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SWL Swallowfield Plc

195.00
0.00 (0.00%)
10 May 2024 - Closed
Delayed by 15 minutes
Share Name Share Symbol Market Type Share ISIN Share Description
Swallowfield Plc LSE:SWL London Ordinary Share GB0008667304 ORD 5P
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.00% 195.00 190.00 200.00 0.00 01:00:00
Industry Sector Turnover Profit EPS - Basic PE Ratio Market Cap
0 0 N/A 0

Swallowfield PLC Final Results (2561K)

20/09/2016 7:00am

UK Regulatory


Swallowfield (LSE:SWL)
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RNS Number : 2561K

Swallowfield PLC

20 September 2016

This announcement contains inside information for the purposes of Article 7 of Regulation 596/2014 (MAR)

Swallowfield plc

("Swallowfield" or the "Group")

Final results for the year-ended June 2016

Swallowfield plc, a market leader in the development, formulation, and supply of personal care and beauty products, is pleased to announce a strong set of final results for the 52 weeks ended 25 June 2016.

Financial highlights

-- Revenue growth of 10.1% at GBP54.5m (2015: GBP49.4m). Revenues were 10.5% higher than prior year on a constant currency basis.

   --      Adjusted operating profit increased by 79% in the period to GBP1.79m (2015: GBP1.00m). 

-- Profit before tax and exceptional items more than doubled to adjusted GBP1.63m (2015: GBP0.81m).

   --      Earnings per share increased by 91% to adjusted 12.6p (2015: 6.6p). 

-- Defined benefit pension scheme closed to future accrual, generating a one-off, exceptional gain of GBP0.65m.

-- Net debt position of GBP4.3m (2015: GBP5.4m), compares favourably to the prior year and is after absorbing growth related investments in capital equipment and inventory to support our owned brands.

-- Proposed final dividend of 2.3p per share (2015: 2.0p), in addition to the interim dividend of 0.8p already paid, to give a full year dividend of 3.1p (2015: 2.0p), an increase of 55%.

-- Significantly oversubscribed Placing to raise GBP8.6m post year-end for acquisition of Brand Architekts Ltd.

Operational highlights

   --      Strong sales and margin growth in both our 'drive' and 'build' product categories. 

-- Strong contribution from core business new products - boosting volume but also reputational value in delivering major product launches for global brands.

   --      Growing sales contribution from Swallowfield owned brands as retail distribution builds. 
   --      The Real Shaving Company brand fully integrated and performing to expectations. 
   --      Cost optimisation projects helping to deliver strong growth in contribution margin. 

-- Acquisition of The Brand Architekts Ltd (post-closing event) expected to significantly accelerate owned brands growth.

Brendan Hynes, Non-Executive Chairman commented:

"The Group has delivered another significant improvement in business performance in the year just ended. We continue to make good progress against our clear strategic goals and this gives us confidence that we are well positioned to continue building shareholder value in the short, medium and long term."

Chris How, Chief Executive commented:

"It has been a busy and successful year for the Group with the continued execution of our stated strategy driving strong sales growth and profitability increasing significantly and slightly ahead of expectations.

Over the course of the year we have strengthened both sides of our business with an improved ability to deliver the innovation, quality and service requirements of our core business customers alongside the good progress made on our owned brands. The acquisition, post year-end, of Brand Architekts, has enabled us to build on this positive momentum and accelerates our growth."

 
 For further information please contact: 
----------------------------------------------  -------------- 
 Swallowfield plc 
------------------  --------------------------  -------------- 
                                                  01823 662 
 Chris How            Chief Executive Officer      241 
------------------  --------------------------  -------------- 
                                                  01823 662 
 Mark Warren          Group Finance Director       241 
------------------  --------------------------  -------------- 
 Nic Hellyer/ 
  Jen Boorer/Alex                                 0207 496 
  Price               N+1 Singer                   3000 
------------------  --------------------------  -------------- 
 Josh Royston / 
  Hilary Buchanan     Alma PR                     07780 901979 
------------------  --------------------------  -------------- 
 

Chairman's statement

I am delighted to be able to report another year of considerable progress for Swallowfield and one in which we have started to reap the benefits of the foundations put in place since 2013, when we launched our 'Building a Better Swallowfield' strategy. Sales, profitability, earnings per share and shareholder value have increased significantly, through a combination of both organic growth and successful acquisition activity.

Results

 
 GBPm unless otherwise stated      2016       2015 
------------------------------  ---------  --------- 
 
  Reported Results (1) 
------------------------------  ---------  --------- 
  Revenue                        GBP54.5m   GBP49.4m 
------------------------------  ---------  --------- 
  Adjusted revenue (constant     GBP54.6m   GBP49.4m 
   currency) (2) 
------------------------------  ---------  --------- 
  Operating profit (1)           GBP1.79m   GBP1.00m 
------------------------------  ---------  --------- 
  Adjusted earnings per share 
   (1)                            12.6p       6.6p 
------------------------------  ---------  --------- 
 
  Statutory Results 
------------------------------  ---------  --------- 
  Revenue                        GBP54.5m   GBP49.4m 
------------------------------  ---------  --------- 
  Operating profit               GBP2.44m   GBP1.00m 
------------------------------  ---------  --------- 
  Basic earnings per share        17.7p       6.6p 
------------------------------  ---------  --------- 
  Total Dividend per share         3.1p       2.0p 
------------------------------  ---------  --------- 
  Net debt                       GBP4.3m    GBP5.4m 
------------------------------  ---------  --------- 
 

(1) Adjusted operating profit and adjusted earnings per share are calculated before exceptional items.

