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VCP Victoria Plc

205.00
-14.00 (-6.39%)
25 Apr 2024 - Closed
Delayed by 15 minutes
Share Name Share Symbol Market Type Share ISIN Share Description
Victoria Plc LSE:VCP London Ordinary Share GB00BZC0LC10 ORD 5P
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  -14.00 -6.39% 205.00 205.00 207.00 221.50 199.80 217.50 707,145 16:35:08
Industry Sector Turnover Profit EPS - Basic PE Ratio Market Cap
Carpets And Rugs 1.48B -91.8M -0.7982 -2.57 236.35M

Victoria PLC Interim Results (7662P)

22/11/2016 7:01am

UK Regulatory


Victoria (LSE:VCP)
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From Apr 2019 to Apr 2024

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TIDMVCP

RNS Number : 7662P

Victoria PLC

22 November 2016

22 November 2016

Victoria PLC

('Victoria', the 'Company', or the 'Group')

Interim Results

Strong Performance Continues - Well Positioned For Further Growth

Victoria PLC (LSE: VCP) the international designers, manufacturers and distributors of innovative floorcoverings, is pleased to announce its consolidated interim results for the 26 weeks ended 1 October 2016.

Financial and Operational Highlights

 
 Continuing operations         H1 FY17     H1 FY16    Growth 
 
 Revenue                     GBP153.4m   GBP105.6m      +45% 
 Underlying EBITDA(1)         GBP20.2m    GBP12.6m      +60% 
 Underlying operating 
  profit(1)                   GBP14.4m     GBP7.9m      +82% 
 Operating profit             GBP12.0m     GBP6.4m      +88% 
 Underlying profit before 
  tax(1)                      GBP12.3m     GBP6.4m      +92% 
 Profit before tax             GBP8.4m     GBP3.9m     +115% 
 Net debt                     GBP67.7m    GBP80.5m      -16% 
 Adjusted net debt / 
  EBITDA(2)                      1.93x       2.25x 
 Earnings per share(3) 
  : 
 - Basic adjusted               10.43p       6.59p      +58% 
 - Basic                         6.57p       0.88p     +647% 
 

Victoria's successful growth has continued:

-- Group revenues for the six months ending 1 October 2016 grew by 45% from GBP105.6m to GBP153.4m

   --     Like-for-like revenues grew by 8.0% (4.9% on a constant currency basis)(4) 
   --      Underlying operating profit increased from GBP7.9m to GBP14.4m 
   --      Underlying profit before tax substantially increased from GBP6.4m to GBP12.3m 

-- Net debt as at the half year was GBP67.7m, representing a very comfortable 1.93x annualised EBITDA(2) (2015 H1: 2.25x)

-- Acquisition of Ezi Floor on 30 September 2016 for initial cash consideration of GBP6.5m and deferred consideration of GBP6.5m, plus contingent cash consideration of up to a further GBP6.5m wholly dependent on improved EBITDA over the next four years

1. Underlying performance is stated before the impact of exceptional items, amortisation of acquired intangibles and asset impairment within operating profit. Underlying profit before tax and adjusted EPS are also stated before non-underlying items within finance costs (comprising mark-to-market adjustments, BGF redemption premium charge and deferred consideration fair value adjustments)

2. Adjusted net debt / EBITDA as measured in relation to the Group's bank facility covenants

3. Basic and basic adjusted earnings per share calculations set out in Note 7

4. Like-for-like revenue growth based on a complete half year of revenue for all businesses acquired excluding Ezi Floor. Figures are adjusted for the 26 week period to 1 October 2016 as compared to the 27 week prior period

Geoff Wilding, Executive Chairman of Victoria PLC commented:

"During the last six months we remained focused on executing our plan, with the acquisition of Ezi Floor extending the Group's underlay offering and earnings. The Board continues its effective cash management whilst at the same time being quick to identify and implement potential commercial and margin enhancing synergies across the Group as we gain market share both in the UK and Australia. With no shortage of acquisition opportunities in the UK and Europe, the Board is confident it can continue to grow Victoria and create more wealth for shareholders."

For more information contact:

 
 Victoria PLC 
  Geoff Wilding, Executive Chairman 
  Michael Scott, Group Finance             +44 (0) 15 
  Director                                  6274 9300 
  Cantor Fitzgerald Europe (Nominated 
   Adviser & Broker) 
   Rick Thompson, Phil Davies, 
   Michael Reynolds (Corporate 
   Finance)                                 +44 (0) 20 
   Mark Westcott, Caspar Shand-              7894 7000 
   Kydd ( Sales) 
   finnCap (Joint Broker) 
   Matt Goode, Grant Bergman (Corporate 
   Finance)                                  +44 (0) 20 
   Tim Redfern (Corporate Broking)           7220 0500 
 Buchanan Communications 
  Charles Ryland, Victoria Hayns,          +44 (0) 20 
  Jane Glover                               7466 5000 
 

The information communicated within this announcement is deemed to constitute inside information as stipulated under the Market Abuse Regulations (EU) No. 596/2014. Upon the publication of this announcement, this inside information is now considered to be in the public domain.

Chairman's Statement

The first half of this financial year was another successful trading period of continued growth and performance for Victoria. Despite the prognostications of the doom-sayers, Brexit has had no discernible impact on demand for our products in the UK with like-for-like revenues up 3.5%. Growth in Australia continues apace (up 8.9% AUD like-for-like). We remain confident in achieving all of our objectives for the financial year.

Ezi Floor

Underlay is sold alongside nearly two-thirds of carpet sales in the UK and, as such, some 18 months ago we formed the view that an underlay manufacturer would be an ideal addition for Victoria.

