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Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
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Premier Direct | LSE:PDR | London | Ordinary Share | GB00B0S2Q322 | ORD 1P |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 16.50 | 0.00 | 01:00:00 |
Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
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0 | 0 | N/A | 0 |
RNS Number:6766F Premier Direct Group PLC 15 October 2007 PDG.L PREMIER DIRECT GROUP PLC Final Results for the year ended 31 July 2007 Premier Direct Group Plc ("PDG" or "the Group"), the national shopping-at-work company based in Newcastle, today announces its final results. The results for the year have been prepared under International Financial Reporting Standards as adopted by the EU("IFRS") and comparative figures for 2006 have been restated to comply with these standards and adjustments to the revenue recognition accounting policy. KEY POINTS Year to Year to Year to 31 July 31 July 31 July 2007 2006 2006 IFRS IFRS UK GAAP Revenue #21.2m #25.5m #23.1m Operating profit before charging one off costs & goodwill amortisation #1.5m #1.9m #0.9m Operating profit / (loss) #1.1m (#2.4m) (#3.6m) Profit / (loss) before taxation #0.5m (#3.0m) (#4.1m) Earnings / (loss) per share 2.9p (12.2p) (14.0p) * Revenue reduction year on year in line with expectations * Sales per distributor increased by 5% * Steady growth in distributor numbers up to 540 * H2 showed a 5% increase in revenue over prior year * Continued profit generation into H2 * Further growth in Oriflame profits * Additional overhead reductions * Net debt reduction of #0.5 to #6.1 million * Final dividend proposed of 1p per share Commenting, Eric McClenaghan, Chief Executive said: "The Board remains committed to its strategy of controlled growth in the distributor network whilst offering the best earning opportunity in the sector. To this end, the Board has continued to implement measures with a view to steadily improving the performance of the business. Although it is relatively early in the Christmas sales season, the Board is confident that our product offering is as strong as it has been for some time and that our distributors are well motivated. Further, with the anticipated sustainable growth in distributor numbers, we expect improved trading in the first half over 2006." Contacts Premier Direct Group 0191 497 4100 Eric McClenaghan, Chief Executive Christine Stobbs , Finance Director and Company Secretary KBC Peel Hunt (Nominated Adviser and Broker) 020 7418 8900 David Anderson Oliver Stratton Press Enquiries: Biddicks 020 7448 1000 Zoe Biddick CHAIRMAN'S AND CHIEF EXECUTIVE'S STATEMENT Introduction Premier Direct Group Plc ("PDG"), the national shopping-at-work company, announces its results for the year ended 31 July 2007. These are the first financial statements prepared by the Group in accordance with IFRS. Further comment on this is included in the financial review section of this statement. The Directors are pleased to confirm that the Group has continued to trade profitably during the seasonally slower second half of the year. On total revenue of #21.2 million (2006: #25.5 million), the Group achieved an operating profit of #1.5 million (2006: #1.9 million) before one off costs. After charging one off costs of #0.4 million (2006: #4.3 million) and interest of #0.6 million (2006: #0.6 million), the pre tax profit of #0.5 million (2006: loss of #3.0 million) was in line with the Board's expectations. As anticipated at the time of our trading statement in August, given the encouraging performance of the Group, the Directors intend to propose a dividend of 1p per share at the AGM on 11 December 2007 which, if approved, will be paid on 24 December 2007 to shareholders on the register as at 3 December 2007. Operating Review The Board remains committed to its strategy of sustainable growth in the distributor network whilst offering the best earning opportunity in the sector. To this end, the Board has continued to implement measures with a view to steadily improving the performance of the business. A wide ranging review of the business in 2006 led to new recruitment structures, redefinition of the sales territories and restructuring of internal functions. This led to significant reduction in stock levels during the seasonally quieter second half and at the same time enhanced the product range to the benefit of both our distributor network and our end customers. Sales & Marketing As we reported last year, one of the consequences of a series of acquisitions was significant overlap in the territories served by the distributor force, which adversely affected the strength of our product mix. This impacted on the sales force's earnings, subsequently leading to a net loss of distributors. A single territory map for our distributor network was adopted in August 2006 and has eliminated overlap, greatly improved stock utilisation and aided our ability to undertake our recruitment activities in a more structured and effective manner. During the current year, we implemented changes to our field management structure, appointing a team of 20 Business Coordinators. They have assumed responsibility for the recruitment and training of distributors, typically across five areas, while continuing to generate income from their personal sales effort. These Coordinators remain part of our self-employed sales network although they also receive a retainer for their additional services and a performance related payment based on sales growth. The new structure is already showing positive results with stabilisation of the distributor network and recruitment progressing on target as we approach the most intense sales period in the run-up to Christmas. This year has been a year of recovery in terms of our distributor network and by the end of the year, we had achieved a steady platform on which to grow distributor numbers at a sustainable rate. We ended the financial year with 540 distributors, compared with approximately 500 at the end of the last financial year, and this number is expected to continue to grow during the key Christmas period. Product Sourcing Our dedicated buying team has continued to source innovative new product lines to complement our book ranges. We have expanded our relationship with a key partner in the Far East, achieving a fresher range of products