                 28 weeks ended 6 January 2018 
                         Brands   Manufacturing   Eliminations     Total    Brands   Manufacturing   Eliminations     Total 
                                                   and Central                                        and Central 
                                                         Costs                                              Costs 
                        GBP'000         GBP'000        GBP'000   GBP'000   GBP'000         GBP'000        GBP'000   GBP'000 
---------------------  --------  --------------  -------------  --------  --------  --------------  -------------  -------- 
 UK revenue              10,055          19,915              -    29,970    10,111          17,734              -    27,845 
 
 International 
  revenue                 2,360           9,111              -    11,471     2,186           9,931              -    12,117 
---------------------  --------  --------------  -------------  --------  --------  --------------  -------------  -------- 
 
 Revenue - External      12,415          29,026              -    41,441    12,297          27,665              -    39,962 
 
 Revenue - Internal          36           2,214        (2,250)         -         -           1,037        (1,037)         - 
---------------------  --------  --------------  -------------  --------  --------  --------------  -------------  -------- 
 Total revenue           12,451          31,240        (2,250)    41,441    12,297          28,702        (1,037)    39,962 
---------------------  --------                  -------------            --------                  ------------- 
 
 Underlying 
  operating 
  profit/(loss)           2,580             230        (1,180)     1,630     2,575           1,918        (1,089)     3,404 
---------------------  --------  --------------  -------------  --------  --------  --------------  -------------  -------- 
 Charge for 
  share based 
  payments                    -               -           (67)      (67)         -               -          (307)     (307) 
 Amortisation 
  of 
  acquisition-related 
  intangibles                 -               -          (133)     (133)         -               -          (100)     (100) 
 Exceptional 
  costs                       -               -          (869)     (869)         -               -           (25)      (25) 
 Net borrowing 
  income / (costs)            -               -            168       168         -               -          (175)     (175) 
---------------------  --------  --------------  -------------  --------  --------  --------------  -------------  -------- 
 Profit/(loss) 
  before taxation         2,580             230        (2,082)       728     2,575           1,918        (1,696)     2,797 
---------------------  --------  --------------  -------------  --------  --------  --------------  -------------  -------- 
 Tax charge                   -               -          (138)     (138)         -               -          (532)     (532) 
---------------------  --------  --------------  -------------  --------  --------  --------------  -------------  -------- 
 Profit/(loss) 
  for the period          2,580             230        (2,220)       590     2,575           1,918        (2,228)     2,265 
---------------------  --------  --------------  -------------  --------  --------  --------------  -------------  -------- 
 

The segmental Income Statement disclosures are measured in accordance with the Group's accounting policies as set out in note 1.

Inter segment revenue earned by Manufacturing from sales to Brands is determined on normal commercial trading terms as if Brands were any other third party customer.

All defined benefit pension costs and LTIP expenses are recognised for internal reporting to the CODM as part of Group-wide activities and are included within 'Eliminations and central costs' above. Other costs, such as Group insurance and auditors' remuneration which are incurred on a Group-wide basis are recharged by the head office to segments on a reasonable and consistent basis for all periods presented and are included within segment results above.

b) Other Income Statement segmental information

The following additional items are included in the measures of profit and loss reported to the CODM and are included within (a) above:

 
 28 weeks ended 12 January 2019     Brands   Manufacturing   Eliminations     Total 
                                                              and Central 
                                                                    Costs 
                                   GBP'000         GBP'000        GBP'000   GBP'000 
--------------------------------  --------  --------------  -------------  -------- 
 Depreciation                            6             661              -       667 
 Amortisation                            -              21            133       154 
 
 

c) Principal measures of assets and liabilities

The Groups assets and liabilities are managed centrally by the CODM and consequently there is no reconciliation between the Group's assets per the statement of financial position and the segment assets.

d) Additional entity-wide disclosures

The distribution of the Group's external revenue by destination is shown below:

 
 Geographical segments             28 weeks ended   28 weeks ended      12 months 
                                                                            ended 
                                      12 Jan 2019       6 Jan 2018   30 June 2018 
                                      (unaudited)      (unaudited)      (audited) 
                                          GBP'000          GBP'000        GBP'000 
                                  ---------------  ---------------  ------------- 
 UK                                        29,970           27,845         51,284 
 Other European Union countries             7,956            9,156         16,891 
 Rest of the World                          3,515            2,961          5,770 
                                  ---------------  ---------------  ------------- 
                                           41,441           39,962         73,945 
                                  ---------------  ---------------  ------------- 
 

In the 28 weeks ended 12 January 2019, the Group had two customers that exceeded 10% of total revenues, being 13.3% and 10.3% respectively. In the 28 weeks ended 6 January 2018, the Group had two customers that exceeded 10% of total revenues, being 12.7% and 10.4% respectively.

