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| Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
|---|---|---|---|---|---|
| Swp Grp. | LSE:SWP | London | Ordinary Share | GB00B010NX28 | ORD 0.5P |
| Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
|---|---|---|---|---|---|---|---|---|---|---|
| 0.00 | 0.00% | 8.75 | 0.00 | 01:00:00 |
| Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
|---|---|---|---|---|---|
| 0 | 0 | N/A | 0 |
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RNS Number : 6627C
SWP Group PLC
18 November 2009
SWP Group Plc
("SWP" or the "Group")
Preliminary Results for the year ended 30 June 2009
SWP Group (LSE: SWP), the industrial engineering group, is pleased to announce
its preliminary results for the year ended 30 June 2009.
Highlights
* Group sales decline restricted to 1.2% at GBP24.75M (2008 - GBP25.06M).
* Gross margins increased to 40.3% (2008 - 36.0%).
* Operating profits1 increased by 14.1% to GBP2.29M (2008 - GBP2.01M).
* Pre-tax profits2 ahead by 15.2% at GBP1.63M (2008 - GBP1.42M).
* Underlying earnings per share2 advanced by 2.5% to 9.02p (2008 - 8.80p).
* Challenging market conditions particularly in the UK for Fullflow and Crescent
countered by strong revenue growth at DRC-Ulva where sales advanced 44.4% and
operating profits increased by 32.5%.
* Overhead structure of each business within the Group tailored to the change in
market conditions brought about by the downturn in economic activity.
* Successful implementation of international strategy at Fullflow with orders
received from a number of different countries.
* Substantial order received by Fullfow Sistemas for enhancement works at Barajas
Airport, Madrid
* Plasflow's customer base extended leading to firm expectation of sales growth
this year.
* DRC's manufacturing competence enhanced through the production of high quality
Ulvashield with onward development of its own portfolio of products including
Hylam Uniroof, FPA and Hylam IQ.
* Strong recovery potential at Crescent as market conditions improve with
restoration to profit expected during the current year.
* Overall current year started well with order books charged in anticipation of
strong organic growth notwithstanding the extremely challenging conditions
facing the construction sector.
* Current year should see a dramatic reduction in Group debt.
* Board of Directors expects a maiden dividend to be declared and paid in 2010.
1 before adjustment for negative goodwill credit and amortisation of intangible
assets acquired through
business combinations net of deferred tax
2 before adjustment for negative goodwill credit
Chairman's Statement
Corporate Review
At the commencement of the financial year on 1st July 2008 there were already
signs that a significant slowdown in economic activity was about to take place.
The drama which subsequently unfolded in terms of global recession triggered by
a total collapse of the world's banking system was of unprecedented proportions
and against such an unpromising background your Group has produced a set of
highly resilient results. Your Board of Directors considers this to be strong
testament to the quality of the Group's brands which generally enjoy
market-leading positions in the construction, oil, gas and petrochemical
industries on an increasingly international basis.
Most of our businesses operate in a project driven environment which is very
sensitive to the investment climate in the markets into which we sell. Not
surprisingly the general lack of confidence which prevailed throughout the year
meant that many projects were cancelled or postponed and this led directly to a
decline in activity at both Fullflow Group (rainwater management systems) and
Crescent of Cambridge (fabricated metal staircases). However the resulting
revenue shortfall was substantially offset by the increased international
success of our recently acquired Ulva brand which sells specialised polymer
membranes to the oil, gas and petrochemical majors around the world to provide
pipework protection systems designed to reduce Corrosion Under Insulation (CUI).
Despite the impact of the recession the Group has continued to build momentum
across its increasingly international base and our management teams are working
hard to counter the difficult market conditions by developing new strategic
alliances and strengthening relationships with key customers based on the
provision of consistently high levels of service and product quality combined
with innovation and attention to detail.
Results
Group sales for the year ended 30th June 2009 were down 1.2% at GBP24.75M (2008
- GBP25.06M) although due to a favourable mix of business biased towards Ulva,
gross margins increased to a highly respectable level of 40.3% (2008 - 36.0%).
Operating profits (before amortisation of intangible assets under IFRS
accounting) increased by 14.1% to GBP2.29M (2008 - GBP2.01M) and profit before
tax by 15.2% to GBP1.63M (2008 -GBP1.42M before the negative goodwill credit).
Basic earnings per share rose by 2.5% to 9.02p per share (2008 - 8.80p per
share).
Last year I explained in some detail the requirement to adopt the rules
associated with International Financial Reporting Standards (IFRS) and this task
has now been completed. The principal issue which remains material to our
numbers is the requirement for us to carry the Ulva brand (which was acquired on
29th November 2007) at an independently assessed "fair value" whereas our other
valuable brands such as Fullflow, Plasflow, Crescent and Hylam IQ continue to be
carried in our balance sheet (under GAAP accounting standards) at their historic
book values or at their value when originally acquired.
During this difficult year your Board has applied considerable attention to the
specific needs of each business within the Group. For example in the case of
both Fullflow and Crescent it has been necessary to reduce the operational cost
base to reflect the decline in market activity, although where possible we have
endeavoured to retain enough resources to allow us to take advantage of the
opportunities which will emerge when markets once again regain their composure.
On the other hand there has been the need for us to authorise significant levels
of investment in the Ulva operation to facilitate penetration into specific key
market areas. These issues are explained in more detail below in the Operational
Review of each of the businesses. The challenges and risks associated with each
business differ enormously due to the nature of the sectors within which they
operate but it is certainly the case that the Group's increasing diversity, in
terms of products, customers and geographical spread, has helped to protect us
from the worst effects of the recession.