September 2015 saw the initiation of this strategy, with the acquisition of underlay manufacturer Interfloor. Over the last year, in particular with a focus on minimising costs, Interfloor has become a highly valuable contributor to the Group's earnings.

Following the success of Interfloor, we acquired another underlay manufacturer, Ezi Floor, on 30 September this year. This is a very entrepreneurial and successful business and its acquisition means Victoria is now able to provide a full range of underlay products across the market. Whilst, as with previous acquisitions, Interfloor and Ezi Floor will remain largely independent in terms of marketing and sales, we are highly confident operational synergies can be achieved between these two businesses and believe Ezi Floor will also make a material contribution to Victoria's earnings.

Acquisitions

Buying a company is easy; making it successful is another matter entirely. Many acquisitions fail to meet expectations and, understandably, many investors are sceptical of a business plan that incorporates acquisitions as part of its strategy. I have completed literally dozens of acquisitions in my business career, making my share of mistakes, but the end product achieved in several sectors over many years has been the creation of significant shareholder wealth.

So, the fact remains that acquisitions can be - and have been - a powerful tool for growing a business and opening new market opportunities.

Having said that, we have made just six acquisitions in four years. This steady pace enables us to ensure each acquired business is properly integrated into Victoria before we proceed with securing the next earnings enhancing deal.

At the risk of boring shareholders with repetition, let me once again set out the key criteria Victoria uses when assessing a potential acquisition opportunity. This list is not exhaustive and sometimes we will not acquire a business that meets all our criteria simply because of some indefinable factor that makes us uncomfortable with proceeding.

1. We never buy struggling businesses or turnarounds. The time and energy expended on a turnaround is rarely worth it;

2. Modern, well-equipped factories. As a company, Victoria is extremely focussed on cash generation. It is free cash that allows us to pay down debt, fund growth, whether acquisitions or organic, and progressively return capital to shareholders through dividends or share buybacks. So, the last thing we want to have to do after buying a business is spend all the cash it generates bringing the factory up to standard.

3. Committed, talented and honest management. Anyone can lease a factory and buy the machinery to make carpet (or other flooring). The difference between the average business and the extraordinary businesses Victoria acquires is the management;

4. Broad distribution channels. Victoria's sales are overwhelmingly made to literally thousands of retailers. We like the security this diversity provides; and pay close attention to customer concentration when considering a potential acquisition.

5. A fair price. To quote Warren Buffet, "It's far better to buy a wonderful company at a fair price than a fair company at a wonderful price. We recognise that quality businesses are rarely 'cheap' but shareholders can take comfort from the fact that we will not overpay. Ever.

Debt

Debt is a business tool like any other. Properly used it can transform growth and shareholder returns and, given the very high levels of cash generation by the business, Victoria makes use of prudent levels of debt to grow the business and improve earnings.

We have consistently demonstrated over the last four years that, while there is a significant seasonal profile in Victoria's net debt (our working capital levels peak in September each year due to the increase in demand during the pre-Christmas rush, plus the timing of our deferred consideration payments are substantially weighted to H1), overall cash generation is aligned to annual earnings. Management across the entire Victoria Group is very focussed on cash generation, which gives the Board the confidence to appropriately deploy debt to fund acquisitions.

Outlook

Both markets in which Victoria trades - the UK and Australia - continue to perform well.

The Australian flooring market is experiencing very good demand from consumers. Although Australia housing stock is about one-third that of the UK, the houses themselves are about three times the size of the average UK house and therefore the addressable market is quite similar in size. I have been delighted by the performance of both our historical business in Australia and Quest, the acquisition we made in August 2015.

The UK, which is about 75% of our business, also continues to trade well. Brexit has had no discernible impact on demand for product and, with some 60% of carpet sold in the UK imported - primarily from Europe - weaker Sterling has benefited us by making our main competitors product materially more expensive whilst less than 20% of our cost base is in Euros or US dollars.

Unlike most other retail purchases, consumers typically only decide to invest in a new carpet for their home once every seven to nine years. As a result, consumers have little awareness as to what a square metre of carpet "should" cost. It is for that reason that the price at which we can sell product is governed moreover by the price point of our competitors than consumers expectations. This, therefore, makes it easier to pass on any production-based inflationary pressures due to all manufacturers broadly being in the same position; all seeking to increase prices at similar inflection points.

In the same regard, as consumer spend for carpet averages at GBP300-500 per room, any marginal increase in price per square metre will have limited impact on them deciding whether or not to proceed with the purchase.

Nonetheless we continue to maintain tight control over costs and inventory to ensure that the Group is well positioned should selling conditions change. To that end, I thought it might be helpful for shareholders to understand the level of variability in our cost base. Victoria is more lowly geared operationally than I suspect some shareholders appreciate. Over half of Victoria's cost base fluctuates directly with sales (e.g. raw materials and energy) and a further circa 30% is capable of being varied within a few weeks (e.g. labour, logistics and marketing costs), should conditions change.

Growth in earnings per share will continue from both organic improvements and acquisitions. There is no shortage of opportunities both in the UK and Europe - although we take care to only proceed once we are confident the last acquisition has been properly integrated. Our strong positive cash-flow, together with supportive bankers and shareholders ensure further acquisition-based growth can be funded. By maintaining very strict criteria and strong price discipline, I am confident acquisitions will continue to be earnings enhancing and a useful tool to both strengthen the Group and create wealth for shareholders.

Therefore, once again, I am pleased to say the Board faces the balance of the financial year with a positive outlook.