Note 3 Exceptional items

There was an exceptional items charge for the period ended 12 January 2019 of GBP0.9m. A structured redundancy program was executed during the first half of the financial year in our manufacturing business with related costs of GBP0.6m. A provision of GBP0.3m has been made in respect to the GMP equalisation on the Group's DB Pension scheme.

The prior year exceptional items charge represents the applicable proportion of the consolidated loss for the Sterling Shave Club Ltd. This investment was written off in the full year to 30 June 2018.

 
  Note 4 Finance costs            28 weeks ended   28 weeks ended      12 months 
                                                                           ended 
                                     12 Jan 2019       6 Jan 2018   30 June 2018 
                                     (unaudited)      (unaudited)      (audited) 
                                         GBP'000          GBP'000        GBP'000 
                                 ---------------  ---------------  ------------- 
 
 Finance costs 
 Bank loans and overdrafts                   153               97            212 
 Notional pension scheme costs                65               78            152 
                                 ---------------  ---------------  ------------- 
                                             218              175            364 
                                 ---------------  ---------------  ------------- 
 
 
  Note 5 Earnings per share         28 weeks ended   28 weeks ended      12 months 
                                                                             ended 
                                       12 Jan 2019       6 Jan 2018   30 June 2018 
                                       (unaudited)      (unaudited)      (audited) 
                                   ---------------  ---------------  ------------- 
 
 Basic and diluted 
 Profit for the period (GBP'000)               537            2,205          3,542 
 Basic weighted average number 
  of 
 ordinary shares in issue during 
  the period                            17,135,542       16,865,401     16,934,762 
 Diluted number of shares               17,659,183       17,413,330     17,454,505 
 Basic earnings per share                     3.1p            13.1p          20.9p 
---------------------------------  ---------------  ---------------  ------------- 
 Diluted earnings per share                   3.0p            12.7p          20.3p 
---------------------------------  ---------------  ---------------  ------------- 
 

Basic earnings per share has been calculated by dividing the profit for each financial period by the weighted average number of ordinary shares in issue in the period. There is a difference at 6 January 2018 between the basic net earnings per share and the diluted net earnings per share due to the LTIP share options awarded to June 2017, to give a total of 547,929 share options. The difference at 12 January 2019 includes the net LTIP share options awarded to June 2018, to give a total of 523,641 share options that could be issued.

Adjusted earnings per share

 
 Profit for the period (GBP'000)                             537                      2,205        3,542 
 Add back: Exceptional items                                 869                         25          279 
 Add back: Amortisation of Acquisition 
  Related Intangibles                                        133                        100          197 
 Notional tax charge on above 
  items                                                    (190)                       (24)         (90) 
---------------------------------------  -----------------------  -------------------------  ----------- 
 Adjusted profit before exceptional 
  items                                                    1,349                      2,306        3,928 
---------------------------------------  -----------------------  -------------------------  ----------- 
 Basic weighted average number 
  of 
 ordinary shares in issue during 
  the period                                          17,135,542                 16,865,401   16,934,762 
 Diluted number of shares                             17,659,183                 17,413,330   17,454,505 
---------------------------------------  -----------------------  -------------------------  ----------- 
 Adjusted basic earnings per 
  share                                                     7.9p                      13.7p        23.2p 
---------------------------------------  -----------------------  -------------------------  ----------- 
 Adjusted diluted earnings per 
  share                                                     7.6p                      13.2p        22.2p 
---------------------------------------  -----------------------  -------------------------  ----------- 
 

Adjusted earnings per share has been calculated by dividing the adjusted profit (after allowing for the notional tax charge on exceptional items) by the weighted average number of shares in issue in the period. There is a difference at 6 January 2018 between the basic net earnings per share and the diluted net earnings per share due to the LTIP share options awarded to June 2017, to give a total of 547,929 share options. The difference at 12 January 2019 includes the net LTIP share options awarded to June 2018, to give a total of 523,641 share options that could be issued.

Note 6 Dividends

The Directors have declared an interim dividend payment of 2.15p per share (2018: Interim: 2.0p; Final: 4.2p).

Note 7 Reconciliation of cash and cash equivalents to movement in net debt

 
                                      28 weeks ended   28 weeks ended      12 months 
                                                                               ended 
                                         12 Jan 2019       6 Jan 2018   30 June 2018 
                                         (unaudited)      (unaudited)      (audited) 
                                            GBP000's         GBP000's       GBP000's 
                                     ---------------  ---------------  ------------- 
 
 Increase / (decrease) in cash 
  and cash equivalents in the 
  period                                         813          (3,632)        (3,123) 
 Net cash outflow / (inflow) 
  from decrease / (increase) in 
  borrowings                                   4,190              300        (5,005) 
-----------------------------------  ---------------  ---------------  ------------- 
 Change in net debt resulting 
  from cash flows                              5,003          (3,332)        (8,128) 
 Net debt at the beginning of 
  the period                                (11,769)          (3,641)        (3,641) 
-----------------------------------  ---------------  ---------------  ------------- 
 Net debt at the end of the period           (6,766)          (6,973)       (11,769) 
-----------------------------------  ---------------  ---------------  ------------- 
 

Note 8 IAS 19 'Employee Benefits'

Expected future cash flows to and from the Scheme:

The Scheme is subject to the scheme funding requirements outlined in UK legislation. The last scheme funding valuation of the Scheme was as at 5 April 2017 and revealed a funding deficit of GBP2.6m. The liabilities of the Scheme are based on the current value of expected benefit payment cash flows to members of the Scheme over the next 60 to 80 years. The average duration of the liabilities is approximately 20 years.