Finance
The Group's consolidated balance sheet continues to grow with Shareholders Funds
increasing by 14.2% to GBP12,473,000 from GBP10,922,000 in 2008. One of our
priorities is to reduce bank debt and in the medium term we aim to be debt free.
Whilst bank debt at 30th June 2009 (GBP6,727,000) was actually higher than a
year earlier (2008 - GBP6,475,000) the subsequent receipt of ILC's (Irrevocable
Letters of Credit) in respect of June 2009 export sales has kick started the
debt reduction process which we believe will continue for the remainder of the
current financial year and beyond. This positive trend will lead to
substantially reduced interest charges which will contribute to the future
earning capacity of the Group.
Shareholders will note that the deficit at Retained Earnings has now reduced to
a modest GBP420,000 (2008 - GBP1,971,000 restated). In anticipation of further
profits being earned in the current year your Board intends to take the
necessary steps to reconstruct the Group balance sheet so as to simultaneously
eliminate the Share Premium Account and boost Called Up Share Capital and
Retained Earnings. Our aim is to increase the Group's Distributable Reserves
which is a prerequisite to allow us to consider the possibility of declaring a
dividend. We hope and indeed anticipate that we will be in a position to propose
such a dividend to shareholders a year from now.
The Group's working capital model is under constant review particularly in these
difficult times when credit insurance is almost a thing of the past and credit
terms are often under strain. Almost all of our export business is conducted
through the use of ILC's which provides a positive level of assurance (on a bank
to bank basis) allied to the ability to predict accurately when cash will be
received.
Review of Operations
Fullflow Group (Rainwater Management Division)
The year under review was almost certainly the most difficult in Fullflow's
history. In some market sectors, such as industrial warehousing and offices,
construction activity slowed dramatically as the confidence of developers
collapsed and the availability of finance for new projects dried up in the wake
of the credit crunch. A trend which started in the UK quickly spread to Spain
and then France with the result that enquiry levels from the private sector in
all our principal markets reduced sharply. Overall, the value of tenders
submitted fell by around 20% but this figure does not show the true extent of
the problem since many projects for which we tendered were delayed indefinitely
or cancelled. Against such an unpromising background we consider that Fullflow
has produced a highly respectable result for the year, even though both turnover
and profit were lower than in the previous year. Third party sales fell by 4.1%
to GBP15,389,000 (2008 - GBP16,048,000) and operating profits by 15.6% to
GBP801,000 (2008 - GBP949,000).
The dire market conditions meant that in each of Fullflow's three main rainwater
drainage businesses it was necessary to implement redundancy programmes and we
believe that in each case the lower cost base reflects more accurately the
changed circumstances in which we are operating. Although our overall wish has
been to ensure that the businesses remain profitable, we have taken a deliberate
decision to retain a number of experienced people whose input will be vital if
we are to make the most of those opportunities which arise in the months ahead.
It is a major irony of this recession that more than ever there is a need for
things to move very quickly indeed on those projects which do proceed to the
construction phase.
On a more positive note, Fullflow began to see some benefit from its planned
strategy of exporting its knowledge and expertise into new territories across
the world. Strong contacts now exist in Australia, India, Korea, Singapore,
Saudi Arabia and South America and orders have started to come through from some
of these countries. Fullflow has also won a large contract for the new terminal
at Doha Airport, although this contract is being fulfilled almost entirely by
the UK operations team. The increasing importance of Fullflow's position in
international markets has led to the creation of a new company within Fullflow
Group - Fullflow International.
Closer to home, Fullflow has also been successful on two of the projects being
overseen by the Olympic Delivery Authority for the London Olympics in 2012 - the
main Media Hub and the Basketball Arena. We are hopeful that further orders will
follow in the coming months as construction activity in this area increases in
the run up to this spectacular event.
Elsewhere in the Fullflow organisation, Plasflow enjoyed a very encouraging
year, with third party sales increasing by more than 80%. Plasflow is now widely
recognised as one of the UK's leading manufacturers of specialist plastic pipe
fabrications and its proven ability to achieve consistently high standards of
quality and service, as well as offering innovative design solutions which
reduce on-site labour input, means that it enjoys high levels of repeat business
from its customers. Year by year Plasflow's customer base is being expanded and
with activity levels in its main markets likely to remain fairly healthy there
is every reason for us to be optimistic about Plasflow's capacity to achieve
further strong growth in the current year and beyond.
All in all we believe that Fullflow Group has responded well to the hostile
market conditions which it has encountered in the wake of the credit crunch and
this bodes well for the future, no matter how long it takes for economic
recovery to produce a revival in the fortunes of the construction industry as a
whole.
Crescent of Cambridge (Metal Staircase Division)
The Crescent brand remains strong and well respected as a leading supplier of
structural steel staircases to the UK construction industry. However Crescent's
revenues during the year under review were significantly impacted by the
collapse of the market sectors which it serves. Sales fell by 37.9% to
GBP2,757,000 (2008 - GBP4,440,000) and after taking into account redundancy
costs and some significant bad debts, the business recorded an operating loss of
GBP350,000 (2008: GBP157,000 profit).
This is the first loss recorded at Crescent in over 10 years and the management
has responded decisively to restore the company to profit on a much reduced
overhead base. Indeed the business has been substantially re-engineered, a move
which has been substantially driven by the benefits arising from the strategic
investment we have made in design automation during the last two years. The
re-configured Crescent is far more flexible and responsive than before: it has a
core team of long-serving experienced employees, and with the current cost
structure and realistic planned revenues, it should return to profit this year.
However key investment continues, particularly in relation to the further
integration of design and manufacturing and the planned recruitment of a small
number of key people to enhance the company's sales and marketing capability. In
the face of a declining market and fiercely competitive pricing, Crescent's
ability to offer fast response times and peerless service levels to its
customers will be essential to its success.
