Final Results
Tandem Group PLC
03 May 2007
TANDEM GROUP PLC
PRELIMINARY RESULTS FOR THE YEAR ENDED 31 JANUARY 2007
Chairman's statement
Turnover for the year ended 31 January 2007 was £33,785,000 compared to
£42,760,000 last year. There was a profit before taxation of £511,000 compared
to a loss last year of £2,157,000.
Cycles
Our cycle businesses enjoyed a good year with profitability well ahead of last
year. Production in the UK ceased in June 2006 with all bicycles now being
specified and designed in the UK and manufactured abroad under the supervision
of our own quality control team. Exceptional costs of £234,000 were incurred in
closing the production facilities but going forward significant overhead and
working capital savings will be made.
Turnover in the cycle businesses was down on last year due to reduced sales to
some national retailers where margins are lower. Sales through our traditional
customer base of independent retailers and mail order increased following
additional resources in sales and marketing.
The Group's brands are shown at the front of the annual report. Sales of the
premier brands, Falcon, Claud Butler, and Dawes continue to expand.
Sports, leisure and toys
Sales of wheeled toys under Thomas the Tank Engine and Bob the Builder brands
performed well. Snooker, pool and outdoor play products from the Pot Black and
Hedstrom ranges have been redesigned by the product development team at MV
Sports & Leisure. Customer reaction has been good and it is expected that these
product ranges will make a valuable contribution going forward.
Sales from the UK operation were down on last year with increased competition
against some of our longer-established licences and cautious buying from
national retailers. Turnover from our Hong Kong operation increased over last
year. As it is expected that this trend will continue, synergies with our other
Group companies are being developed to reduce our combined overhead base in the
UK.
New licences, which will be backed by a combination of television and cinema
exposure, have been secured including a wheeled toys range under the
Transformers brand.
Golf equipment
Turnover at Ben Sayers was up on the previous year despite the decision to
withdraw from low margin business. Sales to independent retailers and export
continue to grow as the customer base expands.
A number of new and innovative products have been introduced in the 2007 product
range resulting in an increasing level of orders being received.
Pensions
The Group operates two pension schemes that have defined benefit liabilities.
The two schemes had funds invested totalling £10.8 million at 31 January 2007
compared with £10.6 million at 31 January 2006. Investment income and growth
during the year was £0.7 million. Pensions and transfer payments paid out
totalled £0.5 million, representing 4.5% of the funds invested at 31 January
2007. The deficits in the schemes, before deducting the deferred tax asset,
valued under Financial Reporting Standard 17 at 31 January 2007, totalled £2.1
million compared to £3.0 million last year.
The schemes are closed to new members. New employees can join the Group's
defined contribution schemes, where no deficit can be incurred. In accordance
with the recommendation from the schemes' actuaries, the Company has to make
payments totalling £207,000 per annum to reduce the deficit of the schemes. The
schemes' actuaries have calculated the deficit using guidelines that the
government and Institute of Actuaries agree could well be inappropriate and
which consequently are being withdrawn. Meanwhile we are obliged to make these
payments which deplete funds available for investment to grow the business.
In addition to the payments being made to reduce the deficit of the schemes the
Group is paying the schemes' administration costs and levies to the Pension
Protection Fund. As well as the cost, a disproportionate amount of management
time is spent dealing with matters relating to the pension schemes. In view of
this, work is underway on a scheme to buy out certain members' benefits in order
to significantly reduce or eliminate the schemes' deficits.
Employees
We wish to thank all management and employees for their contribution in
returning the Group to profitability. There have been many changes in recent
years including the relocation of the Pot Black business and the closure of
bicycle production. Our staff have responded well to the challenges and we now
have an established team of management and staff with the skills to take the
business forward.
Current trading
The year to 31 January 2007 has been a period of consolidation following the
loss in the previous year. Bicycle production has been successfully outsourced
and the profitable products within the Pot Black and Hedstrom ranges are making
an important contribution to the MV business. Overheads continue to be closely
monitored and the focus is now on building sales. Resources have been
concentrated in product development, sales and marketing. We have a wide
portfolio of new andestablished products. The Group has performed well in the
first quarter of the current financial year, with turnover up 15% on the
previous year. Your Board is optimistic about the prospects for the rest of the
financial year.