 
 
  Condensed Consolidated Income 
  Statement 
  For the 26 weeks ended 1 
  October 2016 (unaudited) 
                                                                                      27 weeks ended 
                                              26 weeks ended 1                        3 October 2015                         53 weeks ended 
                                                October 2016                                (1)                          2 April 2016 (Audited) 
 
                                                        Non-                                   Non-                                   Non- 
                                     Underlying   underlying    Reported    Underlying   underlying    Reported    Underlying   underlying    Reported 
                                    performance        items     numbers   performance        items     numbers   performance        items     numbers 
                                                                             re-stated    re-stated   re-stated 
                            Notes        GBP000       GBP000      GBP000        GBP000       GBP000      GBP000        GBP000       GBP000      GBP000 
 -----------------------   ------  ------------  -----------  ----------  ------------  -----------  ----------  ------------  -----------  ---------- 
  Continuing operations 
  Revenue                       3       153,405            -     153,405       105,607            -     105,607       255,174            -     255,174 
  Cost of sales                       (103,007)            -   (103,007)      (70,365)            -    (70,365)     (169,930)        (249)   (170,179) 
 ------------------------  ------  ------------  -----------  ----------  ------------  -----------  ----------  ------------  -----------  ---------- 
  Gross profit                           50,398            -      50,398        35,242            -      35,242        85,244        (249)      84,995 
  Distribution costs                   (29,285)            -    (29,285)      (22,754)            -    (22,754)      (49,852)        (157)    (50,009) 
  Administrative expenses 
   (including intangible 
   amortisation)                        (6,997)      (2,440)     (9,437)       (4,732)      (1,525)     (6,257)      (13,753)      (3,787)    (17,540) 
  Other operating income                    291            -         291           130            -         130           292            -         292 
 ------------------------  ------  ------------  -----------  ----------  ------------  -----------  ----------  ------------  -----------  ---------- 
  Operating profit/(loss)                14,407      (2,440)      11,967         7,886      (1,525)       6,361        21,931      (4,193)      17,738 
  Comprising: 
  Operating profit before 
   exceptional items and 
   intangible 
   amortisation                 3        14,407            -      14,407         7,886            -       7,886        21,931            -      21,931 
  Intangible amortisation                     -      (1,946)     (1,946)             -        (197)       (197)             -      (2,315)     (2,315) 
  Asset impairment                            -            -           -             -            -           -             -        (160)       (160) 
  Exceptional items           3,4             -        (494)       (494)             -      (1,328)     (1,328)             -      (1,718)     (1,718) 
 ------------------------  ------  ------------  -----------  ----------  ------------  -----------  ----------  ------------  -----------  ---------- 
  Finance costs                 5       (2,116)      (1,470)     (3,586)       (1,531)        (975)     (2,506)       (3,714)      (4,734)     (8,448) 
 ------------------------  ------  ------------  -----------  ----------  ------------  -----------  ----------  ------------  -----------  ---------- 
  Profit/(loss) before 
   tax                                   12,291      (3,910)       8,381         6,355      (2,500)       3,855        18,217      (8,927)       9,290 
  Taxation                      6       (2,802)          395     (2,407)       (1,458)            -     (1,458)       (4,302)          961     (3,341) 
 ------------------------  ------  ------------  -----------  ----------  ------------  -----------  ----------  ------------  -----------  ---------- 
  Profit/(loss) for the 
   period from continuing 
   operations                             9,489      (3,515)       5,974         4,897      (2,500)       2,397        13,915      (7,966)       5,949 
  Loss for the period 
   from discontinued 
   operations                                 -            -           -             -      (1,746)     (1,746)             -      (2,132)     (2,132) 
  Profit/(loss) for the 
   period                                 9,489      (3,515)       5,974         4,897      (4,246)         651        13,915     (10,098)       3,817 
 ------------------------  ------  ------------  -----------  ----------  ------------  -----------  ----------  ------------  -----------  ---------- 
  Earnings per share 
  from continuing 
  operations (2) 
  basic (pence)                 7                                   6.57                                   3.23                                   7.22 
  diluted (pence)               7                                   6.46                                   3.29                                   7.11 
  Earnings per share (2) 
  basic (pence)                 7                                   6.57                                   0.88                                   4.63 
  diluted (pence)               7                                   6.46                                   0.98                                   4.60 
                           ------  ------------  -----------  ----------  ------------  -----------  ----------  ------------  -----------  ---------- 
 

(1) Re-stated to reflect the new accounting policy adopted in relation to expenditure on sampling assets and the change in accounting treatment of the Business Growth Fund Loan to split the debt and equity components. The effects of these changes were detailed in Note 31 of the Annual Report and Accounts for the 53 weeks ended 2 April 2016.

(2) The prior year earnings per share metrics have been recalculated to reflect the five for one share split which was effective from 12 September 2016.

 
 Condensed Consolidated Statement of Comprehensive 
  Income 
  For the 26 weeks ended 1 October 2016 (unaudited) 
 
                                                   26 weeks      27 weeks    53 weeks 
                                                      ended         ended       ended 
                                                  1 October     3 October     2 April 
                                                       2016          2015        2016 
 
                                                              (re-stated)   (Audited) 
                                                     GBP000                    GBP000 
------------------------------------------      -----------  ------------  ---------- 
 Profit for the period                                5,974           651       3,817 
----------------------------------------------  -----------  ------------  ---------- 
 Other Comprehensive (expense)/income: 
 Items that will not be 
  reclassified to profit 
  or loss: 
 Actuarial (losses)/gains 
  on pension scheme                                 (6,550)           329       (152) 
 Increase/(decrease) in deferred 
  tax asset relating to pension 
  scheme liability                                    1,214          (60)          53 
 