DRC - Ulva (Polymer Membrane Division)
Shareholders will recall that we established this new division last year by
combining the Group's existing polymer manufacturing business with the newly
acquired Ulva brand whose products service the oil, gas and petrochemical
sectors for the management of Corrosion Under Insulation (CUI). As forecast the
Ulva acquisition has proved to be highly successful with the division exporting
more than 65% of its output to installations located in territories including
the Far East, Middle East, the Caspian Sea, Continental Europe, Scandinavia and
the USA. Third party sales for the division rose to GBP6,599,000 (2008 -
GBP4,570,000) an increase of 44.4% whilst operating profits advanced by 32.5% to
GBP616,000 (2008 - GBP465,000) after the application of management charges and
product royalties due to the Group.
DRC Polymer Products
Effectiveness is the most appropriate word to describe the progress achieved by
DRC during the year under review. The business in now manufacturing product with
a higher level of process control than at any time in its history, delivering
not only high product quality at tighter tolerances but also with a
substantially reduced level of waste.
DRC continues to hold a dominant share of the UK modular build roofing market
through its Hylam Uniroof product. The overall size of this niche market is
dependent upon the health of the construction sector and DRC experienced an
approximate 30% decline in activity compared to the previous year. However DRC
enjoys a longstanding relationship with a loyal customer base and should benefit
from higher volumes as soon as market conditions improve for its customers.
DRC's acclaimed Hylam IQ product has now been used by four of the UK's twenty
five water utilities to ensure the integrity of the roofs which protect
reservoirs of treated drinking water from pollution. As well as being the only
available system which can offer such assurance to the owners of such assets,
the Hylam IQ system has the capability to electronically pinpoint the location
of potential leaks, substantially reducing the time and cost of repairs. Overall
expenditure in the sector has been relatively low in the run up the start of the
new Asset Management Programme (AMP5) in April 2010 but the commencement of the
new programme should boost sales and ensure that our long-term investment in the
development of this unique system is rewarded. The recent appointment of an
electronics specialist has allowed the system to be further developed to improve
the ease of installation by reducing the systems susceptibility to the varying
conditions which exist at different sites across the country.
Efforts to increase DRC's activity in the area of Special Engineered Membranes
have begun to bear fruit with a fairly robust year for its Drinking Water
Inspectorate (DWI) approved Hylam FPA membrane for tank lining and baffle
curtains, including a significant order for Oman. A product development
programme is underway in an attempt to produce a variant of this product which
will have enhanced market potential. Overall, the basket of products in this
area performed ahead of expectation and it is anticipated that at least one of
the new product prototypes currently being evaluated will become a commercial
reality within the foreseeable future.
The plan to re-commence manufacture of Ulvashield at DRC was delayed
considerably by the failure of a contractor to effectively complete an upgrade
to key plant on time. The problem was finally resolved towards the mid-point of
the financial year but the delay had a material effect on the profitability of
the business for the year as a whole. However Ulvashield is now in full
effective production at DRC and growth in the Ulva business will lead to a
direct and proportionate increase in production at DRC.
Ulva Insulation Systems Ltd.
Back in the 1990's, when Ulvashield was first introduced into the North Sea oil
sector, it represented a radical departure from the traditional methods of
cladding insulation on process pipework and vessels which were based on the use
of various types of metal.
The early adopters of the product have been rewarded with substantially extended
service life which has significantly reduced the requirement for ongoing
maintenance and delivered a much reduced full life cost for those projects.
Critically, where Ulvashield has been applied, the incidence of Corrosion Under
Insulation (CUI) has been substantially reduced. Subsequently, those early
Ulvashield adopters, reassured by the performance of the product in the harsh
environment of the North Sea, have specified Ulva as their product of choice and
today Ulvashield protects many prestigious assets, both onshore and offshore, in
all areas of the world.
Even so 80% of new installations across the world still utilise metallic
cladding and this shows the size of the potential market available to Ulva. The
passage of time has produced a compelling body of evidence testifying to the
advantages of non-metallic cladding systems, and at a time when the management
of corrosion is a major issue for most operators, Ulva is well positioned to
take advantage of the likely swing in favour of the type of system which it
offers.
During the year, new offices were established in Houston, Texas and Kuala
Lumpur, Malaysia. The role of the Houston office is to provide technical support
to the numerous end users and design houses which are based in that locality but
specify solutions for projects being undertaken all over the world. The
South-East Asia sales office provides local support in a key region of the world
for Ulva. The appointment of dedicated individuals to work out of these offices
has added to the strength of Ulva's existing team and has already opened up some
exciting opportunities.
Ulva's sister company DRC Polymer Products employs rigorous quality control in
the manufacture of the base Ulvashield product, an approach which continues
through the conversion process in Ulva's factory. However, in common with any
weather proofing system, metallic or non-metallic, the integrity of the system
is only as good as its application. In this regard, Ulva has continued to invest
during the year in the development of the system as a whole in order to further
improve its ease of application. This has resulted in additional investment in
tooling to extend the range of moulded fittings and components, and the
extension of the product range to simplify the on-site installation process and
improve the effectiveness of sealing around penetrations.
Revenue growth will continue to be influenced by the peaks and troughs
associated with the timing of major projects, but overall the number of such
projects is planned to increase which should promote a trend of consolidated
growth. Revenue growth from increased project activity will be underpinned by
the steady increase in the application of Ulvashield as best practice for
in-field maintenance for both the growing installed base of Ulvashield and to
replace aging metallic cladding. Management's focus for the development of the
Ulva business is long-term. Projects typically have long gestation periods with
those currently in the Front End Engineering Design (FEED) stage unlikely to be
in the construction yards for three to four years.