(2) Revenue translated at 2015 exchange rates.

Our business comprises two complementary streams and it is pleasing that both have performed well over the course of the year. The core of our business remains the development, formulation, and supply of personal care and beauty products for customers which include many of the world's leading brands. Through continued investment and execution of our Product Category Focus our offering has become increasingly differentiated, which has the dual benefit of a positive impact on margin contribution and also improving our competitive advantage, thereby making the Group more resilient.

Alongside this core business, we continue to increase the sales of brands that are owned by the Group and which we control from formulation through to distribution. A number of our internally developed products were either launched or their distribution was extended during the year, and we also completed the integration of The Real Shaving Company (which was acquired in 2015) and expansion of its product range.

Acquisition and fundraising

Post year-end, the Group acquired The Brand Architekts Ltd which we believe will prove transformational for our owned brands business. Based in Teddington, London, Brand Architekts has achieved considerable success in a short space of time and we welcome them to the Group and look forward to a prosperous future together.

The acquisition was financed, in part, through raising GBP8.6 million in a heavily oversubscribed placing with both existing and new institutional shareholders and on behalf of the Board I welcome those new shareholders to Swallowfield. It is pleasing to see such a strong level of interest and demand in the Group and underlines the amount of progress that has been made since the strategic review just three years ago. It was also pleasing to note that a number of Swallowfield Directors participated in the fundraising which I believe highlights our confidence in being able to continue to execute against our stated strategy of building a better Swallowfield for the benefit of all stakeholders.

Dividend

Further evidence of our confidence in the business can be seen in the Board's intention to propose a final dividend of 2.3 pence. Together with the interim dividend already paid of 0.8p this represents a total dividend for the year of 3.1p, an improvement of 55% over the prior year (2015: 2.0p).

As previously advised, it is the directors' intention to align 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

We have delivered a strong performance in the last financial year and we are confident that our clear strategy leaves us well placed to navigate any potential macro uncertainty in the UK following the result of the referendum on membership of the European Union.

Our success in winning a number of new contracts to support product launches in the core contract manufacturing business over the last 18 months provides us with a strong pipeline as we move into the new financial year, particularly in H1.

The integration into our business model of Brand Architekts is progressing very well. Trading momentum across the Brand Architekts portfolio (and indeed our other brands) is in line with our expectations.

Over the course of the year we have strengthened both sides of our business with an improved ability to deliver the innovation, quality and service requirements of our core business customers alongside the progress made on our owned brands. This, combined with the acquisition post year-end of Brand Architekts, which is transformational for our owned brands, gives us confidence that we are well positioned to continue building shareholder value in the short, medium and long term.

Chief Executive's review

We are pleased to report that we have made good progress throughout the Group during the year.

Our core contract manufacturing business delivered strong growth in both sales and contribution margin, and we were particularly pleased to deliver a number of new product launches for some of our global brand owners. Successfully delivering these launches not only brought strong sales and margin growth but also enhanced our reputation with these customers as strong partners supporting their key needs of innovation, quality and service.

Within Swallowfield owned brands we successfully integrated The Real Shaving Company brand (acquired in May 2015) and executed the launches of our Bagsy and MR. brands into Debenhams and Boots respectively. Each of these brands are continuing to build their contribution to company sales and margin and were supported by innovative marketing initiatives including sports sponsorship and digital campaigns.

The acquisition of The Brand Architekts Ltd ("Brand Architekts") was completed on 27 June 2016 and therefore had no impact on the financial year just ended. Work has already started on opportunities to accelerate the impressive growth of the acquired business, as we bring the complementary capabilities and resources of Swallowfield and Brand Architekts together. We are pleased to report that initial feedback from key customers and suppliers has been positive and supportive.

Executing our strategy

'Creating for Tomorrow, Delivering for Today'

Our business strategy is developed on two complimentary platforms:

-- the first 'Creating for Tomorrow' identifies the strategic pillars that we believe will help us create a stronger business in the mid and long term.

-- the second 'Delivering for Today' identifies some key operational focus areas that we need to drive in order to deliver our more immediate (i.e. current fiscal) performance.

The four strategic pillars of 'Creating for Tomorrow' are:

Product category focus

The business is focusing on a select number of 'drive' and 'build' product categories where Swallowfield has an existing and sustainable competitive advantage. Investment of both human and financial resources is prioritised to drive higher growth and profitability in each of these categories at the expense of our 'service' product categories which we are seeking to de-prioritise/exit.

Our 'drive' categories include personal care aerosols, hot pour products (for lips, face, hair and underarm) and roll-ons. Our 'build' categories include cosmetic pencils, fragrance, gifting and premium liquids.

In the reporting period our drive and build categories posted sales growth of 17% and 9% respectively, with a combined sales growth of 13% versus the prior year. Contribution margin growth, in absolute terms, was ahead of sales growth in both cases.

