TIDMVCP

RNS Number : 2951Q

Victoria PLC

29 August 2014

29 August 2014

Victoria PLC

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

Final Results

for the year ended 29 March 2014 and Notice of AGM

Victoria PLC (AIM: VCP), a manufacturer, supplier and distributor of design-led carpets and other floorcoverings, is pleased to announce its full year results for the year ended 29 March 2014.

The Annual Report and Accounts are being posted to shareholders today and are also available on the Company's website at www.victoriaplc.com.

Financial Highlights

 
                                             Year ended   Year ended 
                                               29 March     30 March 
                                                   2014         2013 
 
 Revenue                                      GBP71.39m    GBP70.91m 
 Operating profit/(loss) before 
  exceptional items*                           GBP2.58m   GBP(0.50)m 
 Profit/(loss) before tax and exceptional 
  items*                                       GBP2.05m   GBP(0.96)m 
 Profit/(loss) before tax *                    GBP2.28m   GBP(3.34)m 
 Net debt                                      GBP1.48m     GBP7.51m 
 Earnings/(loss) per share 
 Basic                                           24.52p     (39.56)p 
 Basic adjusted                                  27.12p     (10.95)p 
 
 * from continuing operations 
 
 

Operational Highlights:

-- Acquisition of Westex seamlessly integrated and significantly earnings enhancing for the Group

-- The UK achieved like-for-like sales growth of 1.7% to GBP28.21m (2013: GBP27.73m), excluding the impact of Westex

-- Australian sales were marginally down by 1.1% on the prior year at A$65.40m, impacted by slower economic growth and the competitive trading environment

-- Ongoing focus on generating cash, including the sale and leaseback of certain properties, has significantly reduced the Group's debt levels at the end of the year

   --     New product ranges successfully launched in the period to address evolving market trends 

--

Geoff Wilding, Chairman of Victoria PLC commented:

"2014 marked a significant improvement in Victoria's financial position. Much of the underlying improvement has come from our relentless day-to-day focus on costs, margins and sales growth.

We were very pleased to acquire Westex, arguably the UK's premium tufted carpet manufacturer.

We completed the rationalisation of our spinning mills in Australia, significantly improving our operational efficiencies in this market.

We are encouraged by the outlook for our business, with the UK residential property market showing signs of increased consumer confidence. The Australian market is also showing signs of economic improvement, which will, in time, translate into consumer confidence and increased demand for carpet.

With the reshaping of the business that has already occurred, together with the improving market conditions and other opportunities that we see, I am optimistic about the Group's future.

Our mission is to create wealth for our shareholders, rewarding them for their investment in and support for the Group."

- Ends -

For more information contact:

 
Victoria PLC 
 Geoff Wilding 
 Alexander Anton                                 +44 (0) 207 440 7520 
 
  Cantor Fitzgerald Europe (Nominated Adviser) 
  Rick Thompson, David Foreman (Corporate 
  finance) 
  Richard Redmayne (Corporate broking)             +44 (0) 20 7894 7000 
 
  MHP Communications (Financial PR) 
  Nick Denton                                      +44 (0) 20 3128 8100 
 

Chairman's Statement

I am pleased to advise shareholders that the financial year for 2014 marked a significant improvement in Victoria's financial position:

   --     Group revenues grew by 0.7% (6.8% in constant currency terms) from GBP70.91m to GBP71.39m 

-- Group operating profit before exceptional items from continuing operations increased from a loss of GBP0.50m to a profit of GBP2.58m, as a result of continued improvements in like-for-like group profitability and the acquisition of the Globesign group ('Westex')

-- Group profit before tax and exceptional items from continuing operations increased from a loss of GBP0.96m to a profit of GBP2.05m

-- After exceptional items, the Group recorded a profit before tax from continuing operations of GBP2.28m, compared with a GBP3.34m loss before tax in the prior year

-- Group debt as at year end was GBP1.48m, compared with GBP7.51m in 2013, reflecting the successful restructuring of the Group

Review:

There are a number of factors that have contributed to our change in fortunes but I would like to highlight a few specific actions over the period:

-- Much of the underlying improvement has come from a relentless day-to-day focus on costs, margins, and sales growth. The success of this is a credit to the Group's employees who have needed to adjust in a relatively short time to a new culture and I would like to thank them for their efforts and focus. I would also like to take this opportunity to sincerely thank our retailers whose loyal support and business has been vital to our plans.