It is pleasing for us to report that Ulva's present facilities and operations
are sufficient to meet the level of growth planned for the next five years with
only a modest level of investment.
Earnings per share.
In respect of ordinary trading activities underlying EPS have increased by 2.5%
to 9.02p against 8.80p in 2008.
Employees
On behalf of the Board and our shareholders I wish to express my sincere
gratitude to all of the Group's employees for their dedication, commitment and
energy during what has been an exceptionally difficult period. We recognise that
the contribution of employees at every level is fundamental to the long-term
success of the Group.
Future Prospects
Your Group has made a solid start to the new financial year. Within our DRC -
Ulva division we are developing a long term plan which is designed to deliver
revenue growth across a number of key markets into which we sell our range of
Ulvashield products. Order levels are highly encouraging and this business
remains the principal driver in terms of generating increased profit levels and
positive cash flows for the Group. Prospects for increased sales of Hylam IQ are
also most encouraging.
Within Fullflow Group order levels have picked up strongly in our international
business which is entirely consistent with the plan to globalise the Fullflow
brand and its range of offerings. Within the last month Fullflow's Spanish
operation has secured a very substantial order for the enhancement of the
rainwater management systems at Barajas Airport in Madrid but elsewhere the
market remains very challenging.
At Crescent of Cambridge the reshaped business has achieved some notable project
wins in its traditional markets and higher revenues should restore the company
once again to the route of profitable growth which we hope to sustain as market
conditions improve.
Overall, we remain cautiously optimistic that the dynamics of this Group have
the potential to deliver substantial increases to both revenues and maintainable
profits. Whilst the year under review has been one of containment and measured
response to changing market conditions we anticipate that the current year will
see us reap the reward for a lot of the hard work we have engaged in during the
last twelve months and before. Despite the continuing impact of the recession on
many of our principal markets we believe that we are on course to deliver
considerable enhancement to shareholder value in the coming years.
J A F Walker
Chairman
Group Income Statement
+---------------------------------+-------+-----------+----------+
| | | | |
+---------------------------------+-------+-----------+----------+
| | | | |
+---------------------------------+-------+-----------+----------+
| Year ended 30 June 2009 | | 2009 | 2008 |
+---------------------------------+-------+-----------+----------+
| | Notes | GBP'000 | GBP'000 |
+---------------------------------+-------+-----------+----------+
| | | | |
+---------------------------------+-------+-----------+----------+
| Revenue | 2 | 24,745 | 25,058 |
+---------------------------------+-------+-----------+----------+
| Cost of sales | | (14,764) | (16,038) |
+---------------------------------+-------+-----------+----------+
| Gross profit | | 9,981 | 9,020 |
+---------------------------------+-------+-----------+----------+
| Operating expenses | | (7,558) | (7,014) |
+---------------------------------+-------+-----------+----------+
| | | 2,423 | 2,006 |
+---------------------------------+-------+-----------+----------+
| Exceptional operating expenses | | (134) | - |
+---------------------------------+-------+-----------+----------+
| Amortisation of intangible | | (165) | - |
| assets acquired through | | | |
| business combinations net of | | | |
| deferred tax | | | |
+---------------------------------+-------+-----------+----------+
| Operating profit before | 2 | 2,124 | 2,006 |
| negative goodwill arising on | | | |
| acquisition | | | |
+---------------------------------+-------+-----------+----------+
| Negative goodwill | | - | 6,175 |
+---------------------------------+-------+-----------+----------+
| Operating profit | | 2,124 | 8,181 |
+---------------------------------+-------+-----------+----------+
| Financial income | | 42 | 50 |
+---------------------------------+-------+-----------+----------+
| Financial costs | | (534) | (639) |
+---------------------------------+-------+-----------+----------+
| Profit on ordinary activities | | 1,632 | 7,592 |
| before taxation | | | |
+---------------------------------+-------+-----------+----------+
| Income tax (charge)/credit | | (37) | 86 |
+---------------------------------+-------+-----------+----------+
| Profit for the period | 2 | 1,595 | 7,678 |
| attributable to equity holders | | | |
| of the parent | | | |
+---------------------------------+-------+-----------+----------+
| Basic earnings per share | 3 | 9.02p | 45.05p |
| (pence) | | | |
+---------------------------------+-------+-----------+----------+
| Diluted earnings per share | 3 | 9.02p | 45.05p |
| (pence) | | | |
+---------------------------------+-------+-----------+----------+
Turnover and operating profit all derive from continuing operations.
There were no recognised gains and losses for 2009 or 2008 other than those
included in the Group Income Statement.