As a result of our success in focusing so strongly on the drive and build categories, we have reduced our proportion of sales on 'service' categories down to 2% (from 10% in FY14). This target has been met ahead of schedule. Virtually all of our business is now in product categories where we feel we have a strong competitive position and therefore we can expect reasonable margins and higher customer loyalty.

The next phase of our Product Category Focus will now concentrate on investing wisely to further extend our leadership positions across our drive and build categories by strengthening our capabilities in terms of product formulation technology, packaging formats and production cost efficiency. It is also an appropriate time to slightly recalibrate which categories sit in which cluster. This recalibration will primarily be used to guide our investment priorities. In the mid-term, we expect broadly similar growth rates across our drive and build categories.

Core business innovation

Our core customers are brand owners who require a constant stream of product innovation to remain competitive and we have built a reputation as a valuable partner to them in this process.

During the reporting period we were pleased to introduce a number of new products across a range of key customers and also secure agreements for future supply of several innovative haircare products to major premium brand owners which will continue to positively impact business performance in fiscal year 2017.

We have also seen growth in volumes of the innovative 'world first' plastic aerosol foaming shower gel which was successfully introduced last year.

Furthermore, we delivered our first orders under a partnership arrangement entered into with a leading US aerosol manufacturer. This arrangement enables the production of Swallowfield formulations in the USA adapted to US regulatory requirements in a cost effective way to allow our European based customers to launch their products into North America. Swallowfield receives a commission and satisfies an increasingly common customer need, thereby strengthening customer relationships.

Swallowfield owned brands

As well as our core work we have been utilising our product development, manufacturing, and distribution expertise to create innovative ranges of products which are being taken to market under our own brand names. These are positioned to avoid any direct conflict with our existing valued customer base. Through highly targeted campaigns and the use of cost-effective customer engagement channels such as social media, we believe we can build strong brand awareness to support product sales with moderate and sustainable investment levels.

The Real Shaving Company brand (acquired in May 2015) has been fully integrated into the business and sales and margins are contributing positively. A new aerosol product was added to the range and launched in October 2015 in the UK and Canada in Spring 2016. The addition of the aerosol is a great example of how Swallowfield can add value to brands through applying its existing product expertise and intellectual property. A new sampling campaign was executed in the second half and we entered into an exciting sponsorship package with Somerset County Cricket Club on the T20 Blast, which ran through the 2016 season. Subsequent to this we have secured listings of a range of gift and travel packs with a major high street health & beauty retailer.

Our premium beauty brand, 'Bagsy', was successfully rolled out in October 2015 to 38 Debenhams stores on full display units. Sales have been building steadily and we have executed a number of interesting in-store promotions through the spring and summer which have been backed up by digital advertising and PR. Further distribution extensions are being worked on, both in the UK and internationally, and we were excited to announce that we have entered into an exclusive agreement with the well-known fashion designer Savannah Miller. We will be co-developing a number of new products to be launched in October 2016 under the 'Savannah Miller for Bagsy' name. As part of the collaboration Savannah is now promoting the Bagsy brand on QVC.

Our premium and innovative new male haircare brand, 'MR.', was launched into 350 Boots stores in October 2015 and sales have also been building steadily. Again, a range of in-store promotions and digital advertising / promotion were executed through the spring and summer and built further consumer awareness and sales.

Our value brand, Tru, continues to generate sales in existing outlets and we are seeking to extend its retail distribution further at the same time as exploring other product categories.

The Brand Architekts Ltd

The synergistic acquisition of Brand Architekts has provided us with an opportunity to accelerate the 'owned brands' strategic pillar of Swallowfield's strategy significantly.

Brand Architekts owns and manages a strong and growing portfolio of mid-premium beauty and personal care brands. The majority of sales of these brands are through major UK high street retailers, many of which are already existing customers of Swallowfield. Further sales are made through export, notably in North America, Australia, the Nordics and Turkey.

Brand Architekts' key brands include Dirty Works, Kind Natured, Argan, Happy Naturals, DrSalts, Superfacialist and Senspa and together these accounted for approximately 78%. of Brand Architekts's sales in their last financial year to 31 January 2016. Brand Architekts currently outsources its production to suppliers in the UK and China.

The acquisition, which completed on 27 June 2016 provides Swallowfield with a transformational opportunity to bring critical mass to its 'owned brand' portfolio. At the same time, the acquisition has also added a proven, experienced London-based brand management team which will bring further expertise to the Group.

For the financial year to 31 January 2016 Brand Architekts generated net sales of GBP10.7m (after adjustment for promotional activity), achieved a 35 per cent. contribution margin, GBP2.0m EBITDA and GBP2.0m of profit before tax. This continued the strong growth momentum that Brand Architekts had achieved over the previous two financial years during which time Brand Architekts achieved a CAGR for EBITDA of 47%. from FY14 to FY16. We believe that this growth momentum can be further enhanced by the support of Swallowfield's existing established resources, including its international footprint, digital marketing, online sales, product development and supply chain.