 Total items that will 
  not be reclassified to 
  profit or loss                                    (5,336)           269        (99) 
----------------------------------------------  -----------  ------------  ---------- 
 
 Items that may be reclassified 
  subsequently to profit 
  or loss 
 Currency translation 
  gains/(losses)                                      1,716       (1,533)         708 
 Totals items that may be reclassified 
  subsequently to profit or loss                      1,716       (1,533)         708 
--------------------------------------------    -----------  ------------  ---------- 
 
 Other comprehensive (expense)/income 
  for the year, net of tax                          (3,620)       (1,264)         609 
--------------------------------------------    -----------  ------------  ---------- 
 
 Total comprehensive income/(loss) 
  for the year attributable to the owners 
  of the parent                                       2,354         (613)       4,426 
----------------------------------------------  -----------  ------------  ---------- 
 
 
 Condensed Consolidated Balance Sheet 
 As at 1 October 2016 (unaudited) 
 
                                             1 October      3October     2 April 
                                                  2016          2015        2016 
 
 
                                                         (re-stated)   (Audited) 
                                                GBP000        GBP000      GBP000 
--------------------------------------      ----------  ------------  ---------- 
 
 Non-current assets 
 Goodwill                                       48,949        68,389      37,205 
 Intangible assets                              42,174         8,661      43,476 
 Property, plant and equipment                  41,220        35,206      38,811 
 Investment property                               180           180         180 
 Deferred tax asset                              4,818         3,148       3,287 
------------------------------------------ 
 Total non-current assets                      137,341       115,584     122,959 
------------------------------------------  ----------  ------------  ---------- 
 
 Current assets 
 Inventories                                    63,261        54,679      58,970 
 Trade and other receivables                    46,415        45,767      42,562 
 Cash at bank and in hand                       21,501         7,846      19,078 
 Other financial assets                            374           180         384 
 Total current assets                          131,551       108,472     120,994 
------------------------------------------  ----------  ------------  ---------- 
 
 Total assets                                  268,892       224,056     243,953 
------------------------------------------  ----------  ------------  ---------- 
 
 Current liabilities 
 Trade and other payables                       70,488        60,493      66,913 
 Current tax liabilities                         3,750         2,630       2,891 
 Other financial liabilities                       617         3,644         596 
------------------------------------------ 
 Total current liabilities                      74,855        66,767      70,400 
------------------------------------------  ----------  ------------  ---------- 
 
 Non-current liabilities 
 Trade and other payables                       14,850        10,735      11,524 
 Other financial liabilities                    87,617        84,690      78,522 
 Deferred tax liabilities                        8,393         1,681       9,129 
 Retirement benefit obligations                  9,734         2,665       3,345 
 Total non-current liabilities                 120,594        99,771     102,520 
------------------------------------------  ----------  ------------  ---------- 
 
 Total liabilities                             195,449       166,538     172,920 
------------------------------------------  ----------  ------------  ---------- 
 
 Net assets                                     73,443        57,518      71,033 
------------------------------------------  ----------  ------------  ---------- 
 
 Equity 
 
 Share capital                                   4,548         4,370       4,548 
 Share premium                                  52,467        44,164      52,462 
 Retained earnings                              15,695         8,302      13,341 
 Other reserves                                    733           682         682 
 Total equity                                   73,443        57,518      71,033 
------------------------------------------  ----------  ------------  ---------- 
 
 
 Condensed Consolidated Statement of Changes 
  in Equity 
 For the 26 weeks ended 1 October 2016 
  (unaudited) 
                                        Share     Share   Retained      Other     Total 
                                      capital   premium   earnings   reserves    equity 
                                       GBP000    GBP000     GBP000     GBP000    GBP000 
 
 At 28 March 2015 (re-stated)           3,639    10,144      8,915        682    23,380 
-----------------------------------  --------  --------  ---------  ---------  -------- 
 
 Profit for the period to 
  3 October 2015                         ----      ----        651       ----       651 
 Other comprehensive loss 
  for the period                         ----      ----    (1,264)       ----   (1,264) 
 Total comprehensive loss                ----      ----      (613)       ----     (613) 
-----------------------------------  --------  --------  ---------  ---------  -------- 
 
 Issue of share capital                   731    34,020       ----       ----    34,751 
 Transactions with owners                 731    34,020       ----       ----    34,751 
-----------------------------------  --------  --------  ---------  ---------  -------- 
 
 At 3 October 2015 (re-stated)          4,370    44,164      8,302        682    57,518 
-----------------------------------  --------  --------  ---------  ---------  -------- 
 
 
 At 28 March 2015 (re-stated)           3,639    10,144      8,915        682    23,380 
-----------------------------------  --------  --------  ---------  ---------  -------- 
 Profit for the period to 
  2 April 2016                           ----      ----      3,817       ----     3,817 
 Other comprehensive income 
  for the period                         ----      ----        609       ----       609 
-----------------------------------  --------  --------  ---------  --------- 
 Total comprehensive income              ----      ----      4,426       ----     4,426 
-----------------------------------  --------  --------  ---------  ---------  -------- 
 
 Issue of share capital                   909    42,318       ----       ----    43,227 
 Transactions with owners                 909    42,318       ----       ----    43,227 
-----------------------------------  --------  --------  ---------  ---------  -------- 
 
 At 2 April 2016                        4,548    52,462     13,341        682    71,033 
-----------------------------------  --------  --------  ---------  ---------  -------- 
 
 At 3 April 2016                        4,548    52,462     13,341        682    71,033 
-----------------------------------  --------  --------  ---------  ---------  -------- 
 
