Final Results
Tandem Group PLC
16 May 2006
TANDEM GROUP PLC
PRELIMINARY RESULTS FOR THE YEAR ENDED 31 JANUARY 2006
Chairman's statement
Turnover was £42,760,000 compared to £52,683,000 last year. The operating
profit, after including the trading losses from Pot Black and before exceptional
costs of £1,382,000 and goodwill amortisation and impairment of £640,000, was
£226,000 compared to £1,725,000 in the prior year. After deducting exceptional
costs and goodwill amortisation and impairment the operating loss was
£1,796,000. There was a loss before taxation of £2,157,000 compared to a profit
last year of £1,179,000.
Falcon and Dawes
Turnover in the bicycle business, with the well known brands of Falcon, Dawes,
Claud Butler, Shogun, British Eagle and Optima, was lower than the previous year
as we maintain the policy of withdrawing from low margin business with
questionable profitability. Although there are no reliable statistics produced
it was generally believed that sales in the U.K. of lower priced bikes in 2005
were down on the previous year in line with the difficult market conditions. Our
continuing policy of reducing costs resulted in an increase in profitability.
With our reputation for product design and service our customer base continues
to grow, from which we should benefit as the retail environment improves.
Further sales resources have been added. Production at the Group's manufacturing
facilities in the U.K. has been reducing over the last few years and has been
concentrating on the higher value bikes. This will cease in the summer of 2006
as production is moved abroad. Overhead savings will be made which, together
with a reduction in working capital, should lead to increased profitability.
MV Sports
MV distributes a range of products featuring high profile brand and character
licences including Barbie, Groovy Chick, Bang on the Door Baby, Thomas the Tank
Engine, Bob the Builder and a range of football training equipment under the
Kickmaster brand.
Following a record year to 31 January 2005, turnover for the year to 31 January
2006 was somewhat lower. A significant catalogue shop customer closed. There was
increased competition against some of our longer established licences and a
challenging retail sector. Sales opportunities with low margins were not
pursued. Lower overheads failed to compensate for the reduced turnover.
The success of the MV business is down to having the right brands and licences
and product innovation. More resources have been placed in these areas. New
ranges including Barbie Fairytopia, Barbie Mermaidia, Barbie 12 Dancing
Princesses, Fireman Sam and Winx Club have been developed for 2006.
Pot Black
The management of Pot Black failed to deal with the increased competition from
unbranded imports and the changes required following the introduction of new
British Standards on outdoor play products' safety regulations. It was decided
that, with losses mounting, the Devon operations should be closed. Exceptional
costs of £1,382,000 were incurred in closing down the operations of which
£410,000 was cash outflow for employee severance payments, lease terminations
and removal costs. The balance of £972,000 was in respect of writing down the
book value of plant and machinery, stock and debtors to their recoverable
amount. In view of the losses, a provision of £434,000 has been made against the
goodwill of Pot Black in accordance with Financial Reporting Standard 11.
The profitable products within the Pot Black range are being continued and
further developed to meet market requirements to contribute a useful margin
within the MV business.
Ben Sayers
Although Ben Sayers is our smallest business, the brand is one of the oldest in
golf, having been established in 1876.
We have withdrawn from low margin business and turnover was slightly down on the
previous year but with a much improved customer base. The results were better
than last year but still not up to the potential.
New systems have been put in place to ensure improved product availability and
customer service. The new M Series range for 2006 has received good trade and
consumer press coverage and has been enthusiastically received by retailers.
Pensions
As required by Financial Reporting Standard 17 (FRS17) we have included the
actuarial deficits on the Group's pension schemes' defined benefit sections on
the balance sheet for the first time. We have restated the previous year's
figures accordingly.
The Group operates two pension schemes that have defined benefit liabilities.
There is only one active member receiving defined benefit pension accruals and
new members of both schemes can join the defined contribution sections, where no
deficit can be incurred. In accordance with the advice from the schemes'
actuaries, payments totalling £188,000 per annum are currently being made to
reduce the deficit of the schemes. The schemes' actuaries calculate the deficit
using guidelines that the government and Institute of Actuaries agree could be
inappropriate and which consequently are being withdrawn. Nevertheless we are
obliged to make these payments which deplete funds available for investment to
grow the business.