In the medium term, the Directors consider that the acquisition will provide further opportunities for accelerated growth. Brand Architekts has an existing pipeline of new products and the Directors anticipate that further new products will also be driven from Swallowfield's already established areas of expertise. At the same time, there is scope for both UK and international distribution growth, particularly through Swallowfield's existing international sales offices. An important additional benefit is that Swallowfield will be able to sell its current owned brands through Brand Architekts' distributor network thereby generating additional revenues for Swallowfield's existing stable of owned brands. Finally, it is anticipated that the acquisition will generate benefits through economies of scale in areas such as logistic costs, sourcing synergies (particularly in China), finance and administration/customer service functions as well as giving Swallowfield's owned brand portfolio critical mass when buying public relations, media and display exposure.

Cost base optimisation

Growth through innovation, quality and service is our core focus. However, we also recognise that the more efficient we can become in our operations then the more resources we will have to invest in innovation and growth opportunities and the more competitive we can be in winning price sensitive business.

There have been a number of successful projects to increase labour efficiency, line speeds and automation across our manufacturing sites and they have contributed to the increase in % contribution margin we have seen in the reporting period.

We have installed a new compressor and boiler system at our Wellington site which has helped reduce our energy consumption by 8%.

Financial review

Revenue showed growth of 10.1% at GBP54.5m (2015: GBP49.4m). The strength of the euro has reduced sales revenue by GBP0.5m, offset by a GBP0.4m gain on the US dollar, so net revenue growth on a constant currency basis would have been 10.5%. This strong revenue growth has been bolstered by a number of significant product launches where we have partnered with major global brand owners that required initial launch volumes to be produced and sold in our H2.

Direct contribution margins - defined as net sales less materials, direct labour, and other direct costs - increased by 310 basis points to 31.9% (prior year 28.8%). This reflects the success of our Product Category Prioritisation, the introduction of a number of innovative new products in our core business and the growing contribution from our portfolio of Swallowfield owned brands.

The overall re-shaping of the business towards stronger growth and margins has enabled us to increase profitability at a time when we have also increased investment in organisational capability and brand support.

The net effect is that the Group made an adjusted operating profit of GBP1.79m (2015: GBP1.00m). Adjusted profit before tax increased to GBP1.63m (2014: GBP0.81m).

The overall effective rate of Group taxation for the period was 12% of pre-tax profits (2015: 8%). This represents the current tax payable in the Czech Republic and also that, in the UK, the taxable profit in the current year exceeded the GBP1.3m of brought forward tax losses which will be fully utilised as a consequence. This results in an adjusted earnings per share of 12.6p (2015: 6.6p).

The Group's strategic investment of a 19% shareholding in Shanghai Colour Cosmetics Technology Company Limited (SCCTC) was re-valued upwards by GBP0.17m during the period, to fair value based on SCCTC's June 2016 net assets. The initial cost of this investment was GBP0.14m and this is now valued at GBP0.56m. This improved valuation is in addition to the dividend income received since acquisition. A dividend of GBP0.05m was received in the year (2015: GBP0.02m).

Net debt and cash flow

Our balance sheet continued to strengthen with improved control of working capital leading to a net debt position of GBP4.3m as at 25 June 2016, which is ahead of expectations, and compares favourably to the prior year at GBP5.4m. This figure is after absorbing growth related investments in capital equipment and inventory to support our owned brands. Our success in winning a number of pieces of new business in the core contract manufacturing business has created a peak in new product launches around the reporting date, impacting the individual components of working capital versus the prior year.

Financing costs of GBP0.22m (2015: GBP0.20m) comprised interest expense of GBP0.13m (2015: GBP0.11m) plus a pension scheme finance charge of GBP0.09m (2015: charge GBP0.09m).

Capital expenditure was GBP1.2m which was in line with depreciation. Over a rolling three year cycle we expect capital expenditure to be broadly in line with depreciation and amortisation, although fast payback projects to support incremental new contracts will also be considered.

Defined benefit pension scheme

During the reporting period the Group closed the existing defined benefit scheme to future accrual.

The defined benefit pension scheme underwent its last triennial valuation on 5 April 2014. The deficit on a statutory funding basis was GBP1.3m and the Group entered into a revised deficit recovery plan and schedule of contributions in July 2015. The deficit reduction payment will be GBP108k per annum (previously GBP111.5k per annum) for ten years.

Subsequent to finalising the valuation the Group entered in to a formal consultation with the members to close the scheme to future accrual with effect from 31 December 2015, and this negotiation was concluded in the period, and as a consequence we have recognised a credit of GBP0.87m (2015: GBPnil) relating to a curtailment gain, which represents a reduction in liabilities on closure to future accrual and is accounted for as a past service credit under IAS 19. One-off costs of GBP0.22m were incurred during this process which have been netted against this gain. We have therefore excluded the net amount of GBP0.65m from adjusted Group operating profit, as this is a one-off gain and is unrelated to the underlying performance of the Group.

For accounting purposes at June 2016, the Group recognised under IAS19 'employee benefits', a deficit of GBP4.50m (June 2015: GBP2.66m). 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 lower than they were at June 2015. This has resulted in lower discount rates being adopted for accounting purposes compared to last year, offset by a reduction in expectations of long term inflation. Coupled with the volatile market conditions at the accounting date impacting fair value asset valuations, this has translated into an increased deficit under IAS19.