and a higher degree of reliability regarding shipment dates. This improvement in range has resulted in an 11% increase in sales per site visited across the year. Factory gate prices in China have begun to increase although this has been partially offset by the weaker US Dollar. We are investigating India as a possible new source for competitively priced product. Reduction in Overheads A number of cost reduction measures have been implemented across the business. We have been able to eliminate the night shift picking operation in our warehouse without impacting on operational efficiencies, and various administration and finance roles have been reduced as a result of the new IT systems. These savings will amount to almost #0.5 million on an annualised basis. The full impact of these cost savings is expected to benefit the current year. The new IT system has been implemented and is gradually settling down. The benefits from the system are expected to become visible in the current year. Oriflame is trading satisfactorily and continues to generate profit and cash for the Group. The traditional Oriflame business has seen a steady improvement in turnover and profit since its acquisition in April 2006. Oriflame at Work, our extension of the traditional business into the shopping-at-work format, has shown some early positive results and will be a particular focus in the next half year. Financial Review International Financial Reporting Standards The Group has historically prepared its consolidated and parent company financial statements under UK Generally Accepted Accounting Practice (UK GAAP). The AIM rules require the adoption of IFRS as adopted by the EU (Adopted IFRS) for accounting periods beginning on or after 1 January 2007. During the second half of the financial year, PDG implemented a new management information and financial reporting system based on IFRS. The Board therefore considered it appropriate to report results for the year ended 31 July 2007 under IFRS. The accounting policies under Adopted IFRS are set out in the notes to this announcement. As part of the transition to Adopted IFRS the Directors have taken the opportunity to reassess of all the Group's accounting policies and bases. They have concluded that it is more appropriate to recognise revenue during the period and in future periods only on sale by the distributor to the third party end customer. Accordingly revenue has been recognised on this basis in each of the opening balance sheet and periods presented. A summary of the Group results is included below. The prior year numbers have been restated under IFRS (note 6). As reported As restated 2007 2006 #m #m Revenue 21.2 25.5 Gross profit 7.8 6.5 Profit/(loss) before tax 0.5 (3.0) Details of the IFRS accounting policies are set out in note 2. The adoption of Adopted IFRS has an impact on the presentation of the accounts but does not change the Group's business model, strategy, risk management processes or cash flows. Revenue for the year was #21.2 million compared with #25.5 million for the year ended on 31 July 2006. Revenue at the shopping-at-work business amounted to #19.1 million in 2007 compared with #25.0 million in 2006. In common with other retailers, PDG has found the current trading environment to be challenging, especially during the unusually warm Easter period and recently due to the flooding experienced in many parts of the UK. This has contributed to the reduction in turnover. In addition, this year we have focused on stabilising the distributor network and ensuring we have a steady platform on which to base sustainable growth in distributor numbers. Group gross profit rose from #6.5 million in 2006 to #7.8 million in 2007, assisted by the full year contribution from Oriflame. Administrative expenses, excluding one off costs, have fallen by #0.5 million to #6.3 million. This is due to management's continued focus on the identification and implementation of cost efficiencies, in particular staff costs which have fallen by #0.4m. The Group's operating profit was #1.1 million (2006: loss of #2.4 million). The net interest charge of #0.6 million was in line with last year. The profit before taxation was #0.5 million (2006: loss of #3.0 million). Basic earnings per share amounted to 2.9 pence, compared with a loss of 12.2 pence in 2006. Net debt (being bank loans plus hire purchase liabilities less cash at the bank) has fallen to #6.1 million (2006: #6.6 million). In August 2007, the Group agreed new banking facilities of #7 million with RBS, providing adequate resources to finance the gradual growth of our businesses. The RBS fee for the facility was satisfied by the grant of warrants over 600,000 ordinary shares in PDG at a price of 45p per share. The warrants are valid until 31 July 2016. People On 31 July 2007, Graeme Allison, Finance Director, handed over to Christine Stobbs ACA. Christine Stobbs joined Premier Direct Group in April 2006 from KPMG. Graeme's strategic advice was very important during a difficult time for the Group and his hard work during this time is greatly appreciated. At the same time Paul Southworth retired as Non-Executive Director on the Board. We were particularly grateful to Paul for his counsel in relation to the acquisition of the UK Oriflame business. The Board thank both Graeme and Paul for their contributions and wish them well for the future. Indeed, the Board is grateful to all the staff of Premier Direct and Oriflame for their steadfast support during a year of recovery. Outlook Although it is relatively early in the Christmas sales season, the Board is confident that our product offering is as strong as it has been for some time and our distributors are well motivated. Further, the anticipated sustainable growth in distributor numbers is expected to continue in the busy Christmas period. Therefore we expect improved trading in the first half over 2006. Indeed, trading since 1 August 2007 in both businesses has been in line with the Board's expectations. Graham Wilson E McClenaghan Non-Executive Chairman Chief Executive Consolidated Income Statement for year ended 31 July 2007 Note 2007 2006 #000 #000 Revenue 21,157 25,524 Cost of sales (13,365) (19,015) --------------------------- Analysed as: Inventory net realisable value 3 - (2,096) provision - trade disposal Other cost of sales (13,365) (16,919) --------------------------- (13,365) (19,015) --------------------------- Gross