The two schemes had funds invested totalling £10.6 million at 31 January 2006
compared with £9.2 million at 31 January 2005. Investment income and growth
during the year was £1.8 million. Pensions and transfer payments paid out
totalled £443,000, representing 4.2% of the funds invested at 31 January 2006.
Summary
The losses at Pot Black and the cost of stopping them are now behind us. We have
reviewed our forecasting procedures to ensure that any loss making activities
are swiftly dealt with so that in the future we do not incur similar problems
such as those experienced at Pot Black. Reporting controls, particularly those
relating to stock, have been improved. Whilst these events have clearly had an
adverse effect on our balance sheet, careful control of working capital has
increased net funds.
Current trading
Trading in the first quarter of the current financial year is in line with
budget on a reduced turnover following the withdrawal from low margin or
unprofitable business. As in previous years our profits will be concentrated in
the second half of the financial year.
Your board and the management in the businesses are fully aware of the need to
return to the level of progress that the Group made in previous years.
Graham Waldron
Chairman
16 May 2006
Consolidated profit and loss account
Year ended 31 January 2006 Year ended
Before goodwill Goodwill After goodwill 31 January
amortisation/ amortisation/ amortisation/ 2005
impairment and impairment impairment and Restated
exceptional and exceptional
items exceptional items
items
£'000 £'000 £'000 £'000
Turnover 42,760 - 42,760 52,683
Cost of sales (30,819) - (30,819) (35,794)
-------- -------- -------- --------
Gross profit 11,941 - 11,941 16,889
-------- -------- -------- --------
Net operating expenses (11,715) (1,382) (13,097) (15,155)
Goodwill amortisation and - (640) (640) (9)
impairment
-------- -------- -------- --------
Total operating expenses (11,715) (2,022) (13,737) (15,164)
-------- -------- -------- --------
Operating profit/(loss) 226 (2,022) (1,796) 1,725
-------- --------
Finance charges (361) (546)
-------- --------
(Loss)/profit on ordinary activities before taxation (2,157) 1,179
Tax charge on (loss)/profit on ordinary activities (152) (74)
-------- --------
(Loss)/profit on ordinary activities after taxation
transferred(from)/to reserves (2,309) 1,105
-------- --------
(Loss)/earnings per share Pence Pence
Basic (6.14) 2.94
--------- --------
Diluted (6.14) 2.89
--------- --------
Consolidated balance sheet
At 31 January 2006
2005
2006 Restated
£'000 £'000
Fixed assets
Intangible assets 2,677 3,317
Tangible assets 563 919
-------- --------
3,240 4,236
-------- --------
Current assets
Stocks 5,664 8,494
Debtors 5,527 7,731
Cash at bank and in hand 2,426 2,855
-------- --------
13,617 19,080
Creditors - amounts falling due within one year (11,076) (15,138)
-------- --------
Net current assets 2,541 3,942
-------- --------
Net assets before pension schemes' deficits 5,781 8,178
Pension schemes' deficits (2,839) (2,055)
-------- --------
Net assets after pension schemes' deficits 2,942 6,123
-------- --------
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 1,426 1,426
Profit and loss account (6,281) (3,100)
-------- --------
Equity shareholders' funds 2,942 6,123
-------- --------
Consolidated cash flow statement
Year ended 31 January 2006
Cash flow
Notes 2006 2005
Restated
£'000 £'000
Net cash inflow from operating activities 1 1,046 2,566
------- -------
Returns on investments and servicing of finance
Interest paid (358) (532)
Interest element of hire purchase rentals (3) (14)
------- -------
Net cash outflow from returns on investments and
servicing of finance (361) (546)
------- -------
Taxation (43) (4)
------- -------
Capital expenditure
Purchase of tangible fixed assets (119) (141)
Sale of tangible fixed assets 49 77
------- -------
Net cash outflow from capital expenditure (70) (64)
------- -------
Net cash inflow before financing 572 1,952
------- -------
Financing
Purchase of subsidiary companies' preference shares - (163)
Repayments of amounts borrowed (980) (800)
Capital element of hire purchase rentals (21) (99)
------- -------
Net cash outflow from financing (1,001) (1,062)
------- -------
(Decrease)/increase in cash 2 & 3 (429) 890
------- -------
Notes to consolidated cash flow statement