 Profit for the period to 
  1 October 2016                         ----      ----      5,974       ----     5,974 
 Other comprehensive loss 
  for the period                         ----      ----    (3,620)       ----   (3,620) 
 Total comprehensive income              ----      ----      2,354       ----     2,354 
-----------------------------------  --------  --------  ---------  ---------  -------- 
 
 Issue of share capital                  ----         5       ----       ----         5 
 Movement in other reserves              ----      ----       ----         51        51 
 Transactions with owners                ----         5       ----         51        56 
-----------------------------------  --------  --------  ---------  ---------  -------- 
 
 At 1 October 2016                      4,548    52,467     15,695        733    73,443 
-----------------------------------  --------  --------  ---------  ---------  -------- 
 
 
 Condensed Consolidated Statements 
  of Cash Flows 
 For the 26 weeks ended 1 October 
  2016 (unaudited) 
 
                                                         26 weeks       27 weeks    53 weeks 
                                                            ended          ended       ended 
                                                        1 October      3 October     2 April 
                                                             2016           2016        2016 
 
                                                                     (re-stated)   (Audited) 
                                               Notes       GBP000         GBP000      GBP000 
-----------------------------------------     ------  -----------  -------------  ---------- 
 Cash flows from operating 
  activities 
 Operating profit from continuing 
  operations                                               11,967          6,361      17,738 
 Adjustments for: 
 - Depreciation charges                                     5,829          4,689      10,347 
 - Amortisation of intangible 
  assets                                                    1,946            197       2,315 
 - Goodwill adjustment                                       ----           ----        (43) 
 - Asset impairment                                          ----           ----         160 
 - Profit on disposal of property, 
  plant and equipment                                         (1)          (129)       (143) 
 - Defined benefit pension 
  cash contributions                                        (221)           ----        ---- 
 - Exchange rate difference 
  on consolidation                                            235          (425)         594 
--------------------------------------------  ------  -----------  -------------  ---------- 
 Net cash flow from operating activities 
  before movements in working capital                      19,755         10,693      30,968 
 Change in inventories                                    (1,592)        (3,666)     (7,767) 
 Change in trade and other 
  receivables                                             (1,190)          (683)         215 
 Change in trade and other 
  payables                                                (3,034)          2,495       7,628 
--------------------------------------------  ------  -----------  -------------  ---------- 
 Cash generated by continuing 
  operations                                               13,939          8,839      31,044 
 Interest paid                                            (1,841)        (1,392)     (3,243) 
 Income taxes paid                                        (2,721)        (1,627)     (3,243) 
 Net cash flow from discontinued 
  operations                                                 ----             65          65 
 Net cash inflow from operating 
  activities                                                9,377          5,885      24,623 
--------------------------------------------  ------  -----------  -------------  ---------- 
 
 Investing activities 
 Purchases of property, plant 
  and equipment                                           (6,030)        (4,896)     (9,752) 
 Proceeds from disposal of 
  Westwood Yarns Limited                                     ----          -----         431 
 Proceeds on disposal of property, 
  plant and equipment                                          48            827       1,034 
 Deferred consideration and 
  earn-out payments                                       (8,332)        (5,155)     (7,453) 
 Acquisition of subsidiaries 
  net of cash acquired                                       ----       (16,478)    (19,265) 
 Net cash used in investing 
  activities                                             (14,314)       (25,702)    (35,005) 
--------------------------------------------  ------  -----------  -------------  ---------- 
 
 Financing activities 
 Increase/(decrease) in long 
  term loans                                                7,385          (657)     (4,573) 
 Issue of share capital                                      ----         34,592      43,043 
 Repayment of obligations under 
  finance leases/HP                                         (475)          (539)       (650) 
 Net cash generated by financing 
  activities                                                6,910         33,396      37,820 
--------------------------------------------  ------  -----------  -------------  ---------- 
 
 Net increase in cash and cash 
  equivalents                                               1,973         13,579      27,438 
 Cash and cash equivalents 
  at beginning of period                                   19,078        (8,502)     (8,502) 
 Effect of foreign exchange 
  rate changes                                                450          (177)         142 
 Cash and cash equivalents 
  at end of period                                 8       21,501          4,900      19,078 
--------------------------------------------  ------  -----------  -------------  ---------- 
 
 

Notes to the Condensed Half-Year Financial Statements

 
 1   General information 
     These condensed consolidated financial statements for 
      the 26 weeks ended 1 October 2016 have not been audited 
      or reviewed by the Auditors. They were approved by 
      the Board of Directors on 21 November 2016. 
     The information for the 53 weeks ended 2 April 2016 
      does not constitute statutory accounts as defined in 
      Section 434 of the Companies Act 2006. A copy of the 
      statutory accounts for that year has been delivered 
      to the Registrar of Companies. The Auditors' report 
      on those accounts was unqualified and did not include 
      a reference to any matter to which the Auditor drew 
      attention by way of emphasis without qualifying the 
      report and did not contain statements under Section 
      498(2) or 498(3) of the Companies Act 2006. 
 
 2   Basis of preparation and accounting policies 
     These condensed consolidated financial statements should 
      be read in conjunction with the Group's financial statements 
      for the 53 weeks ended 2 April 2016, which were prepared 
      in accordance with IFRSs as adopted by the European 
      Union. 
     The accounting policies and basis of consolidation 
      of these condensed financial statements are consistent 
      with those applied and set out on pages 27 to 33 of 
      the Group's audited financial statements for the 53 
      weeks ended 2 April 2016. 
 