Graham Waldron
Chairman
3 May 2007
Consolidated profit and loss account
______________________________________________________________
Year ended 31 January 2007 Year ended 31 January 2006
Before Exceptional After Before Exceptional After
exceptional items and exceptional exceptional items and exceptional
items and goodwill items and items and goodwill items and
goodwill amortisation goodwill goodwill amortisation goodwill
amortisation amortisation amortisation amortisation
£'000 £'000 £'000 £'000 £'000 £'000
Turnover 33,785 33,785 42,760 42,760
Cost of sales (23,132) (23,132) (30,819) (30,819)
________ ________ ________ ________
Gross profit 10,653 10,653 11,941 11,941
________ ________ ________ ________
Net operating
expenses (9,462) (234) (9,696) (11,715) (1,382) (13,097)
Goodwill amortisation
and impairment (175) (175) (640) (640)
________ ________ ________ ________ ________ ________
Total operating
expenses (9,462) (409) (9,871) (11,715) (2,022) (13,737)
________ ________ ________ ________ ________ ________
Operating profit/(loss) 1,191 (409) 782 226 (2,022) (1,796)
Finance charges (271) (361)
________ ________ ________ ________ ________ ________
Profit/(loss)on ordinary
activities before taxation 511 (2,157)
Tax credit/(charge)on
profit/(loss)on ordinary
activities 285 (152)
________ ________
Profit/(loss)on ordinary
activities after taxation
transferred to/(from)
reserves 796 (2,309)
________ ________
Earnings/(loss)per share
Pence Pence
Basic and diluted 2.12 (6.14)
All figures relate to continuing operations.
Consolidated balance sheet
______________________________________________________________
At 31 January 2007
2007 2006
£'000 £'000
Fixed assets
Intangible assets 2,502 2,677
Tangible assets 403 563
________ ________
2,905 3,240
________ ________
Current assets
Stocks 5,676 5,664
Debtors 6,135 5,527
Cash at bank and in hand 551 2,426
________ ________
12,362 13,617
Creditors - amounts falling due within one year (8,855) (11,076)
________ ________
Net current assets 3,507 2,541
________ ________
Net assets before pension schemes' deficits 6,412 5,781
Pension schemes' deficits (1,496) (2,839)
________ ________
Net assets after pension schemes' deficits 4,916 2,942
________ ________
Capital and reserves
Called up share capital 1,503 1,503
Share premium account 5,258 5,258
Merger reserve 1,036 1,036
Other reserves 1,453 1,426
Profit and loss account (4,334) (6,281)
________ ________
Shareholders' funds 4,916 2,942
________ ________
Statement of movements on reserves
______________________________________________________________
Year ended 31 January 2007
Share Merger Other Profit Total
premium reserve reserves and loss
account account
Restated
£'000 £'000 £'000 £'000 £'000
Balance at 1 February
2006 5,258 1,036 1,426 (6,281) 1,439
Profit for the year - - - 796 796
Re-translation of
overseas subsidiaries - - - (70) (70)
Actuarial gains on
pension schemes - - - 1,221 1,221
Share-based payments - - 27 - 27
_______ _______ _______ _______ _______
Balance at 31 January
2007 5,258 1,036 1,453 (4,334) 3,413
_______ _______ _______ _______ _______
Reconciliation of movements in shareholders' funds
______________________________________________________________
Year ended 31 January 2007
2007 2006
£'000 £'000
Profit/(loss) for the year 796 (2,309)
Re-translation of overseas subsidiaries (70) 38
Actuarial gain/(loss) on pension schemes including related
deferred tax asset 1,221 (910)
Share-based payments 27 -
_______ _______
Net addition/(deduction) to shareholders' funds 1,974 (3,181)
Opening shareholders' funds 2,942 6,123
_______ _______
Closing shareholders' funds 4,916 2,942
_______ _______
Statement of total recognised gains and losses
______________________________________________________________
Year ended 31 January 2007
2007 2006
£'000 £'000
Profit/(loss) for the year 796 (2,309)
Re-translation of overseas subsidiaries (70) 38
Actuarial gain/(loss) on pension schemes including related
deferred tax asset 1,221 (910)
Share-based payments 27 -
_______ _______
Total recognised gains and losses since the last annual
report 1,974 (3,181)
_______ _______
Consolidated cash flow statement
______________________________________________________________
Year ended 31 January 2007
2007 2006
£'000 £'000
Net cash (outflow)/inflow from operating activities (1,455) 1,046
_______ _______
Returns on investments and servicing of finance
Interest paid (271) (358)
Interest element of hire purchase rentals - (3)
_______ _______
Net cash outflow from returns on investments and
servicing of finance (271) (361)
_______ _______
Taxation (85) (43)
_______ _______
Capital expenditure
Purchase of tangible fixed assets (94) (119)
Sale of tangible fixed assets 31 49
_______ _______
Net cash outflow from capital expenditure (63) (70)
_______ _______
Net cash (outflow)/inflow before financing (1,874) 572
_______ _______
Financing
Repayments of amounts borrowed - (980)
Capital element of hire purchase rentals (1) (21)
_______ _______
Net cash outflow from financing (1) (1,001)
_______ _______
Decrease in cash (1,875) (429)
_______ _______
Notes to consolidated cash flow statement
1. Reconciliation of operating profit/(loss) to net cash
(outflow)/inflow from operating activities 2007 2006
£'000 £'000
Operating profit/(loss) 782 (1,796)
Depreciation charges 173 307
Provision for impairment/amortisation of goodwill 175 640