Dividends

The Board is pleased to announce that it will be proposing a final dividend of 2.3 pence for approval at this year's Annual General Meeting on 10 November 2016 (2015: 2.0p). This is in addition to the interim dividend of 0.8p already paid to give a total dividend of 3.1p (2015: 2.0p), an increase of 55%. If approved, the final dividend will be paid on 2 December 2016 to shareholders on the register on 11 November 2016. The shares will go ex-dividend on 10 November 2016.

Group Statement of Comprehensive Income

For the 52 weeks ending 25 June 2016 and 27 June 2015

 
 
                                               2016       2015 
                                  Notes     GBP'000    GBP'000 
 
 Revenue                              5      54,455     49,447 
 Cost of sales                             (46,393)   (43,609) 
-------------------------------  ------  ----------  --------- 
 Gross profit                                 8,062      5,838 
 Commercial and administrative 
  costs                                     (6,269)    (4,842) 
-------------------------------  ------  ----------  --------- 
 Operating profit before 
  exceptional items                           1,793        996 
 Exceptional items                    6         645          - 
-------------------------------  ------  ----------  --------- 
 Operating profit                             2,438        996 
-------------------------------  ------  ----------  --------- 
 Finance income                                  55         18 
 Finance costs                                (219)      (200) 
-------------------------------  ------  ----------  --------- 
 Profit before taxation               7       2,274        814 
 Taxation                             8       (273)       (68) 
-------------------------------  ------  ----------  --------- 
 Profit for the year                          2,001        746 
===============================  ======  ==========  ========= 
 Other comprehensive 
  income/(loss): 
 Items that will not 
  be reclassified subsequently 
  to profit or loss: 
  Re-measurement of 
  defined benefit liability 
  Items that will be 
  reclassified subsequently 
  to profit or loss:                        (2,160)      (316) 
  Exchange differences 
  on translating foreign 
  operations 
  Gain on available                             162      (137) 
  for sale financial 
  assets                                        170         68 
-------------------------------  ------  ----------  --------- 
 Other comprehensive 
  (loss) for the year                       (1,828)      (385) 
-------------------------------  ------  ----------  --------- 
 Total comprehensive 
  income for the year                           173        361 
===============================  ======  ==========  ========= 
 
 
 Profit attributable 
  to: 
-------------------------------  ------  ----------  --------- 
 Equity shareholders                          2,001        746 
-------------------------------  ------  ----------  --------- 
 
 Total comprehensive 
  income attributable 
  to: 
-------------------------------  ------  ----------  --------- 
 Equity shareholders                            173        361 
-------------------------------  ------  ----------  --------- 
 
 
 Earnings per share 
 - basic                              9       17.7p       6.6p 
  - diluted                           9       17.4p       6.5p 
 
 Dividends 
 Paid in year (GBP'000)                         317          - 
  Paid in year (pence 
   per share)                                  2.8p          - 
  Proposed (GBP'000)                            388        226 
  Proposed (pence per 
   share)                                      2.3p       2.0p 
 
 
 

Group Statement of Financial Position

For the 52 weeks ending 25 June 2016 and 27 June 2015

 
 
                                       2016      2015 
                                    GBP'000   GBP'000 
 ASSETS 
 Non-current assets 
 Property, plant 
  and equipment                      10,852    10,743 
 Intangible assets                    1,167     1,200 
 Deferred tax assets                    710       378 
 Investments                            560       390 
--------------------------------  ---------  -------- 
 Total non-current 
  assets                             13,289    12,711 
 Current assets 
 Inventories                          9,043     6,493 
 Trade and other 
  receivables                        15,358    10,839 
 Cash and cash equivalents              798       148 
  Current tax receivable                104         - 
--------------------------------  ---------  -------- 
 Total current assets                25,303    17,480 
--------------------------------  ---------  -------- 
 Total assets                        38,592    30,191 
--------------------------------  ---------  -------- 
 
 LIABILITIES 
 Current liabilities 
 Trade and other 
  payables                           20,540    13,823 
 Interest-bearing 
  loans and borrowings                  141       137 
 Current tax payable                    122         9 
--------------------------------  ---------  -------- 
 Total current liabilities           20,803    13,969 
--------------------------------  ---------  -------- 
 Non-current liabilities 
 Interest-bearing 
  loans and borrowings                  442       583 
 Post-retirement 
  benefit obligations                 4,495     2,662 
 Deferred tax liabilities                60        53 
 Total non-current 
  liabilities                         4,997     3,298 
--------------------------------  ---------  -------- 
 Total liabilities                   25,800    17,267 
--------------------------------  ---------  -------- 
 Net assets                          12,792    12,924 
--------------------------------  ---------  -------- 
 
 EQUITY 
 Share capital                          566       566 
 Share premium                        3,830     3,830 
 Revaluation of investment 
  reserve                               416       246 
 Capital reserve                          -         - 
 Exchange reserve                     (290)     (452) 
  Pension re-measurement 
   reserve                          (2,197)      (37) 
 Retained earnings                   10,467     8,771 
--------------------------------  ---------  -------- 
 Total equity                        12,792    12,924 
--------------------------------  ---------  -------- 
 
 