In accordance with the schedule of contributions dated 4 September 2018, the Company is expected to pay contributions to the Scheme to make good any shortfalls in funding and has agreed to pay GBP0.2m per annum. Contributions will subsequently increase from FY24 to a sufficient level to eliminate the deficit over the established 10 year recovery period. The magnitude of such payments will be reviewed following the next scheme funding valuation as at April 2020.

In addition, the Company has agreed to meet the cost of administrative expenses and Pension Protection Fund insurance premiums for the Scheme.

Payments made by the Company to the Scheme and in respect of Scheme liabilities were:

 
                                    28 weeks ended    28 weeks ended   12 months ended 
                                   12 January 2019    6 January 2018      30 June 2018 
                                          GBP000's          GBP000's          GBP000's 
                                 -----------------  ----------------  ---------------- 
 Company pension contributions                   -                 -                 - 
 Deficit recovery payments                     175                54               108 
 Scheme administrative 
  expenses                                      92                51               171 
 Pension Protection Fund 
  premium                                      108               222               222 
-------------------------------  -----------------  ----------------  ---------------- 
 Total                                         375               327               501 
-------------------------------  -----------------  ----------------  ---------------- 
 

The amounts expensed in the Group Statement of Comprehensive Income were:

 
                                    28 weeks ended    28 weeks ended   12 months ended 
                                   12 January 2019    6 January 2018      30 June 2018 
                                          GBP000's          GBP000's          GBP000's 
                                 -----------------  ----------------  ---------------- 
 In Operating profit: 
 Company pension contributions                   -                 -                 - 
 Scheme administrative 
  expenses                                      96                88               171 
 Pension Protection Fund 
  premium                                       58               119               222 
 GMP Equalisation                              288                 -                 - 
                                 -----------------  ----------------  ---------------- 
                                               442               207               393 
 In Finance costs: 
 Unwinding of notional 
  discount factor                               65                78               155 
-------------------------------  -----------------  ----------------  ---------------- 
 Total                                         507               285               548 
-------------------------------  -----------------  ----------------  ---------------- 
 

IAS 19 requires a separate valuation of the Scheme on a different basis to the funding valuation referred to above.

The effects of the application of IAS19 on the statement of financial position at 12 January 2019 are:

 
                                                12 January 
                                                      2019 
                                                  GBP000's 
                                               ----------- 
 Increase in net pension and other benefit 
  obligations                                      (2,125) 
 Reduction in deferred tax                             361 
 Reduction in equity                                 1,764 
---------------------------------------------  ----------- 
 

The Accounting Standards require the discount rate to be based on yields on high quality (usually AA-rated) corporate bonds of appropriate currency, taking into account the term of the relevant pension scheme's liabilities. Corporate bond indices are often used as a proxy to determine the discount rate. At the reporting date, the yields on bonds of all types were higher than they were at June 2018. This has resulted in marginally higher discount rates being adopted for accounting purposes compared to last year, which has been coupled with a small increase in expectations of long term inflation, the combined effect leaving the fair value of the scheme liabilities increased, with a weak investment return performance decreasing the value of the schemes assets. This has translated into an increase in liability under the IAS19 methodology.

The key assumptions used were:

 
                            As at 12 January   As at 6 January   As at 30 June 
                                        2019              2018            2018 
                           -----------------  ----------------  -------------- 
 Discount Rate                         3.05%             2.60%           2.80% 
 Rate of inflation (RPI)               3.20%             3.10%           3.00% 
 Rate of inflation (CPI)               2.10%             2.10%           2.00% 
 

The amounts recognised in the Group statement of financial position were:

 
                                As at 12 January   As at 6 January   As at 30 June 
                                            2019              2018            2018 
                                        GBP000's          GBP000's        GBP000's 
                               -----------------  ----------------  -------------- 
 Present value of funded 
  obligations                           (29,065)          (29,471)        (27,502) 
 Fair value of scheme assets              22,451            23,806          23,013 
-----------------------------  -----------------  ----------------  -------------- 
 (Deficit)                               (6,614)           (5,665)         (4,489) 
-----------------------------  -----------------  ----------------  -------------- 
 

Note 9 Announcement of results

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 and on the Company's website.

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.

END

IR CKQDPDBKBONK

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March 05, 2019 02:01 ET (07:01 GMT)

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