Loss on sale of tangible fixed assets 48 119
(Increase)/decrease in stocks (12) 2,830
(Increase)/decrease in debtors (262) 2,095
Decrease in creditors (2,268) (3,024)
Adjustment for pension funding and share-based payments (91) (125)
_______ _______
Net cash (outflow)/inflow from operating activities (1,455) 1,046
_______ _______
2. Reconciliation of net cash outflow to movement in
net funds 2007 2006
£'000 £'000
Decrease in cash (1,875) (429)
Cash to repay finance leases and hire purchase contracts 1 21
Bank loan - 900
Other loans - 80
_______ _______
Changes in net funds resulting from cash flows (1,874) 572
Net funds at 1 February 2,425 1,853
_______ _______
Net funds at 31 January 551 2,425
_______ _______
3. Analysis of net funds At Cash flow At
1 February 31 January
2006 2007
£'000 £'000 £'000
Cash at bank and in hand 2,426 (1,875) 551
Hire purchase creditors (1) 1 -
________ ________ ________
Net funds 2,425 (1,874) 551
________ ________ ________
Notes to the preliminary results
1. The financial information set out in this preliminary announcement
does not constitute statutory accounts as defined in section 240 of the
Companies Act 1985. The consolidated balance sheet at 31 January 2007, the
consolidated profit and loss account, the statement of movements on reserves,
the reconciliation of movements in shareholders' funds, the statement of
recognised gains and losses, the consolidated cash flow statement and the
associated notes for the year then ended have been extracted from the Group's
financial statements upon which the auditor's opinion is unqualified and does
not include any statement under Section 237 of the Companies Act 1985. The
statutory accounts for the year ended 31 January 2007 will be delivered to the
Registrar of Companies following the Group's Annual General Meeting.
The financial statements have been prepared under the historical cost convention
and in accordance with applicable United Kingdom accounting standards. The
principal accounting policies of the Group are set out in the Group's 2006
annual report and financial statements with the following addition:
Share-based payments
Following the introduction of FRS 20 the Group's accounting policy relating to
share-based payments has altered and is set out below.
All share-based payment arrangements arising after 7 November 2002 are
recognised in the consolidated financial statements. The Group operates
equity-settled share-based remuneration plans for remuneration of its employees.
Options are issued by the parent to the employees of its subsidiaries. As such,
the charge for the share-based remuneration is recognised in the subsidiary
company profit and loss account with no charge being borne in the ultimate
parent profit and loss account. All employee services received in exchange for
the grant of any share-based remuneration are measured at their fair values.
These are indirectly determined by reference to the fair value of the share
options awarded. Their value is appraised at the grant date and excludes the
impact of any non-market vesting conditions (for example, profitability and
sales growth targets).
All share-based remuneration is ultimately recognised as an expense in profit or
loss with a corresponding credit to the share-based payment reserve, net of
deferred tax where applicable. If vesting periods or other vesting conditions
apply, the expense is allocated over the vesting period, based on the best
available estimate of the number of share options expected to vest. Non-market
vesting conditions are included in assumptions about the number of options that
are expected to become exercisable. Estimates are subsequently revised if there
is any indication that the number of share options expected to vest differs from
previous estimates. No adjustment is made to the expense recognised in prior
periods if fewer share options ultimately are exercised than originally
estimated.
Upon exercise of share options, the proceeds received net of any directly
attributable transaction costs up to the nominal value of the shares issued are
allocated to share capital with any excess being recorded as share premium.
This change in accounting policy has resulted in a decrease to the profit before
taxation of £27,000 for the year ended 31 January 2007, with no material impact
for the prior year. This change has not resulted in any increase or decrease in
net assets.
2. No dividend on the ordinary shares is being proposed (2006 - £nil).
3. Earnings per share
2007 2006
£'000 £'000
Profit/(loss) for the year used for basic
and diluted earnings per share calculation 796 (2,309)
_______ _______
Number Number
Weighted average number of ordinary shares
in issue during the year used for basic and
diluted earnings per share calculation 37,584,412 37,584,412
_______ _______
Earnings/(loss) per share Pence Pence
Basic and diluted 2.12 (6.14)
_______ _______
The calculation of the basic and diluted earnings per share is based on the
profit/(loss) on ordinary activities after tax and on the weighted average
number of ordinary shares in issue during the year.
4. The annual report and accounts will be posted to shareholders shortly.
5. The Annual General Meeting will be held at 11:00 a.m. on 14 June 2007
at Eversheds LLP, 1 Royal Standard Place, Nottingham NG1 6FZ.
3 May 2007
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