Group Statement of Changes in Equity

For the 52 weeks ending 25 June 2016 and 27 June 2015

 
                                  Share      Share    Available   Exchange          Net    Retained     Total 
                                Capital    Premium          for    Reserve      defined    Earnings    Equity 
                                                           Sale                 benefit 
                                                      Financial               liability 
                                                         Assets                /(asset) 
 Group                          GBP'000    GBP'000      GBP'000    GBP'000      GBP'000     GBP'000   GBP'000 
                              ---------  ---------  -----------  ---------  -----------  ----------  -------- 
 Balance as 
  at June 2015                      566      3,830          246      (452)         (37)       8,771    12,924 
 Dividends                            -          -            -          -            -       (317)     (317) 
 Share based 
  payments                            -          -            -          -            -          12        12 
 Transactions 
  with owners                         -          -            -          -            -       (305)     (305) 
----------------------------  ---------  ---------  -----------  ---------  -----------  ----------  -------- 
 Profit/(loss) 
  for the year                        -          -            -          -            -       2,001     2,001 
 Other comprehensive 
  income: 
 Re-measurement 
  of defined 
  benefit liability/(asset)           -          -            -          -      (2,160)           -   (2,160) 
 Exchange difference 
  on translating 
  foreign operations                  -          -            -        162            -           -       162 
 Gain on available 
  for sale financial 
  assets                              -          -          170          -            -           -       170 
 Total comprehensive 
  income for 
  the year                            -          -          170        162      (2,160)       2,001       173 
----------------------------  ---------  ---------  -----------  ---------  -----------  ----------  -------- 
 Balance as 
  at June 2016                      566      3,830          416      (290)      (2,197)      10,467    12,792 
----------------------------  ---------  ---------  -----------  ---------  -----------  ----------  -------- 
 
 
                                  Share      Share    Available   Exchange          Net    Retained     Total 
                                Capital    Premium          for    Reserve      defined    Earnings    Equity 
                                                           Sale                 benefit 
                                                      Financial               liability 
                                                         Assets                /(asset) 
 Group                          GBP'000    GBP'000      GBP'000    GBP'000      GBP'000     GBP'000   GBP'000 
                              ---------  ---------  -----------  ---------  -----------  ----------  -------- 
 Balance as 
  at June 2014                      566      3,830          178      (315)          279       8,022    12,560 
 Dividends                            -          -            -          -            -           -         - 
 Share based 
  payments                            -          -            -          -            -           3         3 
----------------------------  ---------  ---------  -----------  ---------  -----------  ----------  -------- 
 Transactions 
  with owners                         -          -            -          -            -           3         3 
----------------------------  ---------  ---------  -----------  ---------  -----------  ----------  -------- 
 Profit/(loss) 
  for the year                        -          -            -          -            -         746       746 
 Other comprehensive 
  income: 
 Re-measurement 
  of defined 
  benefit liability/(asset)           -          -            -          -        (316)           -     (316) 
 Exchange difference 
  on translating 
  foreign operations                  -          -            -      (137)            -           -     (137) 
 Gain on available 
  for sale financial 
  assets                              -          -           68          -            -           -        68 
----------------------------  ---------  ---------  -----------  ---------  -----------  ----------  -------- 
         Total comprehensive 
                  income for 
                    the year          -          -           68      (137)        (316)         746       361 
 Balance as 
  at June 2015                      566      3,830          246      (452)         (37)       8,771    12,924 
----------------------------  ---------  ---------  -----------  ---------  -----------  ----------  -------- 
 

Cash Flow Statement

For the 52 weeks ending 25 June 2016 and 27 June 2015

 
                                    Group 
 
                                 2016      2015 
                              GBP'000   GBP'000 
 Cash flow from operating 
  activities 
 Profit/(loss) before 
  taxation                      2,274       814 
 Depreciation                   1,152     1,101 
 Amortisation                      67        48 
 (Profit)/loss on                  41         - 
  disposal of property, 
  plant and equipment           (870)         - 
  Non-cash pension 
  scheme curtailment 
  gain 
 Finance income                  (55)      (18) 
 Finance cost                     219       200 
 (Increase)/Decrease 
  in inventories              (2,550)       572 
 (Increase)/Decrease 
  in trade and other 
  receivables                 (4,956)     2,108 
 Increase/(Decrease) 
  in trade and other 
  payables                      7,374   (2,249) 
 Contributions to 
  defined benefit plans         (321)     (399) 
  Current service cost 
   of defined benefit 
   plan                           305       361 
 Cash generated from 
  operations                    2,680     2,538 
---------------------------  --------  -------- 
 Finance expense paid           (134)     (112) 
 Taxation (refunded)             (10)      (80) 
---------------------------  --------  -------- 
 Net cash flow from 
  operating activities          2,536     2,346 
---------------------------  --------  -------- 
 Cash flow from investing 
  activities 
 Finance income received           55        18 
 Purchase of property, 
  plant and equipment         (1,181)   (1,543) 
 Purchase of intangible 
  assets                         (34)   (1,134) 
 Sale of property,                  -         - 
  plant and equipment 
 Net cash flow from 
  investing activities        (1,160)   (2,659) 
---------------------------  --------  -------- 
 Cash flow from financing 
  activities 
 (Repayment) on invoice 
  discounting facility          (272)     (792) 
 (Repayment) / proceeds 
  of loans                      (137)       720 
 Dividends paid                 (317)         - 
---------------------------  --------  -------- 
 Net cash flow from 
  financing activities          (726)      (72) 
---------------------------  --------  -------- 
 Net increase / (decrease) 
  in cash and cash 
  equivalents                     650     (385) 
 Cash and cash equivalents 
  at beginning of year            148       533 
---------------------------  --------  -------- 
 Cash and cash equivalents 
  at end of year                  798       148 
---------------------------  --------  -------- 
 