     Having reviewed the Group's projections, and taking 
      account of reasonable possible changes in trading performance, 
      the Directors believe they have reasonable grounds 
      for stating that the Group has adequate resources to 
      continue in operational existence for the foreseeable 
      future. 
 
     Accordingly, the Directors continue to adopt the going 
      concern basis in preparing the financial statements 
      of the Group. 
 
 3   Segmental information 
 
     The Group is organised into two operating divisions, 
      the sale of floorcovering products in the UK and Australia. 
 
     Geographical segment information for revenue, operating 
      profit and a reconciliation to entity net profit is 
      presented below. 
 
 
 Income statement 
                               26 weeks ended 1 October                             27 weeks ended 3 
                                         2016                                         October 2015 
                                            Unallocated                                      Unallocated 
                                                central                                          central 
                          UK   Australia       expenses     Total          UK   Australia       expenses       Total 
                                                                    re-stated   re-stated                  re-stated 
                     GBP'000     GBP'000        GBP'000   GBP'000     GBP'000     GBP'000        GBP'000     GBP'000 
 
 
 Revenue from 
  continuing 
  operations         112,082      41,323          -----   153,405      81,069      24,538          -----     105,607 
------------------  --------  ----------  -------------  --------  ----------  ----------  -------------  ---------- 
 
 Underlying 
  operating 
  profit              11,062       4,141          (796)    14,407       6,420       1,964          (498)       7,886 
 Non-underlying 
  operating items    (1,578)       (368)          -----   (1,946)       (197)       -----          -----       (197) 
 Exceptional 
  operating 
  items                -----       -----          (494)     (494)       -----       -----        (1,328)     (1,328) 
------------------  --------  ----------  -------------  --------  ----------  ----------  -------------  ---------- 
 Operating profit 
  from continuing 
  operations           9,484       3,773        (1,290)    11,967       6,223       1,964        (1,826)       6,361 
 
 Underlying 
  interest 
  charges                                                 (2,116)                                            (1,531) 
 Non-underlying 
  finance costs                                           (1,470)                                              (975) 
------------------  --------  ----------  -------------  --------  ----------  ----------  -------------  ---------- 
 Profit before tax 
  from continuing 
  operations                                                8,381                                              3,855 
 
 Tax                                                      (2,407)                                            (1,458) 
------------------  --------  ----------  -------------  --------  ----------  ----------  -------------  ---------- 
 Profit after tax 
  from continuing 
  operations                                                5,974                                              2,397 
 
 Loss from 
  discontinued 
  operations *                                              -----                                            (1,746) 
------------------  --------  ----------  -------------  --------  ----------  ----------  -------------  ---------- 
 Profit for the 
  period                                                    5,974                                                651 
 
 
 * Loss from discontinued operations relates to the disposal 
  of Westwood Yarns Limited, which was sold on 2 October 
  2015. 
 
  Management information is reviewed on a segmental basis 
  to operating profit. 
  Other segmental 
   information 
                               26 weeks ended 1 October                             27 weeks ended 3 
                                         2016                                         October 2015 
                                            Unallocated                                      Unallocated 
                                                central                                          central 
                          UK   Australia    liabilities     Total          UK   Australia    liabilities       Total 
                                                                    re-stated   re-stated                  re-stated 
                     GBP'000     GBP'000        GBP'000   GBP'000     GBP'000     GBP'000        GBP'000     GBP'000 
 
 
 Depreciation 
  (from 
  continuing 
  operations)          4,612       1,217          -----     5,829       3,755         934          -----       4,689 
 Amortisation of 
  acquired 
  intangibles          1,578         368          -----     1,946         197       -----          -----         197 
                       6,190       1,585          -----     7,775       3,952         934          -----       4,886 
------------------  --------  ----------  -------------  --------  ----------  ----------  -------------  ---------- 
 
                               26 weeks ended 1 October                             27 weeks ended 3 
                                         2016                                         October 2015 
                                            Unallocated                                      Unallocated 
                                                central                                          central 
                          UK   Australia    expenditure     Total          UK   Australia    expenditure       Total 
                                                                    re-stated   re-stated                  re-stated 
                     GBP'000     GBP'000        GBP'000   GBP'000     GBP'000     GBP'000        GBP'000     GBP'000 
 
 
 Capital 
  expenditure 
  (from continuing 
  operations)          5,092         938          -----     6,030       4,298         598          -----       4,896 
 
 
 
 
      Exceptional Items from continuing 
 4     operations 
                                                         26 Weeks             27 Weeks 
                                                            ended                ended 
                                                            1 Oct                3 Oct 
                                                             2016                 2015 
                                                           GBP000               GBP000 
     -----------------------------------      -------------------  ------------------- 
 
  (a) Acquisition costs                                       494                1,066 
  (b) Bank refinancing 
   costs                                                    -----                  262 
 
                                                              494                1,328 
     ---------------------------------------  -------------------  ------------------- 
      All exceptional items are classified within 
       administrative expenses. 
      (a) Professional fees in connection with prospecting 
       and completing acquisitions during the period. 
      (b) The prior year bank refinancing cost was in connection 
       with establishing the Company's multi-currency revolving 
       facility with existing Group bankers, Barclays and 
       HSBC. 
 