profit 7,792 6,509 Other operating income - 60 Administrative expenses (6,654) (8,973) --------------------------- Analysed as: Bad debt provision 3 - (415) Goodwill impairment 3 - (1,340) Termination costs 3 (195) (293) Aborted deal costs 3 - (136) Lease settlement 3 (163) - Other administrative expenses (6,296) (6,789) --------------------------- (6,654) (8,973) --------------------------- Operating profit/(loss) 1,138 (2,404) Financial income 5 - Financial expenses (606) (598) --------------------------- Profit/(loss) before tax 537 (3,002) Taxation 70 496 --------------------------- Profit/(loss) for the year attributable to equity holders of the parent 607 (2,506) =========================== Basic earnings/(loss) per share 4 2.9p (12.2p) =========================== Diluted earnings/(loss) per share 4 2.9p (12.2p) =========================== All of the above comprise continuing operations. Consolidated Statement of Changes in Equity for year ended 31 July 2007 Share Share Retained Total capital premium earnings #000 #000 #000 #000 As at 1 August 2005 204 3,463 2,578 6,245 Loss for year - - (2,506) (2,506) Equity settled share based payment transactions - - 20 20 Issue of shares 3 133 - 136 Dividends on shares classified in shareholders' funds - - (953) (953) ---------------------------------- As at 31 July 2006 207 3,596 (861) 2,942 ================================== As at 1 August 2006 207 3,596 (861) 2,942 Profit for the year - - 607 607 Equity settled share based payment transactions - - 68 68 ---------------------------------- As at 31 July 2007 207 3,596 (186) 3,617 ================================== Consolidated Balance Sheet at 31 July 2007 2007 2006 #000 #000 Non-current assets Property, plant and equipment 1,483 1,458 Intangible assets 4,807 5,955 Deferred tax assets 315 29 ---------------------------------- 6,605 7,442 ---------------------------------- Current assets Inventory 6,515 6,663 Tax receivable 575 808 Trade and other receivables 1,910 2,748 Other financial assets 3 - Cash and cash equivalents 141 261 ---------------------------------- 9,144 10,480 ---------------------------------- Total assets 15,749 17,922 ================================== Non-current liabilities Interest-bearing loans and borrowings (1,391) (1,856) Deferred income (1,265) (1,316) Other payables (303) (1,372) Deferred tax liabilities - (18) ---------------------------------- (2,959) (4,562) ---------------------------------- Current liabilities Bank overdraft (3,490) (2,412) Interest-bearing loans and borrowings (1,363) (2,624) Trade and other payables (4,269) (5,268) Deferred income (51) (51) Tax payable - - Other financial liabilities - (63) ---------------------------------- (9,173) (10,418) ---------------------------------- Total liabilities (12,132) (14,980) ================================== Net assets 3,617 2,942 ================================== Equity attributable to equity holders of the parent Share capital 207 207 Share premium 3,596 3,596 Retained earnings (186) (861) ---------------------------------- Total equity 3,617 2,942 ================================== Consolidated Cash Flow Statement for year ended 31 July 2007 2007 2006 #000 #000 Cash flows from operating activities Profit/(loss) for the year 607 (2,506) Adjustments for: Depreciation, amortisation and impairment 272 1,598 Financial income (5) - Financial expense 606 598 Gain on sale of property, plant and equipment (1) (13) Equity settled share-based payment expenses 68 20 Taxation (70) (496) -------------------------------- Operating profit/(loss) before changes in working capital 1,477 (799) Decrease in trade and other 708 104 receivables Decrease in inventory 148 2,368 Decrease in trade and other payables (751) (747) -------------------------------- Cash generated from the operations 1,582 926 Tax received/(paid) 314 (1,484) -------------------------------- Net cash from operating activities 1,896 (558) -------------------------------- Cash flows from investing activities Proceeds from sale of property, plant and equipment 27 35 Interest received 2 - Acquisition of subsidiary, net of cash acquired (449) 57 Acquisition of property, plant and equipment (177) (341) -------------------------------- Net cash from investing activities (597) (249) -------------------------------- Cash flows from financing activities Proceeds from the issue of share capital - 136 Proceeds from new loan - 4,500 Interest paid (532) (393) Repayment of borrowings (1,900) (2,288) Payment of finance lease liabilities (65) (87) Dividends paid - (953) Expenses paid in connection with debt issues - (50) -------------------------------- Net cash from financing activities (2,497) 865 -------------------------------- Net (decrease)/increase in cash and cash equivalents (1,198) 58 Cash and cash equivalents at 1 August (2,151) (2,209) -------------------------------- Cash and cash equivalents at 31 July (3,349) (2,151) ================================ Notes (forming part of the preliminary announcement) 1 Basis of preparation The financial information given does not constitute the Group's statutory accounts for the year ended 31 July 2007 or the year ended 31 July 2006. The 2007 accounts will be prepared on the basis of the recognition and adoption requirements of IFRSs as adopted by the EU ('Adopted IFRSs') that are effective as at 31 July 2007. Based on these Adopted IFRSs, the directors have applied the accounting policies as set out in note 2. The statutory accounts for 2007 will be finalised on the basis of the financial information presented by the directors in this preliminary announcement and will be delivered to the Registrar of Companies in due course. The preparation of this financial information resulted in changes to the accounting policies as compared with the most recent financial statements prepared under UK GAAP (year ended 31 July 2006). The revised accounting policies have been applied to all periods presented in this financial information. Reconciliations of financial information from UK GAAP to Adopted IFRSs at key dates are included at note 6. Statutory accounts for 2006, prepared under UK GAAP, have been delivered to the Registrar of Companies. The auditors report on the 2006 accounts was (i) unqualified (ii) did not include a reference to any matters to which the auditors drew attention by way of emphasis without qualifying their report and (iii) did not contain a statement under section 237(2) or (3) of the Companies Act 1985. This preliminary announcement was agreed by the directors on 15 October 2007. 