-- We were very pleased to acquire Westex during 2014. Westex is arguably the UK's premium tufted carpet manufacturer, and is run by talented and committed individuals who, I am delighted to say, have committed to remain at the business for a minimum of five years. In 2014, Westex generated profits of GBP4.53m although the contribution to Victoria's profit before tax was GBP1.17m, reflecting the fact that we owned the business for just three months of the financial year.

-- Our ongoing focus on generating cash has significantly reduced the Group's debt levels - from GBP7.51m at the end of 2013 to GBP1.48m as at the end of 2014 - even after the payment of GBP16.00m to the shareholders of Westex.

-- Although Victoria has long owned its factories, it is difficult to see any genuine competitive advantage in ownership of the land and buildings. Victoria is a carpet manufacturer, not a property investor, and the Board has formed the view that the capital locked up in real estate is generally better employed in carpet manufacturing and distribution operations. There will be circumstances where it is worthwhile to retain ownership of the real estate, but during 2014 we have sold our operational real estate in Australia and the Company's property at Kidderminster, by way of sale and lease back.

-- In last year's report to shareholders I outlined the proposed rationalisation of the Company's spinning mills in Australia to one site at Bendigo and this consolidation has now been completed. Costs associated with this move totalled GBP0.78m in 2014 but it has significantly improved operating efficiencies in Australia, ensuring we remain competitive.

-- As part of our strategy to dispose of non-core and underperforming assets we have successfully sold the Canadian interior decorating retailer, Colin Campbell, realising a small premium to the carrying value. The business had never generated a meaningful return to Victoria and it did not have any strategic value so in 2013 we bought out the other 50% shareholder, which enabled us to deal freely with the business - a move which resulted in us being able to achieve a sale.

Post balance sheet date the Board was delighted to deliver on its commitment to shareholders at the time of its appointment and be able to pay a special dividend of GBP2.92 per share in July - bringing the total payment to shareholders since they approved the Contract for Differences ("CFD") to GBP3.00 per share. This act also enabled the CFD to be terminated and remove any uncertainty around this arrangement. 100% of the proceeds of the CFD were reinvested into Victoria demonstrating my commitment to, and confidence in, the future of the business.

Dividend

The very large dividend paid in July 2014 has led to the decision that a final dividend will not be paid this year. However the Board would like to send a clear signal to shareholders of the Company's commitment to paying dividends as part of its plan to create wealth for shareholders and it is intended to recommence dividends next year.

Board Changes

As announced in May 2014, the Board of Victoria was further strengthened with the appointment of Terry Danks, the existing Company Secretary of the Group and Finance Director of Victoria Carpets Limited.

Outlook

We are encouraged by the improving UK residential property market. Although new homes are a useful source of revenue, by far the most important driver of carpet sales is home-owners redecorating/refurbishing their homes. Consumer confidence and home sales are the underlying factors for this activity.

After a very difficult couple of years there are also promising signs of economic improvement in Australia, which will, in time, translate into consumer confidence and increasing demand for carpet.

To help shareholders understand the underlying earnings of Victoria I have set out in the table below a summary of the operating profits of each component of the Group.

 
 EBIT GBP000's                      2012                     2013                      2014 
 Existing UK                         308                  (1,820)                       403 
                   ---------------------  -----------------------  ------------------------ 
 Westex                            3,341                    3,698                     4,538 
                   ---------------------  -----------------------  ------------------------ 
 Australia (A$)                    4,786                    3,104                     2,876 
                   ---------------------  -----------------------  ------------------------ 
 Australia (GBP)                   3,134                    2,027                     1,686 
                   ---------------------  -----------------------  ------------------------ 
 PLC                               (859)                    (705)                     (682) 
                   ---------------------  -----------------------  ------------------------ 
 Total                             5,924                    3,200                     5,945 
                   ---------------------  -----------------------  ------------------------ 
 

Notes:

1. Westex earnings are for the 12 months ending 28 February of each year (their former balance sheet date); all other earnings are for Victoria's financial year

   2.   All numbers exclude exceptional items 
   3.   Existing UK incorporates Victoria Carpets Limited and Westwood Yarns Limited 

Our Mission

I would like to finish this report by highlighting Victoria PLC's commitment to create wealth for shareholders. It is the benchmark against which all management and board decisions are measured. The means by which we do this is by the manufacture and distribution of some of the finest floor coverings in the UK and Australia, but the objective is to reward shareholders for their investment in, and support for, Victoria PLC.