1. Reconciliation of operating profit to net
cash inflow from operating activities
2006 2005
£'000 £'000
Operating (loss)/profit (1,796) 1,725
Depreciation charges 307 570
Provision for impairment/amortisation of goodwill 640 206
Negative goodwill released - (197)
Loss/(profit) on sale of tangible fixed assets 119 (29)
Decrease/(increase) in stocks 2,830 (203)
Decrease in debtors 2,095 1,523
Decrease in creditors (3,024) (1,008)
Adjustment for pension funding (125) (21)
------- -------
Net cash inflow from operating activities 1,046 2,566
------- -------
2. Reconciliation of net cash
inflow to movement in net funds
2006 2005
£'000 £'000
(Decrease)/increase in cash (429) 890
Cash to repay finance leases and hire purchase contracts 21 99
Bank loan 900 800
Other loans 80 -
------- -------
Changes in net funds resulting from cash flows 572 1,789
Net funds at 1 February 1,853 64
------- -------
Net funds at 31 January 2,425 1,853
------- -------
3. Analysis of net
funds At At
1 February 31 January
2005 Cash flow 2006
£'000 £'000 £'000
Cash at bank and in hand 2,855 (429) 2,426
Bank loan due within 1 year (900) 900 -
Other loans (80) 80 -
Hire purchase creditors (22) 21 (1)
-------- -------- --------
1,853 572 2,425
-------- -------- --------
Notes to the preliminary results
1. The financial information in this preliminary announcement does not
constitute the Group's statutory accounts for the years ended 31 January 2006 or
2005. The financial information for 2005 is derived from the statutory accounts
for the year ended 31 January 2005, restated for the adoption of FRS 17, which
have been delivered to the Registrar of Companies. The auditors have reported on
the accounts for the financial years ended 31 January 2005 and 31 January 2006.
Their reports were unqualified and did not contain a statement under section 237
(2) or (3) of the Companies Act 1985.
2. The statutory accounts for the year ended 31 January 2006 will be
delivered to the Registrar of Companies following the Group's Annual General
Meeting.
3. The adoption of FRS 17 has required changes in the method of
accounting for defined benefit pension schemes. As a result of this change in
accounting policy the comparatives have been restated as follows:
Pension P&L
scheme Reserve
deficits
£'000 £'000
2005 as previously reported - (1,045)
------- -------
Adoption of FRS 17 at 1 February 2004 (1,832) (1,832)
During the year ended 31 January 2005 (223) (223)
------- -------
Adoption of FRS 17 at 31 January 2005 (2,055) (2,055)
------- -------
2005 restated (2,055) (3,100)
------- -------
The effect of the adoption of FRS 17 on the 2005 profit and loss account is to
increase the previously reported operating profit by £35,000 to £1,725,000 and
increase the previously reported other finance costs from £nil to £56,000.
4. No dividend on the ordinary shares is being proposed (2005 - £nil).
5. Earnings per share
2006 2005
£'000 £'000
Profit for the year used for basic and
diluted earnings per share calculation (2,309) 1,105
------- --------
Number Number
Weighted average number of ordinary shares
in issue during the year used for basic and
adjusted earnings per share calculation 37,584,412 37,584,412
Weighted average number of shares under option - 1,635,000
Number of ordinary shares that would have to
be issued at fair value - (942,926)
------- -------
Weighted average number of ordinary shares
in issue during the year used for diluted
earnings per share calculation 37,584,412 38,264,486
------- -------
Earnings per share Pence Pence
Basic (6.14) 2.94
Diluted (6.14) 2.89
FRS 14 requires presentation of diluted earnings per share ('EPS') when a
company could be called upon to issue shares that would decrease net profit or
increase net loss per share. For a loss making company with outstanding share
options, net loss per share would only be increased by the exercise of
out-of-the-money options. Since it seems inappropriate to assume that option
holders would act irrationally and there are no other diluting future share
issues, diluted EPS equals basic EPS.
6. The Annual Report and Accounts will be posted to shareholders shortly.
7. The Annual General Meeting will be held at 11:00 a.m. on 27 June 2006
at Eversheds LLP, 1 Royal Standard Place, Nottingham NG1 6FZ.
16 May 2006
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