2 Accounting policies Premier Direct Group Plc (the "Company") is a company incorporated in the UK. The Group financial statements consolidate those of the Company and its subsidiaries (together referred to as the "Group"). The Group financial statements have been prepared and approved by the directors in accordance with International Financial Reporting Standards as adopted by the EU ("Adopted IFRSs"). The accounting policies set out below have, unless otherwise stated, been applied consistently to all periods presented in these consolidated financial statements and in preparing an opening IFRS balance sheet at 1 August 2005 for the purposes of the transition to Adopted IFRSs. Transition to Adopted IFRSs The Group is preparing its financial statements in accordance with Adopted IFRS for the first time and consequently both have applied IFRS 1. An explanation of how the transition to Adopted IFRSs has affected the reported financial position, financial performance and cash flows of the Group is provided in note 6. IFRS 1 grants certain exemptions from the full requirements of Adopted IFRSs in the transition period. The following exemptions have been taken in these financial statements: * Business combinations - business combinations that took place prior to transition date have not been restated. * Share based payments - IFRS 2 is being applied to equity instruments that were granted after 7 November 2002 and that had not vested by 1 August 2005. * Leases reassessed - the Group has adopted the transitional provisions whereby the Group has reviewed arrangements at the date of transition on the basis of circumstances at this date. Measurement convention The financial statements are prepared on the historical cost basis except that the following assets and liabilities are stated at their fair value: financial instruments classified as fair value through the profit or loss. Basis of consolidation Subsidiaries are entities controlled by the Group. Control exists when the Group has the power, directly or indirectly, to govern the financial and operating policies of an entity so as to obtain benefits from its activities. In assessing control, potential voting rights that are currently exercisable or convertible are taken into account. The financial statements of subsidiaries are included in the consolidated financial statements from the date that control commences until the date that control ceases. Foreign currency Transactions in foreign currencies are translated at the foreign exchange rate ruling at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies at the balance sheet date are translated at the foreign exchange rate ruling at that date. Foreign exchange differences arising on translation are recognised in the income statement. Classification of financial instruments issued by the Group Following the adoption of IAS 32, financial instruments issued by the Group are treated as equity (i.e. forming part of shareholders' funds) only to the extent that they meet the following two conditions: (a) they include no contractual obligations upon the Company (or Group as the case may be) to deliver cash or other financial assets or to exchange financial assets or financial liabilities with another party under conditions that are potentially unfavourable to the Company (or Group); and (b) where the instrument will or may be settled in the Company's own equity instruments, it is either a non-derivative that includes no obligation to deliver a variable number of the Company's own equity instruments or is a derivative that will be settled by the Company's exchanging a fixed amount of cash or other financial assets for a fixed number of its own equity instruments. To the extent that this definition is not met, the proceeds of issue are classified as a financial liability. Where the instrument so classified takes the legal form of the Company's own shares, the amounts presented in these financial statements for called up share capital and share premium account exclude amounts in relation to those shares. Finance payments associated with financial liabilities are dealt with as part of finance expenses. Finance payments associated with financial instruments that are classified in equity are dividends and are recorded directly in equity. Investments in debt and equity securities Investments in subsidiaries are carried at cost less impairment. Financial instruments held for trading or designated upon initial recognition or at the IAS 39 transition date if later are stated at fair value, with any resultant gain or loss recognised in profit or loss. Derivative financial instruments and hedging Derivative financial instruments are recognised at fair value. The gain or loss on remeasurement to fair value is recognised immediately in profit or loss. The fair value of forward exchange contracts is their quoted market price at the balance sheet date, being the present value of the quoted forward price. Intra-group financial instruments Where the Company enters into financial guarantee contracts to guarantee the indebtedness of other companies within its group, the Company considers these to be insurance arrangements and accounts for them as such. In this respect, the Company treats the guarantee contract as a contingent liability until such time as it becomes probable that the Company will be required to make a payment under the guarantee. Property, plant and equipment Property, plant and equipment are stated at cost less accumulated depreciation and impairment losses. Where parts of an item of property, plant and equipment have different useful lives, they are accounted for as separate items of property, plant and equipment. Leases in which the Group assumes substantially all the risks and rewards of ownership of the leased asset are classified as finance leases. Where land and buildings are held under finance leases the accounting treatment of the land is considered separately from that of the buildings where reliably possible to do so. Where it is not possible to do so, the entire lease is treated as a finance lease unless it is clear that both elements are operating leases, in which case the entire lease is treated as an operating lease. Leased assets acquired by way of finance lease are stated at an amount equal to