I am pleased to say that over the last 18 months many of the Group's management have bought shares (most of them for the first time) on market with their own cash reflecting their belief in Victoria PLC. Their personal investment ensures they think and act in the best interests of shareholders because they are shareholders.

In summary, with the reshaping of the business that has already occurred, together with the improving market conditions and other opportunities that we see, I am optimistic about the Group's future.

Operating and Financial Review

Operational Review

United Kingdom

Whilst the improving UK economic position has been well documented during this financial period, market conditions remain highly competitive and consumers remain cautious over spend on high value items after a sustained period of below inflationary wage growth.

With the market trend towards less expensive products, Victoria launched a number of product ranges in the financial period to reflect this.

The UK achieved like for like sales growth of 1.7% from GBP27.73m to GBP28.21m, which excludes the impact of the acquisition of Westex.

The UK underlying operating performance (excluding Westex) has improved from an operating loss of GBP1.82m in 2013 to an operating profit of GBP0.40m in 2014. The turnaround in performance is driven by an improvement in gross margin and a continued focus on reducing the cost base, including the full year benefit of cost saving initiatives undertaken in the second half of 2013.

The UK completed a sale and leaseback of the manufacturing facility in Kidderminster in March 2014, receiving cash of GBP5.80m.

The acquisition of Westex in December 2013 has contributed sales of GBP4.83m and an operating profit of GBP1.17m in the period post acquisition. The annual operating profit of Westex over the past three years is shown within the Chairman's Statement.

As a result of the above, the UK recorded a profit before tax and exceptional items of GBP1.57m compared to a loss before tax and exceptional items of GBP2.03m in 2013.

Australia

The Australian economy continues to be impacted by the slowdown in the resources sector and a softening in prices as a result of slowing growth in key markets of China and India. The retail and building & construction sectors are showing progress whilst manufacturing and service sectors continue to struggle.

The direction of the Australian Dollar is critical to the health of the manufacturing sector and to competitiveness in the resources sector and overall unemployment rates. There has been considerable volatility in both the Australian Dollar and New Zealand Dollar during the year and experts are divided over their future direction.

The continued low interest rate environment has fostered significant increases in house prices in both Australia and New Zealand with many major cities showing double digit growth over the past 12 months. This activity has boosted approval and commencements in new building construction in 2014, and driven the turnover and clearance rates of existing properties. Most recent data indicates that building and property activity levels are now moderating heading into 2015.

Sales in the period of A$65.40m were below prior year by 1.1% (A$66.14m), impacted by tough economic conditions and the competitive trading environment.

Whilst reported operating profit has reduced by A$0.23m to A$2.88m on lower sales, the like for like operating profit, after adjusting for property leasing costs during the period was in line with prior year. Cost saving initiatives across the business also delivered and contributed to the underlying operating profit, offsetting additional costs in third party logistics following the failure of a long term partner.

The exit from and closure of the Castlemaine Mill freed up key assets to be transferred to the Bendigo Mill, increasing that plant's capacity and reducing operating costs by year end.

The company completed sale and leasebacks of the manufacturing facility in Dandenong and spinning mill at Bendigo realising cash of A$10.50m in the financial year. The sale of the Castlemaine Mill was completed post year end in May 2014 for A$1.0m.

The company has achieved a significant reduction in working capital, with inventory reduced by A$4.29m (20.9%).

Canada

As noted in the Chairman's Statement, the Group disposed of its Canadian operation Colin Campbell at the end of the financial period. The Canadian operation contributed operating profit of GBP5k in the period and GBP77k in prior year. The sale of the business in March 2014 realised a GBP111k profit.