Group Statement of Changes in Equity
+--------------------+-----------+----------+---------+-------------+-----------+-----------+
| |Called up | Share | Capital | Revaluation | Profit & | Total |
| | share | premium | reserve | reserve (as | loss | Equity |
| | capital | account | | restated) | account | (as |
| | | | | | (as | restated) |
| | | | | | restated) | |
+--------------------+-----------+----------+---------+-------------+-----------+-----------+
| | GBP'000 | GBP'000 | GBP'000 | GBP'000 | GBP'000 | GBP'000 |
+--------------------+-----------+----------+---------+-------------+-----------+-----------+
| | | | | | | |
+--------------------+-----------+----------+---------+-------------+-----------+-----------+
| At 1 July 2007 | 85 | 11,878 | 41 | - | (9,420) | 2,584 |
+--------------------+-----------+----------+---------+-------------+-----------+-----------+
| Issue of share | 4 | 656 | - | - | - | 660 |
| capital | | | | | | |
+--------------------+-----------+----------+---------+-------------+-----------+-----------+
| Result for the | - | - | - | - | 7,678 | 7,678 |
| year | | | | | | |
+--------------------+-----------+----------+---------+-------------+-----------+-----------+
| Reinstatement of | - | - | - | 229 | (229) | - |
| revaluation | | | | | | |
| reserve | | | | | | |
| (see note 4) | | | | | | |
+--------------------+-----------+----------+---------+-------------+-----------+-----------+
| | | | | | | |
+--------------------+-----------+----------+---------+-------------+-----------+-----------+
| At 30 June 2008 | 89 | 12,534 | 41 | 229 | (1,971) | 10,922 |
+--------------------+-----------+----------+---------+-------------+-----------+-----------+
| Result for the | - | - | - | - | 1,595 | 1,595 |
| year | | | | | | |
+--------------------+-----------+----------+---------+-------------+-----------+-----------+
| Purchase of | - | - | - | - | (44) | (44) |
| treasury shares | | | | | | |
+--------------------+-----------+----------+---------+-------------+-----------+-----------+
| | | | | | | |
+--------------------+-----------+----------+---------+-------------+-----------+-----------+
| At 30 June 2009 | 89 | 12,534 | 41 | 229 | (420) | 12,473 |
+--------------------+-----------+----------+---------+-------------+-----------+-----------+
Group Balance Sheet
+---------------------------------------+----------+-----+----------+-----------+-----+
| At 30 June 2009 | 2009 | | 2008 as restated | |
+---------------------------------------+----------+-----+----------------------+-----+
| | GBP'000 | | GBP'000 | |
+---------------------------------------+----------+-----+----------+-----------------+
| Non current assets | | | | |
+---------------------------------------+----------+-----+----------+-----------------+
| Intangible assets | 9,045 | | 9,293 | |
+---------------------------------------+----------+-----+----------+-----------------+
| Property, plant and equipment | 5,114 | | 5,165 | |
+---------------------------------------+----------+-----+----------+-----------------+
| Trade and other receivables | 655 | | 549 | |
+---------------------------------------+----------+-----+----------+-----------------+
| Deferred tax assets | 1,150 | | 888 | |
+---------------------------------------+----------+-----+----------+-----------------+
| | 15,964 | | 15,895 | |
+---------------------------------------+----------+-----+----------+-----------------+
| Current assets | | | | |
+---------------------------------------+----------+-----+----------+-----------------+
| Inventories | 3,972 | | 3,783 | |
+---------------------------------------+----------+-----+----------+-----------------+
| Trade and other receivables | 9,866 | | 9,459 | |
+---------------------------------------+----------+-----+----------+-----------------+
| | 13,838 | | 13,242 | |
+---------------------------------------+----------+-----+----------+-----------------+
| Total assets | 29,802 | | 29,137 | |
+---------------------------------------+----------+-----+----------+-----------------+
| Current liabilities | | | | |
+---------------------------------------+----------+-----+----------+-----------------+
| Trade and other payables | (7,410) | | (8,418) | |
+---------------------------------------+----------+-----+----------+-----------------+
| Current tax liabilities | (309) | | (271) | |
+---------------------------------------+----------+-----+----------+-----------------+
| Obligations under finance leases | (117) | | (163) | |
+---------------------------------------+----------+-----+----------+-----------------+
| Bank loans overdrafts | (4,127) | | (6,475) | |
+---------------------------------------+----------+-----+----------+-----------------+
| | (11,963) | | (15,327) | |
+---------------------------------------+----------+-----+----------+-----------------+
| Non current liabilities | | | | |
+---------------------------------------+----------+-----+----------+-----------------+
| Bank loans | (2,600) | | - | |
+---------------------------------------+----------+-----+----------+-----------------+
| Deferred tax liabilities | (2,719) | | (2,771) | |
+---------------------------------------+----------+-----+----------+-----------------+
| Obligations under finance leases | (47) | | (117) | |
+---------------------------------------+----------+-----+----------+-----------------+
| | (5,366) | | (2,888) | |
+---------------------------------------+----------+-----+----------+-----------------+
| | | | | |
+---------------------------------------+----------+-----+----------+-----------------+
| Total liabilities | (17,329) | | (18,215) | |
+---------------------------------------+----------+-----+----------+-----------------+
| Net assets | 12,473 | | 10,922 | |
+---------------------------------------+----------+-----+----------+-----------------+
| | | | | |
+---------------------------------------+----------+-----+----------+-----------------+
| Equity | | | | |
+---------------------------------------+----------+-----+----------+-----------------+
| Called up share capital | 89 | | 89 | |
+---------------------------------------+----------+-----+----------+-----------------+
| Share premium account | 12,534 | | 12,534 | |
+---------------------------------------+----------+-----+----------+-----------------+
| Capital reserves | 41 | | 41 | |
+---------------------------------------+----------+-----+----------+-----------------+
| Revaluation reserve | 229 | | 229 | |