 5    Finance costs 
                                                         26 Weeks             27 Weeks 
                                                            ended                ended 
                                                            1 Oct                3 Oct 
                                                             2016                 2015 
                                                           GBP000               GBP000 
     -----------------------------------      -------------------  ------------------- 
  Interest on loans and 
   overdrafts wholly repayable 
   within five years                                        1,512                  900 
  Interest payable 
   on BGF loan                                                572                  586 
  Hire purchase and 
   finance lease interest                                      32                   45 
 ---------------------------------------      -------------------  ------------------- 
  Underlying interest 
   costs                                                    2,116                1,531 
 
  (a) BGF loan and 
   option, redemption 
   premium charge                                              90                   90 
  (b) Unwinding of present 
   value of deferred and 
   contingent consideration                                 1,317                  885 
      (c) Mark to market adjustment 
       on foreign exchange 
       forward contracts                                       63                ----- 
     -------------------------------------    -------------------  ------------------- 
  Non-underlying costs                                      1,470                  975 
 
  Total finance costs                                       3,586                2,506 
 ---------------------------------------      -------------------  ------------------- 
      (a) Non-cash annual cost of the redemption premium 
       in relation to the BGF loan and option. 
      (b) Deferred and contingent consideration in respect 
       to acquisitions is measured under IFRS 3, initially 
       at fair value discounted for the time value of money. 
       The present value is then re-measured at each half-year 
       and year-end to unwind the time value of money. In 
       addition, any changes arising from actual and forecast 
       business performance are reflected, although such 
       movements form an immaterial portion of the overall 
       annual charge. All such adjustments are non-cash 
       items. 
 
        (c) Non-cash fair value adjustment on foreign exchange 
        forward contracts. 
 
      Tax from continuing 
 6     operations 
                                                         26 Weeks             27 Weeks 
                                                            ended                ended 
                                                            1 Oct                3 Oct 
                                                             2016                 2015 
                                                           GBP000               GBP000 
                                                                             re-stated 
     -----------------------------------      -------------------  ------------------- 
      Current tax 
  - Current year UK                                         2,392                1,637 
  - Current year overseas                                   1,187                  637 
                                                            3,579                2,274 
     ---------------------------------------  -------------------  ------------------- 
      Deferred tax 
  - Credit recognised 
   in the current year                                    (1,236)                (796) 
  - Adjustments in 
   respect of prior 
   years                                                       64                 (20) 
                                                          (1,172)                (816) 
     ---------------------------------------  -------------------  ------------------- 
  Total tax                                                 2,407                1,458 
 ---------------------------------------      -------------------  ------------------- 
  The overall corporation tax rate is 22.8% (2015: 22.9%), 
   representing the best estimate of the weighted average 
   annual corporation tax rate expected for the full financial 
   year. 
 
 
 
 7    Earnings per share 
      The calculation of the basic, adjusted and diluted 
       earnings per share is based on the following data: 
 
 
                                                 26 Weeks   26 Weeks             27 Weeks            27 Weeks 
                                                    ended      ended                ended               ended 
                                                        1      1 Oct                3 Oct               3 Oct 
                                                      Oct       2016                 2015                2015 
                                                     2016 
                                                    Basic   Adjusted                Basic            Adjusted 
                                                  GBP'000    GBP'000              GBP'000             GBP'000 
     --------------------------------------     ---------  ---------  -------------------  ------------------ 
  Profit attributable to ordinary 
   equity holders of the parent 
   entity from continuing operations                5,974      5,974                2,397               2,397 
      Exceptional items: 
  Amortisation of acquired 
   intangibles                                       ----      1,946                 ----                 197 
  Acquisition costs                                  ----        494                 ----               1,066 
  Unwinding of present value 
   of deferred and contingent 
   consideration                                     ----      1,317                 ----                 885 
  BGF loan and option, 
   redemption premium 
   charge                                            ----         90                 ----                  90 
  Release of prepaid 
   finance costs                                     ----       ----                 ----                 262 
      Mark to Market adjustment 
       on foreign exchange forward 
       contracts and interest rate 
       swap                                          ----         63                 ----                ---- 
      Tax effect on adjusted items 
       where applicable                              ----      (395)                 ----                ---- 
  Earnings for the purpose of 
   basic and adjusted earnings 
   per share from continuing 
   operations                                       5,974      9,489                2,397               4,897 
 -----------------------------------------      ---------  ---------  -------------------  ------------------ 
      Loss attributable to ordinary 
       equity holders of the parent 
       entity from discontinued operations           ----       ----              (1,746)                ---- 
  Earnings for the purpose 
   of basic and adjusted earnings 
   per share                                        5,974      9,489                  651               4,897 
 ----------------------------------------  ---  ---------  ---------  -------------------  ------------------ 
 
 
 
  Weighted average 
   number of shares 
                                                     2016         2015 
                                                   Number       Number 
                                                       of           of 
                                                   shares       shares 
                                                   ('000)       ('000) 
                                                      (1)          (1) 
        --------------------------------------  ---------  ----------- 
  Weighted average number 
   of ordinary shares for 
   the purposes of basic and 
   adjusted earnings per share                     90,967       74,300 
  Effect of dilutive 
   potential ordinary 
   shares: 
  BGF share options                                 2,973        1,215 
  Weighted average number 
   of ordinary shares for 
   the purposes of diluted 
   earnings per share                              93,940       75,515 
 -----------------------------------------      ---------  ----------- 
 
 
  (1) The number of shares in issue increased by a 
   factor of five on 12 September 2016 following approval 
   of a five-for-one share split at the AGM on 9 September 
   2016. The weighted average number of shares in issue 
   over the period has been determined on this new 
   basis. 
 
  The potential dilutive effect of the share options 
   has been calculated in accordance with IAS 33 using 
   the average share price in the period. 
 