   1.   Statutory Accounts 

The financial information does not constitute statutory accounts as defined in section 435 of the Companies Act 2006, but has been extracted from the statutory accounts for the year ended June 2016 on which an unqualified audit report has been issued and which will be delivered to the Registrar following their adoption at the Annual General Meeting.

The statutory accounts for the financial year ended June 2015 have been delivered to the Registrar of Companies with an unqualified audit report and did not contain a statement under section 498 of the Companies Act 2006.

Copies of the 2016 Annual Report and Accounts will be posted to shareholders with the notice of the Annual General Meeting. Further copies may be obtained by contacting the Company Secretary at Swallowfield plc, Swallowfield House, Station Road, Wellington, Somerset, TA21 8NL. An electronic copy will be available on the Group's web site (www.swallowfield.com).

   2.    Basis of preparation 

The Group has prepared its consolidated financial statements in accordance with International Financial Reporting Standards (IFRS) as adopted by the European Union and also in accordance with IFRS issued by the International Accounting Standards Board. These financial statements have been prepared under the historical cost convention, modified to include the revaluation of certain non-current assets and financial instruments.

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 signing of these accounts. On this basis, they consider it appropriate to adopt the going concern basis in the preparation of these accounts.

The consolidated financial statements are presented in sterling and all values are rounded to the nearest thousand (GBP'000) except where otherwise indicated.

   3.   Basis of consolidation 

The Group financial statements consolidate the financial statements of the Company and its subsidiary undertakings. The results and net assets of undertakings acquired or disposed of during a financial year are included in the Group Statement of Comprehensive Income and Group Statement of Financial Position from the effective date of acquisition or to the effective date of disposal. Subsidiary undertakings have been consolidated using the purchase method of accounting. In accordance with the exemptions given by section 408 of the Companies Act 2006, the Company has not presented its own Statement of Comprehensive Income.

   4.   Accounting Policies 

The principal accounting policies which apply in preparing the financial statements for the year ended 30 June 2016 are consistent with those disclosed in the Group's audited accounts for the year ended 30 June 2015.

5. Segmental Analysis

Management have determined that there is only one operating segment of the group as all sales, purchasing, production and operational decisions are taken based on the overall Group operating performance. The results of this segment are as reported to the Chief Operating Decision Maker through the Group Statement of Comprehensive Income, Group Statement of Financial Position and Group Cash Flow Statement. The distribution of the group's external revenue by destination is shown below and attributable to individual countries based on the location of the customer.

 
                                      2016      2015 
                                   GBP'000   GBP'000 
 UK                                 31,868    30,308 
 Other European Union countries     20,577    16,700 
 Rest of the World                   2,010     2,439 
                                  --------  -------- 
                                    54,455    49,447 
                                  --------  -------- 
 

In the year ended 30 June 2016, the Group had two customers that exceeded 10% of total revenues, being 19% and 18% respectively. In 2016 the Group had non-current assets held overseas of GBP1,565,000 (2015: GBP1,304,000).

6. Exceptional items

Under exceptional Items we have recognised a credit of GBP0.87m (2015: GBPnil) relating to a curtailment gain, which represents a reduction in liabilities on closure of the defined benefit scheme to future accrual. One-off costs of GBP0.22m were incurred during this closure process, which have been netted against this gain. We have therefore excluded the net amount of GBP0.65m from adjusted Group operating profit, as this is a one-off gain and is unrelated to the underlying performance of the Group.

7. Profit before taxation

 
                                                2016      2015 
                                             GBP'000   GBP'000 
 (a) This is stated after charging/ 
  (crediting) 
 Depreciation of property, plant 
  and equipment of purchased assets            1,152     1,101 
 Amortisation of intangible assets                67        48 
 Research and development                        920       810 
 Foreign exchange losses / (gains)                49        79 
 Operating leases: 
 Hire of plant and machinery                      73        73 
 Rent of buildings                               552       594 
 Loss on disposal of property,                    41         - 
  plant and equipment 
 
 (b) Auditors' remuneration 
 Fees payable to the Company's 
  auditors for the audit of the 
  Company financial statements                    42        42 
 Fees payable to the auditors of 
  the subsidiary undertakings                      6         6 
 Fees payable to the Company's 
  auditors for other services: 
 Merger and acquisition advice                     -         - 
  Other services pursuant to legislation           2        20 
 Other services relating to taxation               8         8 
 
 (c) Earnings before interest, 
  taxation, depreciation and amortisation 
  ('EBITDA') 
 Operating profit before exceptional 
  items                                        1,793       996 
 Depreciation of property, plant 
  and equipment                                1,152     1,101 
 Amortisation of intangible assets                67        48 
 Loss on disposal of property,                    41         - 
  plant, and equipment 
                                            --------  -------- 
 EBITDA before exceptional operating 
  items                                        3,053     2,145 
 Exceptional operating items-                    645         - 
                                            --------  -------- 
 EBITDA after exceptional operating 
  items                                        3,698     2,145 
                                            --------  -------- 
 

The exceptional item is a non-cash curtailment gain arising from the closure of the company's Defined Benefit pension scheme to further accrual.