the lower of their fair value and the present value of the minimum lease payments at inception of the lease, less accumulated depreciation and impairment losses. Lease payments are accounted for as described below. Depreciation is charged to the income statement on a straight-line basis over the estimated useful lives of each part of an item of property, plant and equipment. Land is not depreciated. The estimated useful lives are as follows: * leasehold improvements - straight line over period of lease * motor vehicles - 25% straight line * plant and equipment - 15% straight line * fixtures and fittings - 15% straight line * computer equipment - 25% - 33% straight line Intangible assets and goodwill Subject to the transitional relief in IFRS 1, all business combinations are accounted for by applying the purchase method. Goodwill represents amounts arising on acquisition of subsidiaries. In respect of business acquisitions that have occurred since transition date, goodwill represents the difference between the fair value of consideration and the fair value of the net identifiable assets, liabilities and contingent liabilities acquired. Identifiable intangibles are those which can be sold separately or which arise from legal rights regardless of whether those rights are separable. Goodwill is stated at cost less any accumulated impairment losses. Goodwill is allocated to cash-generating units and is not amortised but is tested annually for impairment. In respect of acquisitions prior to transition date, goodwill is included on the basis of its deemed cost, which represents the amount recorded under UK GAAP which was broadly comparable save that only separable intangibles were recognised and goodwill was amortised. Stocks Stocks are stated at the lower of cost and net realisable value. Cash and cash equivalents Cash and cash equivalents comprise cash balances and call deposits. Bank overdrafts that are repayable on demand and form an integral part of the Group's cash management are included as a component of cash and cash equivalents for the purpose only of the statement of cash flows. Impairment The carrying amounts of the Group's assets other than, inventories and deferred tax assets, are reviewed at each balance sheet date to determine whether there is any indication of impairment. If any such indication exists, the asset's recoverable amount is estimated. For goodwill, assets that have an indefinite useful life and intangible assets that are not yet available for use, the recoverable amount is estimated at each balance sheet date. An impairment loss is recognised whenever the carrying amount of an asset or its cash-generating unit exceeds its recoverable amount. Impairment losses are recognised in the income statement. Impairment losses recognised in respect of cash-generating units are allocated first to reduce the carrying amount of any goodwill allocated to cash-generating units and then to reduce the carrying amount of the other assets in the unit on a pro rata basis. A cash generating unit is the smallest identifiable group of assets that generates cash inflows that are largely independent of the cash inflows from other assets or groups of assets. Goodwill, assets that have an indefinite useful life and intangible assets that are not yet available for use were tested for impairment as at 1 August 2005, the date of transition to Adopted IFRSs, even though no indication of impairment existed. Calculation of recoverable amount The recoverable amount of the Group's investments in held-to-maturity securities and receivables carried at amortised cost is calculated as the present value of estimated future cash flows, discounted at the original effective interest rate (i.e., the effective interest rate computed at initial recognition of these financial assets). Receivables with a short duration are not discounted. The recoverable amount of other assets is the greater of their net selling price and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. For an asset that does not generate largely independent cash inflows, the recoverable amount is determined for the cash-generating unit to which the asset belongs. Reversals of impairment An impairment loss in respect of a held-to-maturity security or receivable carried at amortised cost is reversed if the subsequent increase in recoverable amount can be related objectively to an event occurring after the impairment loss was recognised. An impairment loss in respect of an investment in an equity instrument classified as available for sale is not reversed through profit or loss. If the fair value of a debt instrument classified as available-for-sale increases and the increase can be objectively related to an event occurring after the impairment loss was recognised in profit or loss, the impairment loss is reversed through profit or loss. An impairment loss in respect of goodwill is not reversed. In respect of other assets, an impairment loss is reversed when there is an indication that the impairment loss may no longer exist and there has been a change in the estimates used to determine the recoverable amount. An impairment loss is reversed only to the extent that the asset's carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortisation, if no impairment loss had been recognised. Interest-bearing borrowings Interest-bearing borrowings are recognised initially at fair value less attributable transaction costs. Subsequent to initial recognition, interest-bearing borrowings are stated at amortised cost with any difference between cost and redemption value being recognised in the income statement over the period of the borrowings on an effective interest basis. Employee share schemes The cost of awards to employees that take the form of shares or rights to shares are recognised over the period of the employee's related performance. Where there are no performance criteria, the cost is recognised when the employee becomes unconditionally entitled to the shares. Pension costs The Group makes contributions to the personal pension schemes of two directors. The amount charged to the profit and loss account in respect of these contributions represents the contribution payable in respect of the accounting period. Revenue Revenue is the aggregate amount derived from the sale of books, novelty goods and cosmetics. Revenues are taken to the income statement when goods are sold on by distributors to