+---------------------------------------+----------+-----+----------+-----------------+
| Retained earnings | (420) | | (1,971) | |
+---------------------------------------+----------+-----+----------+-----------------+
| Equity attributable to shareholders | 12,473 | | 10,922 | |
| of the parent | | | | |
+---------------------------------------+----------+-----+----------+-----------+-----+
The consolidated financial statements were approved and authorised for issue by
the Board of Directors on 17 November 2009 and were signed on its behalf by
D.J. Pett
Director of Finance
Group Cash Flow Statement
Year ended 30 June 2009
+----------------------------------------+-------+----+-----------+----------+
| | Note | | 2009 | 2008 |
| | | | GBP'000 | GBP'000 |
| | | | | as |
| | | | | restated |
+----------------------------------------+-------+----+-----------+----------+
| | | | | |
+----------------------------------------+-------+----+-----------+----------+
| Profit after tax | | | 1,595 | 7,678 |
+----------------------------------------+-------+----+-----------+----------+
| Adjustments for: | | | | |
+----------------------------------------+-------+----+-----------+----------+
| Negative goodwill | | | - | (6,175) |
+----------------------------------------+-------+----+-----------+----------+
| Net finance costs | | | 492 | 589 |
+----------------------------------------+-------+----+-----------+----------+
| Corporation tax charge | | | 269 | 271 |
+----------------------------------------+-------+----+-----------+----------+
| Depreciation of property, plant and | | | 414 | 334 |
| equipment | | | | |
+----------------------------------------+-------+----+-----------+----------+
| Amortisation of intangible assets | | | 243 | 15 |
+----------------------------------------+-------+----+-----------+----------+
| Profit on disposal of plant and | | | (6) | - |
| equipment | | | | |
+----------------------------------------+-------+----+-----------+----------+
| Operating cash flows before movement | | | 3,007 | 2,712 |
| in working capital | | | | |
+----------------------------------------+-------+----+-----------+----------+
| Increase in inventories | | | (189) | (507) |
+----------------------------------------+-------+----+-----------+----------+
| Increase in receivables | | | (735) | (3,276) |
+----------------------------------------+-------+----+-----------+----------+
| (Decrease)/increase in payables | | | (967) | 1,972 |
+----------------------------------------+-------+----+-----------+----------+
| Interest paid | | | (612) | (589) |
+----------------------------------------+-------+----+-----------+----------+
| Interest received | | | 2 | - |
+----------------------------------------+-------+----+-----------+----------+
| Corporation tax paid | | | (231) | (44) |
+----------------------------------------+-------+----+-----------+----------+
| Net cash inflow from operating | | | 275 | 268 |
| activities | | | | |
+----------------------------------------+-------+----+-----------+----------+
| | | | | |
+----------------------------------------+-------+----+-----------+----------+
| Cash flow from investing activities | | | | |
+----------------------------------------+-------+----+-----------+----------+
| Purchase of property, plant and | | | (384) | (308) |
| equipment | | | | |
+----------------------------------------+-------+----+-----------+----------+
| Purchase of intangible assets | | | (10) | (28) |
+----------------------------------------+-------+----+-----------+----------+
| Acquisition of business, net of cash | | | - | (628) |
+----------------------------------------+-------+----+-----------+----------+
| Proceeds for disposals of property, | | | 27 | - |
| plant and equipment | | | | |
+----------------------------------------+-------+----+-----------+----------+
| Net cash outflow from investing | | | (367) | (964) |
| activities | | | | |
+----------------------------------------+-------+----+-----------+----------+
| Cash flow from financing activities | | | | |
+----------------------------------------+-------+----+-----------+----------+
| Issue of ordinary shares | | | - | 660 |
+----------------------------------------+-------+----+-----------+----------+
| Purchase of treasury shares | | | (44) | - |
+----------------------------------------+-------+----+-----------+----------+
| Finance lease repayments | | | (116) | (123) |
+----------------------------------------+-------+----+-----------+----------+
| | | | | |
+----------------------------------------+-------+----+-----------+----------+
| Net cash inflow from | | | (160) | 537 |
| financing | | | | |
| activities | | | | |
+----------------------------------------+-------+----+-----------+----------+
| Net decrease in cash | | | (252) | (159) |
| and bank | | | | |
| overdrafts | | | | |
+----------------------------------------+-------+----+-----------+----------+
| Cash, cash | 4 | | (3,225) | (3,066) |
| equivalents and bank | | | | |
| overdrafts at | | | | |
| beginning of period | | | | |
+----------------------------------------+-------+----+-----------+----------+
| Cash, cash equivalents and bank | 4 | | (3,477) | (3,225) |
| overdrafts at end of period | | | | |
+----------------------------------------+-------+----+-----------+----------+
Notes to the Financial Statements
1.BASIS OF PREPARATION
Whilst the information included in this preliminary announcement has been
prepared in accordance with the recognition and measurement criteria of
International Financial Reporting Standards ("IFRSs") as adopted for use in the
European Union and as issued by the International Accounting Standards Board,
this announcement does not itself contain sufficient information to comply with
IFRSs.
The preliminary announcement for the 12 months to 30 June 2009 has been prepared
on a consistent basis with the financial accounting policies set out in the
Accounting Policies section of the SWP Group Plc Annual Report and Financial
Statements 2008, with the exception of a change in accounting estimate in
respect of the amortisation of certain Intangible Assets. The Directors are of
the opinion that expected economic life of trade names is indefinite and the
expected economic life of all other intangible assets is between 5 and 20 years,
depending upon the asset. In the prior year, the Directors assessed that the
useful economic life of intangible assets was between 5 and 15 years.