8. Taxation

 
                                          2016             2015 
  (a) Analysis of tax charge           GBP'000          GBP'000 
                 in the year 
         UK corporation tax: 
    - on profit for the year               116                - 
     - adjustment in respect                 -                - 
           of previous years 
                 -foreign tax               16               91 
          -double tax relief                 -                - 
                               ---------------  --------------- 
     Total current tax charge              132               91 
                               ---------------  --------------- 
               Deferred tax: 
         -current year charge              138               48 
         -prior year (credit)             (19)             (84) 
   -effect of tax rate change 
           on opening balance               22               13 
                               ---------------  --------------- 
           Total deferred tax              141             (23) 
                               ---------------  --------------- 
                   Tax charge              273               68 
                               ---------------  --------------- 
 
 

(b) Factors affecting total tax charge for the year

The tax assessed on the profit before taxation for the year is lower (2015: lower) than the standard rate of UK corporation tax of 20% (2015: 20.75%). The differences are reconciled below:

 
                                      2016          2015 
                                   GBP'000       GBP'000 
          Profit before taxation     2,274           814 
                                  --------      -------- 
           Tax at the applicable 
        rate of 20% (2015: 20.75 
                              %)       455           168 
                 Effect of: 
      Adjustment in respect           (19)             - 
          of previous years 
          Adjustment to deferred 
                             tax     (147)          (71) 
     Differences between UK 
      and foreign tax rates              4           (6) 
           Permanent differences 
                       and other         -           (2) 
                  R&D tax credit      (20)          (21) 
                                  --------      -------- 
               Actual tax charge       273            68 
                                  --------      -------- 
 
 

9. Earnings per share

 
                                     2016         2015 
  Basic and Diluted 
       Profit for the year 
                 (GBP'000)          2,001          746 
    Basic weighted average 
        number of ordinary 
    shares in issue during 
                  the year     11,306,416   11,306,416 
         Diluted number of 
                    shares     11,531,535   11,531,535 
                            -------------  ----------- 
        Basic earnings per 
                     share          17.7p         6.6p 
                            -------------  ----------- 
      Diluted earnings per 
                     share          17.4p         6.5p 
                            -------------  ----------- 
 

Basic earnings per share has been calculated by dividing the profit for each financial year by the weighted average number of ordinary shares in issue at 25 June 2016 and 27 June 2015 respectively. There is a difference at June 2016 between the basic net earnings per share and the diluted net earnings per share of 0.3p due to the 225,119 share options awarded.

 
                                     2016           2015 
  Adjusted earnings 
   per share 
       Adjusted Profit for 
        the year (GBP'000)          1,430            746 
    Basic weighted average 
        number of ordinary 
    shares in issue during 
                  the year     11,306,416     11,306,416 
         Diluted number of 
                    shares     11,531,535     11,531,535 
                            -------------  ------------- 
        Basic earnings per 
                     share          12.6p           6.6p 
                            -------------  ------------- 
      Diluted earnings per 
                     share          12.4p           6.5p 
                            -------------  ------------- 
 

Adjusted profit for the current year of GBP1.43m is shown after deducting GBP0.57m in respect of exceptional items (exceptional gain of GBP0.65m less notional tax credit of GBP0.08m on those items). Adjusted earnings per share has been calculated by dividing the adjusted profit of GBP1.43m by the weighted average number of ordinary shares in issue at 25 June 2016 respectively.

10. Note to Cash Flow Statement

 
 Group 
 (a) Reconciliation of cash and 
  cash equivalents to movement 
  in net debt: 
                                      2016                            2015 
                                   GBP'000                         GBP'000 
 Increase/(Decrease) 
  in cash and cash equivalents         650                           (385) 
 Net cash outflow from 
  increase in borrowings               409                              72 
                                  --------                        -------- 
 Change in net debt                  1,059                           (313) 
 Opening net debt                  (5,390)                         (5,077) 
                                  --------                        -------- 
 Closing net debt                  (4,331)                         (5,390) 
 
 
 (b) Analysis of net               Closing      Cash    Non-Cash   Closing 
  debt:                               2015      Flow    Movement      2016 
                                   GBP'000   GBP'000     GBP'000   GBP'000 
             Cash at bank and in 
                            hand       148       572          78       798 
           Secured debt facility   (4,818)       272           -   (4,546) 
           Borrowings due within 
                        one year     (137)       (4)           -     (141) 
            Borrowings due after 
                        one year     (583)       141           -     (442) 
                                  --------  --------  ----------  -------- 
                                   (5,390)       981          78   (4,331) 
                                  --------  --------  ----------  -------- 
 

11. Annual General Meeting

The Annual General Meeting will be held on Thursday 10 November 2016 at the Company's Registered Office, at 12.00 noon.

This information is provided by RNS

The company news service from the London Stock Exchange

END

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