end third party customers, recovery of the consideration is probable and the amount of revenue can be measured reliably. All turnover arises in the UK and the Republic of Ireland. Expenses Operating lease payments Payments made under operating leases are recognised in the income statement on a straight-line basis over the term of the lease. Lease incentives received are recognised in the income statement as an integral part of the total lease expense. Finance lease payments Minimum lease payments are apportioned between the finance charge and the reduction of the outstanding liability. The finance charge is allocated to each period during the lease term so as to produce a constant periodic rate of interest on the remaining balance of the liability. Net financing costs Net financing costs comprise interest payable, finance charges on finance leases, interest receivable on funds invested, foreign exchange gains and losses and gains and losses on financial instruments that are recognised in the income statement. Interest income and interest payable is recognised in profit or loss as it accrues, using the effective interest method. The discounting of deferred consideration produces a notional interest payable amount and this is charged to finance costs. Taxation Tax on the profit or loss for the year comprises current and deferred tax. Tax is recognised in the income statement except to the extent that it relates to items recognised directly in equity, in which case it is recognised in equity. Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted or substantively enacted at the balance sheet date, and any adjustment to tax payable in respect of previous years. Deferred tax is provided on temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. The following temporary differences are not provided for: the initial recognition of goodwill; the initial recognition of assets or liabilities that affect neither accounting nor taxable profit other than in a business combination, and differences relating to investments in subsidiaries to the extent that they will probably not reverse in the foreseeable future. The amount of deferred tax provided is based on the expected manner of realisation or settlement of the carrying amount of assets and liabilities, using tax rates enacted or substantively enacted at the balance sheet date. A deferred tax asset is recognised only to the extent that it is probable that future taxable profits will be available against which the asset can be utilised. Dividends on shares presented within shareholders' funds Dividends unpaid at the balance sheet date are only recognised as a liability at that date to the extent that they are appropriately authorised and are no longer at the discretion of the Company. Unpaid dividends that do not meet these criteria are disclosed in the notes. Provisions A provision is recognised if, as a result of a past event, the Group has a present legal or constructive obligation that can be estimated reliably, and it is probable that an outflow of economic benefits will be required to settle the obligation. Provisions are determined by discounting the expected future cashflows at a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to that liability. Contingent deferred consideration is originally recorded at fair value at the date of acquisition. This is then increased to the settlement value at an effective interest rate basis over the period of deferral with this value being charged as notional interest within finance expenses in the income statement. Adopted IFRS not yet applied The following Adopted IFRSs were available for early application but have not been applied in these financial statements: * Amendments to IAS 1 'Presentation of financial statements' applicable for years commencing on or after 1 January 2007 * IFRS 7 'Financial instruments: Disclosure' applicable for years commencing on or after 1 January 2007 The application of Amendment to IAS 1 and IFRS 7 in 2007 would not have affected the balance sheets or income statement as the standard is concerned only with disclosure. The Group plans to adopt it in the year ending 31 July 2008. * IFRIC 10 'Financial reporting and impairment' application for years commencing on or after 1 November 2006 The application of IFRIC 10 prevents the reversal of an impairment loss recognised in a previous interim period in respect of goodwill or an investment in either an equity instrument or a financial asset carried at cost. Application of IFRIC 10 would have had no effect on the current or prior year. * IFRIC 11 'Group and treasury share transactions' applicable for years commencing on or after 1 March 2007. IFRIC 11 'Group and treasury share transactions' requires a share-based payment arrangement in which an entity receives goods or services as consideration for its own equity instruments to be accounted for as an equity-settled share-based payment transaction, regardless of how the equity instruments are obtained. It is not expected to have any impact on the consolidated financial statements. Application of IFRIC 11 would have had no effect on the current or prior year. 3 Expenses The following are one-off costs separately identified on the face of the consolidated income statement Current year Administrative expenses * Termination costs Termination costs arose as a result of two actions in the second half of the year; firstly changes were implemented to the field management structure and secondly a reduction in staff numbers resulting from implementation of the new IT system. * Lease settlement Final costs for premises following completion of the new lease negotiations a one off charge was incurred. Prior year Cost of sales * Stock NRV provision In the latter half of the prior year, average selling prices of stock fell which, along with other factors had an adverse impact on distributor earnings in particular territory overlaps. The Board decided to undertake a very thorough review of the business and identified actions required to improve the Group's future performance. This included disposing of the older tired stock outside the distributor network and resulted in a net realisable value provision. Administrative expenses * Bad debt provision A significant trade customer went into liquidation during the period. * Goodwill impairment Goodwill which arose on the acquisition of the distributor network trading brands and certain assets and liabilities of The Laughing Gull and Greenwich Direct businesses during the year ending 31 July 2005 was fully impaired during the prior year. The value in use of the goodwill to the Group was determined to be #nil based on future expected discounted cash flows and applying a discount rate of 20%. * Termination costs Termination costs resulted form a restructure of the Board and management team in the latter part of 2006. * Aborted deal costs Costs were incurred in relation to a potential acquisition during the year, a decision was taken to abort the transaction prior to completion. 