  The Group's earnings/(loss) per 
   share are as follows: 
                                                     2016         2015 
                                                             re-stated 
                                                    Pence        Pence 
 --------------------------------------         ---------  ----------- 
  Earnings per share 
   from continuing 
   operations 
  Basic adjusted                                    10.43         6.59 
  Diluted adjusted                                  10.10         6.48 
  Basic                                              6.57         3.23 
  Diluted (1)                                        6.46         3.29 
 ---------------------------------------------  ---------  ----------- 
 
  Loss per share 
   from discontinued 
   operations 
  Basic                                              ----       (2.35) 
  Diluted (1)                                        ----       (2.35) 
 ---------------------------------------------  ---------  ----------- 
 
  Earnings per share 
  Basic adjusted                                    10.43         6.59 
  Diluted adjusted                                  10.10         6.48 
  Basic                                              6.57          .88 
  Diluted (1)                                        6.46          .98 
 ---------------------------------------------  ---------  ----------- 
 
  (1) Earnings for the purpose of diluted (basic) 
   earnings per share have been adjusted to add back 
   the Business Growth Fund ('BGF') redemption premium 
   charge as this cost is only incurred if the BGF 
   share options are not exercised. 
 
  The prior year earnings per share metrics have been 
   recalculated to reflect the five for one share split 
   which was effective from 12 September 2016. 
 
 
 
 8     Analysis of net debt 
                                                                  Capital 
                                              At              expenditure                                 At 
                                               2                    under       Other                      1 
                                           April      Cash        finance    non-cash    Exchange    October 
                                            2016      flow      leases/HP     changes    movement       2016 
 
                                          GBP000    GBP000         GBP000      GBP000      GBP000     GBP000 
      -----------------------------    ---------  --------  -------------  ----------              --------- 
  Cash                                    19,078     1,973           ----        ----         450     21,501 
 -------------------------------       ---------  --------  -------------  ----------  ----------  --------- 
  Cash and cash equivalents               19,078     1,973           ----        ----         450     21,501 
       Finance leases and 
        hire purchase agreements 
   - Payable less than 
    one year                               (596)       264           ----       (280)         (5)      (617) 
   - Payable more than 
    one year                               (513)       211          (657)         280        (20)      (699) 
       Bank loans 
  - Payable more than 
   one year                             (69,280)   (7,385)           ----        ----     (1,242)   (77,907) 
       BGF loan 
       - Payable less than 
        one year                            ----      ----           ----        ----        ----       ---- 
  - Payable more than 
   one year                              (9,796)      ----           ----       (163)        ----    (9,959) 
  Net debt                              (61,107)   (4,937)          (657)       (163)       (817)   (67,681) 
 
  Prepaid finance costs                    1,067        75           ----       (194)        ----        948 
  Net debt including 
   prepaid finance costs                (60,040)   (4,862)          (657)       (357)       (817)   (66,733) 
 -------------------------------       ---------  --------  -------------  ----------  ----------  --------- 
 
 9     Acquisition of subsidiaries 
 
       Ezi Floor Limited 
 
       On 30 September 2016, the Group acquired UK underlay 
        manufacturer Ezi Floor Limited, for an initial cash 
        consideration of GBP6.5m and deferred cash consideration 
        of GBP6.5m, payable in annual instalments over four 
        years. Additional contingent cash consideration up 
        to a maximum of GBP6.5m is wholly dependent on improved 
        EBITDA over the next four years. The principal activity 
        of Ezi Floor is the manufacture and distribution 
        of a range of underlay and underlay accessories for 
        both the residential and contract markets. Ezi Floor 
        sells to wholesalers, retail groups, and independent 
        stores throughout the UK. The acquisition is expected 
        to be immediately accretive to the underlying earnings 
        per share of the Company. 
 
 
 
       The Group results for the 26 weeks ended 1 October 
        2016 do not include any revenue or profit from Ezi 
        Floor as it was acquired at the end of the first 
        half period. 
 
 
       The valuation exercise to identify intangible assets 
        acquired, as required under IFRS3, has not been finalised 
        as at the half year. The valuation will be reflected 
        in the Annual Report and Accounts for the Group for 
        the year ending 1 April 2017 together with the IFRS 
        3 disclosures. Accordingly, an element of the Goodwill 
        recorded on the balance sheet as at 1 October 2016 
        will be reclassified to Intangible assets once the 
        IFRS 3 valuation has been completed. 
 
 
 10    Rates of exchange 
       The results of the Group's overseas subsidiary has 
        been translated into Sterling at the average exchange 
        rates prevailing during the periods. The balance 
        sheet is translated at the exchange rates prevailing 
        at the period ends: 
 
                                                                                   26          27         53 
                                                                                Weeks       Weeks      weeks 
                                                                                ended       ended      ended 
                                                                                    1           3          2 
                                                                                  Oct         Oct      April 
                                                                                 2016        2015       2016 
      -----------------------------    ---------  --------  -------------  ----------  ----------  --------- 
  Australia (A$) - 
   average rate                                                                1.8196      2.0489     2.0327 
  Australia (A$) - 
   period end                                                                  1.6942      2.1544     1.8526 
 -------------------------------       ---------  --------  -------------  ----------  ----------  --------- 
 
 
 
 
 11   Risks and uncertainties 
      The Board continuously assesses and monitors the 
       key risks of the business. The key risks that could 
       affect the Group's medium term performance and the 
       factors which mitigate these risks have not changed 
       from those set out on page 9 of the Group's 2016 
       Annual Report, a copy of which is available on the 
       Group's website - www.victoriaplc.com. The Chairman's 
       Statement includes consideration of uncertainties 
       affecting the Group in the remaining six months of 
       the year. 
 
 On behalf of the Board 
 
 Geoffrey Wilding 
 Chairman 
 
 21 November 2016 
 
 

This information is provided by RNS

The company news service from the London Stock Exchange

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