2. SEGMENTAL REPORTING
BUSINESS SEGMENTS
+-------------------+-------------+------------+--------------+-------------+----------+
| 2009 | Rainwater | Metal | Polymer | Corporate | Total |
| | management | staircases | membrane | year ended | year |
| | year ended | year ended | year ended | 30 June | ended |
| | 30 June | 30 June | 30 June | 2009 | 30 June |
| | 2009 | 2009 | 2009 | | 2009 |
| | | | | | |
+-------------------+-------------+------------+--------------+-------------+----------+
| | GBP'000 | GBP'000 | GBP'000 | GBP'000 | GBP'000 |
| | | | | | |
+-------------------+-------------+------------+--------------+-------------+----------+
| Revenue | | | | | |
+-------------------+-------------+------------+--------------+-------------+----------+
| Total external | 15,389 | 2,757 | 6,599 | - | 24,745 |
| revenue | | | | | |
+-------------------+-------------+------------+--------------+-------------+----------+
| |
+--------------------------------------------------------------------------------------+
| Result | | | | | |
+-------------------+-------------+------------+--------------+-------------+----------+
| Segment result | 801 | (350) | 616 | 1,057 | 2,124 |
+-------------------+-------------+------------+--------------+-------------+----------+
| Negative goodwill | | | | | - |
| on acquisition | | | | | |
+-------------------+-------------+------------+--------------+-------------+----------+
| Operating profit | | | | | 2,124 |
+-------------------+-------------+------------+--------------+-------------+----------+
| Finance costs, | | | | | (492) |
| net | | | | | |
+-------------------+-------------+------------+--------------+-------------+----------+
| | | | | | |
+-------------------+-------------+------------+--------------+-------------+----------+
| Profit before tax | | | | | 1,632 |
+-------------------+-------------+------------+--------------+-------------+----------+
| Income tax | | | | | (37) |
| (charges)/credit | | | | | |
+-------------------+-------------+------------+--------------+-------------+----------+
| Profit for the | | | | | 1,595 |
| year | | | | | |
+-------------------+-------------+------------+--------------+-------------+----------+
| | | | | | |
+-------------------+-------------+------------+--------------+-------------+----------+
| Other information | | | | | |
+-------------------+-------------+------------+--------------+-------------+----------+
| Capital | 111 | 101 | 105 | 77 | 394 |
| expenditure | | | | | |
+-------------------+-------------+------------+--------------+-------------+----------+
| Depreciation and | 164 | 126 | 82 | 285 | 657 |
| amortisation | | | | | |
+-------------------+-------------+------------+--------------+-------------+----------+
| Segmental assets | 12,242 | 2,480 | 5,835 | 9,245 | 29,802 |
+-------------------+-------------+------------+--------------+-------------+----------+
| Segmental | (8,421) | (705) | (5,172) | (3,031) | (17,329) |
| liabilities | | | | | |
+-------------------+-------------+------------+--------------+-------------+----------+
| Net assets as at | 3,821 | 1,775 | 663 | 6,214 | 12,473 |
| 30 June 2009 | | | | | |
+-------------------+-------------+------------+--------------+-------------+----------+
+-------------------+--------------+------------+------------+------------+------------+
| 2008 | Rainwater | Metal | Polymer | Corporate | Total |
| | management | staircases | membrane | year ended | year ended |
| | year ended | year ended | year ended | 30 June | 30 June |
| | 30 June 2008 | 30 June | 30 June | 2008 | 2008 |
| | | 2008 | 2008 | | |
+-------------------+--------------+------------+------------+------------+------------+
| | GBP'000 | GBP'000 | GBP'000 | GBP'000 | GBP'000 |
| | | | | | |
+-------------------+--------------+------------+------------+------------+------------+
| Revenue | | | | | |
+-------------------+--------------+------------+------------+------------+------------+
| Total external | 16,048 | 4,440 | 4,570 | - | 25,058 |
| revenue | | | | | |
+-------------------+--------------+------------+------------+------------+------------+
| |
+--------------------------------------------------------------------------------------+
| Result | | | | | |
+-------------------+--------------+------------+------------+------------+------------+
| Segment result | 949 | 157 | 465 | 435 | 2,006 |
+-------------------+--------------+------------+------------+------------+------------+
| Negative goodwill | | | | | 6,175 |
| on acquisition | | | | | |
+-------------------+--------------+------------+------------+------------+------------+
| Operating profit | | | | | 8,181 |
+-------------------+--------------+------------+------------+------------+------------+
| Finance costs, | | | | | (589) |
| net | | | | | |
+-------------------+--------------+------------+------------+------------+------------+
| Profit before tax | | | | | 7,592 |
+-------------------+--------------+------------+------------+------------+------------+
| Income tax credit | | | | | 86 |
+-------------------+--------------+------------+------------+------------+------------+
| Profit for the | | | | | 7,678 |
| year | | | | | |
+-------------------+--------------+------------+------------+------------+------------+
| | | | | | |
+-------------------+--------------+------------+------------+------------+------------+
| Other information | | | | | |
+-------------------+--------------+------------+------------+------------+------------+
| Capital | 109 | 89 | 584 | 9,279 | 10,061 |
| expenditure | | | | | |
+-------------------+--------------+------------+------------+------------+------------+
| Depreciation and | 172 | 96 | 76 | 5 | 349 |
| amortisation | | | | | |
| | | | | | |
+-------------------+--------------+------------+------------+------------+------------+
| Segmental assets | 11,537 | 3,140 | 4,130 | 10,330 | 29,137 |
+-------------------+--------------+------------+------------+------------+------------+
| Segmental | (8,765) | (987) | (3,810) | (4,653) | (18,215) |
| liabilities | | | | | |
+-------------------+--------------+------------+------------+------------+------------+
| Net assets as at | 2,772 | 2,153 | 320 | 5,677 | 10,922 |
| 30 June 2008 | | | | | |
+-------------------+--------------+------------+------------+------------+------------+
GEOGRAPHICAL SEGMENTS
The Group's operations are located in the UK, France and Spain.