4 Earnings/(loss) per share Earnings/(loss) per share is calculated by dividing the profit for the year of #607,000 (2006: loss #2,506,000) by the weighted average number of shares, 20,730,920 (2006: 20,608,043), in issue during the year. The diluted earnings/(loss) per share is calculated by dividing the profit for the year of #607,000 (2006: loss #2,506,000) by the weighted average number of shares adjusted to allow for the issue of shares on the assumed conversion of dilutive options. The adjusted weighted average number of ordinary shares arising from these calculations in 2007 is 20,801,945 (2006: 20,608,043). In 2006, as the impact of the dilutive options would be to reduce the loss per share, they are not treated as dilutive. The diluted loss per share in 2006 is therefore unchanged from the loss per share. All of the above are in respect of continuing operations. 5 Dividend 2007 2006 #000 #000 Total dividends payable 2005 final dividends (#0.03 per share) - 611 2006 interim dividend (#0.016p per share) - 342 2006 final dividend (#nil per share) - - -------------------- - 953 ==================== Dividends proposed at year end and not included as a liability in the accounts 2006 final dividend (#nil per share) - - 2007 final dividend (#0.01 per share) 207 - -------------------- 207 - ==================== After the balance sheet date dividends of #0.01 per qualifying ordinary share (2006: #nil) were proposed by the directors. The dividends have not been provided for in these financial statements as they remain at the discretion of the Company. 6 Explanation of transition to Adopted IFRSs - Group As stated in note 1, these are the Group's first consolidated financial statements prepared in accordance with Adopted IFRSs. The accounting policies set out in note 1 have been applied in preparing the financial statements for the year ended 31 July 2007, the comparative information presented in these financial statements for the year ended 31 July 2006 and in the preparation of an opening IFRS balance sheet at 1 August 2005 (the Group's date of transition). In preparing its opening IFRS balance sheet, the Group has adjusted amounts reported previously in financial statements prepared in accordance with its old basis of accounting (UK GAAP). An explanation of how the transition from UK GAAP to Adopted IFRSs has affected the Group's financial position, financial performance and cash flows is set out in the following tables and the notes that accompany the tables. Reconciliation of equity as at 31 July 2006 UK Revenue Share Goodwill Forward Business Provisions Adopted GAAP recognition options exchange combinations IFRSs contract (a) (b) (c) (d) (e) (f) #000 #000 #000 #000 #000 #000 #000 #000 Non-current assets Property, plant and equipment 1,458 - - - - - - 1,458 Intangible assets - goodwill 5,871 - - 294 - (681) (210) 5,274 Intangible assets - licence - - - - - 681 - 681 Deferred tax assets 29 - - - - - - 29 ------------------------------------------------------------------------------------- 7,358 - - 294 - - (210) 7,442 ------------------------------------------------------------------------------------- Current assets Inventory 4,443 2,220 - - - - - 6,663 Tax receivable 808 - - - - - - 808 Trade and other receivables 6,494 (3,746) - - - - - 2,748 Cash and cash equivalents 261 - - - - - - 261 ------------------------------------------------------------------------------------- 12,006 (1,526) - - - - - 10,480 ------------------------------------------------------------------------------------- Total assets 19,364 (1,526) - 294 - - (210) 17,922 ===================================================================================== Non-current liabilities Interest-bearing loans and borrowings (1,856) - - - - - - (1,856) Deferred income (1,316) - - - - - - (1,316) Other payables (1,497) - - - - - 125 (1,372) Deferred tax liabilities (18) - - - - - - (18) ------------------------------------------------------------------------------------- (4,687) - - - - - 125 (4,562) ------------------------------------------------------------------------------------- UK Revenue Share Goodwill Forward Business Provisions Adopted GAAP recognition options exchange combinations IFRSs contract (a) (b) (c) (d) (e) (f) #000 #000 #000 #000 #000 #000 #000 #000 Current liabilities Bank overdraft (2,412) - - - - - - (2,412) Interest-bearing loans and borrowings (2,624) - - - - - - (2,624) Trade and other payables (5,369) - - - - - 50 (5,319) Other financial liabilities - - - - (63) - - (63) ------------------------------------------------------------------------------------- (10,405) - - - (63) - 50 (10,418) ------------------------------------------------------------------------------------- Total liabilities (15,092) - - - (63) - 175 (14,980) ------------------------------------------------------------------------------------- Net assets 4,272 (1,526) - 294 (63) - (35) 2,942 ------------------------------------------------------------------------------------- Equity attributable to equity holders of the parent Share capital 207 - - - - - - 207 Share premium 3,596 - - - - - - 3,596 Retained earnings 469 (1,526) - 294 (63) - (35) (861) ------------------------------------------------------------------------------------- Total equity 4,272 (1,526) - 294 (63) - (35) 2,942 ------------------------------------------------------------------------------------- Reconciliation of equity as at 1 August 2005 UK GAAP Revenue Share Forward Adopted recognition options Goodwill exchange IFRSs contract (a) (b) (c) (d) #000 #000 #000 #000 #000 #000 Non-current assets Property, plant and equipment 1,396 - - - - 1,396 Intangible assets - goodwill 5,339 - - - - 5,339 Deferred tax assets 72 - - - - 72 -------------------------------------------------------------- 6,807 - - - - 6,807 -------------------------------------------------------------- Current assets Inventory 5,343 3,660 - - - 9,003 Other financial assets - - - - 4 4 Trade and other receivables 9,394 (6,142) - - - 3,252 Cash and cash equivalents - - - - - - -------------------------------------------------------------- 14,737 (2,482) - - 4 12,259 -------------------------------------------------------------- Total assets 21,544 (2,482) - - 4 19,066 ============================================================== Non-current liabilities Interest-bearing loans and borrowings (1,052) - - - - (1,052) Deferred tax liabilities (39) - - - - (39) -------------------------------------------------------------- (1,091) - - - - (1,091) -------------------------------------------------------------- Current liabilities Bank overdraft (2,209) - - - - (2,209) Interest-bearing loans and borrowings (1,278) - - - - (1,278) Trade and other payables (7,094) - - - - (7,094) Tax payable (1,894) 745 - - - (1,149) -------------------------------------------------------------- (12,475) 745 - - - (11,730) -------------------------------------------------------------- Total liabilities (13,566) 745 - - - (12,821) -------------------------------------------------------------- Net assets 7,978 (1,737) - - 4 6,245 ============================================================== Reconciliation of equity as at 1 August 2005 (continued) UK GAAP Revenue Share Forward Adopted recognition options Goodwill exchange IFRSs contract (a) (b) (c) (d) #000 #000 #000 #000 #000 #000 Equity attributable to equity holders of the parent Share capital 204 - - - - 204 Share premium 3,463 - - - - 3,463 Retained earnings 4,311 (1,737) - - 4 2,578 -------------------------------------------------------------- Total equity 7,978 (1,737) - - 4 6,245 ============================================================== Reconciliation of consolidated income statement for the year ended 31 July 2006 UK Revenue Share Goodwill Forward Provisions Adopted GAAP recognition options exchange IFRSs contract (a) (b) (c) (d) (f) #000 #000 #000 #000 #000 #000 #000 Revenue 23,128 2,396 - - - - 25,524 Cost of sales (17,575) (1,440) - - - - (19,015) ------------------------------------------------------------------------ Gross profit 5,553 956 - - - - 6,509 Other operating income 60 - - - - - 60 Administrative expenses (9,247) - (20) 294 - - (8,973) ------------------------------------------------------------------------ Operating loss (3,634) 956 (20) 294 - - (2,404) Financial income - - - - - - - Financial expenses (496) - - - (67) (35) (598) ------------------------------------------------------------------------ Loss before tax (4,130) 956 (20) 294 (67) (35) (3,002) Taxation 1,241 (745) - - - - 496 ------------------------------------------------------------------------ Loss for the year attributable to equity holders of the parent (2,889) 211 (20) 294 (67) (35) (2,506) ------------------------------------------------------------------------ Notes to the reconciliation of equity as at 1 August 2005 and 31 July 206 and reconciliation of consolidated income statement for year ended 31 July 2006 a) Revenue recognition As a result of the group's business model, the point at which the group transfers significant risks and rewards of ownership of goods (and hence revenue is recognised) is judgemental. The arrangements under which certain goods are transferred to distributors for sale to customers include limited rights to return those goods. Previously, since July 2005 (in the financial statements for the years ended 31 July 2005 and 2006 prepared under UK GAAP), revenue was recognised on transfer of those goods to distributors (less a level of estimated returns), since the remaining criteria set out in standards for recognition of sale were met and assuming the ability to reliably measure the level of returns. This approach required a finely balanced judgement taking into account available information on historic levels of returns. The directors have monitored the subsequent level of returns and have reconsidered that judgement as part of the transition to Adopted IFRS. In applying Adopted IFRS they have concluded that it is more appropriate to recognise revenue only on sale by the distributor to the third party end customer. This approach has been applied consistently in preparing an opening balance sheet at the date of transition to Adopted IFRSs and throughout the two years presented in these financial statements. This also has a tax effect. b) Share options In accordance with IFRS 2 'Share based payments' the fair value of share options granted after 7 November 2007 is recognised as an employee expense with a corresponding increase in equity. The charge for the year ended 31 July 2006 is #20,000. c) Goodwill In accordance with IFRS 3 'Business combinations' goodwill is not amortised from the date of transition, but is tested annually for impairment. Under UK GAAP, goodwill was amortised over a period between 17 and 20 years. d) Forward exchange contracts In accordance with IAS 32 'Financial instruments: presentation' forward exchange contracts are valued at fair value with gains and losses recognised through the income statement. Previously under UK GAAP gains and losses were disclosed but not recognised in the income statement. e) Business combinations In accordance with IFRS 3 'Business combinations' intangible assets are recorded at fair value. An intangible asset of #681,000 relating to the licence to use the Oriflame brand name is recognised under IFRS which was not previously recognised under UK GAAP. f) Provisions A provision is recognised if, as a result of a past event, the Group has a present legal or constructive obligation that can be estimated reliably, and it is probable that an outflow of economic benefits will be required to settle the obligation. Provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to that liability. Contingent deferred consideration arising on the acquisition of Oriflame (UK) Limited is originally recorded at fair value at the date of acquisition. This is then increased to the settlement value on an effective interest rate basis over the period of deferral with this value being charged as notional interest within finance expenses in the income statement This information is provided by RNS The company news service from the London Stock Exchange END FR UUSWRBNRRAAA
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