The following table provides an analysis of the Group's sales by geographical
market, irrespective of the origin of the goods/services
+--------------------------------------------+---------------------+----------------+
| | Year ended | Year ended |
| | 30 June 2009 | 30 June 2008 |
+--------------------------------------------+---------------------+----------------+
| | GBP'000 | GBP'000 |
+--------------------------------------------+---------------------+----------------+
| UK | 12,421 | 13,147 |
+--------------------------------------------+---------------------+----------------+
| Europe | 8,972 | 11,139 |
+--------------------------------------------+---------------------+----------------+
| Far East | 2,847 | 603 |
+--------------------------------------------+---------------------+----------------+
| Africa and Middle East | 501 | 153 |
+--------------------------------------------+---------------------+----------------+
| USA | 4 | 16 |
+--------------------------------------------+---------------------+----------------+
| | 24,745 | 25,058 |
+--------------------------------------------+---------------------+----------------+
The following is an analysis of the carrying amount of segment net assets and
additions to property, plant and equipment and intangible assets, analysed by
the geographical area in which the assets are located.
+--------------------------------+------------+------------+------------+------------+
| | Carrying | Additions to |
| | amount of | property, plant |
| | segment assets | and equipment |
| | | and intangible assets |
| | | |
+--------------------------------+-------------------------+-------------------------+
| | Year ended | Year ended | Year ended | Year ended |
| | 30 June | 30 June | 30 June | 30 June |
| | 2009 | 2008 | 2009 | 2008 |
+--------------------------------+------------+------------+------------+------------+
| | GBP'000 | GBP'000 | GBP'000 | GBP'000 |
+--------------------------------+------------+------------+------------+------------+
| | | | | |
+--------------------------------+------------+------------+------------+------------+
| UK | 12,314 | 11,546 | 368 | 10,008 |
+--------------------------------+------------+------------+------------+------------+
| France | 444 | (209) | 7 | 7 |
+--------------------------------+------------+------------+------------+------------+
| Spain | (285) | (415) | 19 | 46 |
+--------------------------------+------------+------------+------------+------------+
| | 12,473 | 10,922 | 394 | 10,061 |
+--------------------------------+------------+------------+------------+------------+
3.EARNINGS PER SHARE
Basic earnings per share is calculated by dividing the profit attributable to
equity holders of the parent company by the weighted average number of ordinary
shares in issue during the year excluding ordinary shares purchased by group
companies and held as treasury shares.
The basic and diluted earnings per share is 9.02p (2008 - 45.05p). There is no
difference between basic and diluted earnings per share.
The underlying earnings per share calculation for the year ended 30 June 2009 is
based on the weighted average of 17,687,354 (2008 - 17,042,888) ordinary shares
in issue during the year and the profit of GBP1,595,000 (2008 - GBP1,503,000).
The total earnings per share calculation for the year ended 30 June 2009 is
based on the weighted average of 17,687,354 (2008 - 17,042,888) ordinary shares
in issue during the year and the profit of GBP1,595,000 (2008 - GBP7,678,000).
4.COMPARATIVE INFORMATION
Reinstatement of revaluation reserve
On 18 July 2007, the property owned by one of the subsidiaries, Crescent of
Cambridge Limited was valued on 18 July 2007 by D. H. Barford & Co., Chartered
Surveyors and the open market valuation was GBP229,000 higher than the carrying
value in the financial statements.
Although the valuation took place after the group's 2007 financial year, because
the valuation date was so close to the year end the Directors were of the
opinion that the valuation reflected the market value of the property at 30 June
2007 and they adjusted for the revaluation in the 2007 financial statements.
Under the group's first time adoption of IFRS, the Directors elected to use the
previous UK GAAP revaluation of their properties (including the revaluation of
Crescent of Cambridge Limited's premises) at the date of transition to IFRSs as
deemed cost and the entire revaluation reserve was transferred to retained
earnings.
IFRS 1, First-time Adoption of International Financial Reporting Standards, only
permits first-time adopters to restate the deemed cost of property to reflect
property revaluations taking place on or before the date of transition to IFRSs.
As the valuation of Crescent of Cambridge Limited's premises took place after
this date, a revaluation reserve of GBP229,000 should have been created. The
comparative figures have been amended to reinstate the revaluation reserve and
correct the value of retained earnings.
Amendment to the Group Cash Flow Statement
Cash, cash equivalents and bank overdrafts at the beginning and end of the 2008
financial year have been restated. Bank loans of GBP3,250,000 were incorrectly
included in the cash, cash equivalents and bank overdrafts figures in the prior
year financial statements.
The financial information set out above does not constitute the group's
statutory accounts for the years ended 30 June 2009 or 2008. Statutory accounts
for 2008 have been delivered to the Registrar of Companies. The auditors have
reported on the 2008 accounts; their reports were (i) unqualified (ii) did not
include references to any matters which the auditors drew attention by way of
emphasis without qualifying their reports and (iii) did not contain statements
under section 237(2) or (3) of the Companies Act 1985. The statutory accounts
for 2009, which are being prepared under IFRSs as adopted by the EU will be
finalised on the basis of the financial information presented by the Directors
in this preliminary announcement and will be delivered to the Registrar of
Companies in due course.
A copy of the financial report and accounts will be dispatched to shareholders
by no later than 7th December 2009 and a copy will also be available on the
Group's website, www.swpgroupplc.com
For further information or enquiries please contact:
+---------------------------+---------------------------+---------------------------+
| J.A.F Walker | D.J. Pett | Richard Kauffer |
| Chairman | Finance Director | Nominated Advisor & |
| SWP Group plc | SWP Group plc | Broker |
| Tel office: 01353 723270 | Tel office: 01353 723270 | KBC Peel Hunt |
| Mobile: 07800 951151 | Mobile: 07940 523135 | Tel office: 0207 418 8900 |
| | | |
+---------------------------+---------------------------+---------------------------+
This information is provided by RNS
The company news service from the London Stock Exchange
END
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