Financial Review

The Group's financial performance for the year end 29 March 2014 is summarised as follows:

 
                                                    2014       2013        % 
                                                    GBPm       GBPm   Change 
--------------------------------------------  ----------  ---------  ------- 
 
 Revenue                                           71.39      70.91     0.7% 
 Operating profit/(loss) before exceptional 
  items from continuing operations                  2.58     (0.50)   618.3% 
 Finance Costs                                    (0.53)     (0.46)    15.2% 
 Profit/(loss) before tax and exceptional 
  items from continuing operations                  2.05     (0.96)   312.9% 
 Exceptional items                                  0.23     (2.38)   109.7% 
 Profit/(loss) before tax from continuing 
  operations                                        2.28     (3.34)   168.3% 
 Tax                                              (0.67)       0.74   190.8% 
 Profit/(loss) after tax from continuing 
  operations                                        1.61     (2.60)   161.9% 
 Profit/(loss) from discontinued operations         0.12     (0.18)   163.7% 
 Profit/(loss) for the period                       1.73     (2.78)   162.1% 
 Net debt                                           1.48       7.51   -80.3% 
 
 

Exceptional Items

The exceptional items for the year end 29 March 2014 are summarised below:

 
                                                   2014       2013 
                                                   GBPm       GBPm 
---------------------------------------------  --------  --------- 
 Profit on sale of properties                      3.30     ------ 
 Contract for Differences                        (1.63)     ------ 
 Restructuring of Australia's spinning mills     (0.78)     (0.87) 
 Acquisition costs                               (0.66)     ------ 
 Move to AIM                                     ------     (0.23) 
 Incentive plan                                  ------     (0.23) 
 General Meeting costs                           ------     (0.60) 
 Write off of certain intangible assets          ------     (0.44) 
                                                   0.23     (2.37) 
---------------------------------------------  --------  --------- 
 

The Group sold its carpet manufacturing facilities in both Australia and the UK during the year and the spinning mill in Bendigo, Australia. These properties are now under operating leases varying from 10 to 20 year terms. The property sales realised a profit of GBP3.30m, which is recorded in other operating income.

The Contract for Differences charge of GBP1.63m represents the fair value assessment of the contract at the year-end date and associated professional fees in the period. The fair value calculation was based on the principles of the contract and the market capitalisation as at the year end. Also taken into account were a number of conditions still to be met before the contract could be exercised. The conditions were eventually satisfied in July 2014 resulting in the issue of 7,087,730 ordinary shares for the benefit of Geoffrey Wilding (through Camden Holdings Limited).

The smaller of the two spinning mills in Australia was closed in the first half period to meet reduced volume requirements for woollen yarns as a result of the continuing consumer trend away from wool to synthetic carpets.

Acquisition costs in the period relate to professional fees associated with the acquisition of Westex in December 2013.

Taxation

The tax charge in the year was GBP0.67m (2013: tax credit of GBP0.74m), equivalent to an effective tax rate of 28.0%. The Group's tax rate is above the prevailing UK standard rate of 23% impacted by a number of factors including a higher standard rate of 30% in Australia and expenses that are not deductible in determining taxable profit.

Cash Flow and Debt

 
                                                            2014      2013 
                                                            GBPm      GBPm 
----------------------------------------------------  ----------  -------- 
 
 Operating profit/(loss) from continuing operations 
  and before exceptional items                              2.58    (0.50) 
 Depreciation and non-cash items                            2.55      2.77 
 Foreign exchange                                           0.06      0.12 
 Movement in working capital                                4.32      2.12 
 Operating cash flow (before exceptional 
  items)                                                    9.51      4.51 
----------------------------------------------------  ----------  -------- 
 EBITDA *                                                   5.14      2.33 
 Operating cash flow conversion % (against 
  EBITDA*)                                                185.1%    193.7% 
 
 
 * Earnings before interest, tax, depreciation, 
  amortisation and exceptional items. 
 

The Group generated significant operating cash flows in the period (before exceptional items) relative to EBITDA (before exceptional items), driven by a continued focus on reducing working capital levels. In particular, underlying inventories levels have decreased year on year by GBP4.86m after excluding the impact of the additional inventory on the Group balance sheet following the acquisition of Westex in the period.

 
                                                   2014          2013 
                                                   GBPm          GBPm 
-------------------------------------------  ----------  ------------ 
 Operating cash flow (before exceptional 
  items)                                           9.51          4.51 
-------------------------------------------  ----------  ------------ 
 Interest paid                                   (0.53)        (0.46) 
 Corporation tax paid                            (0.40)        (0.51) 
 Capital Expenditure                             (0.53)        (0.85) 
 Free cash flow (before exceptional items)         8.05          2.69 
-------------------------------------------  ----------  ------------ 
 Proceeds on disposal of property,plant 
  and equipment                                   11.70          0.10 
 Acquisition of Westex                          (12.84)        ------ 
 Dividends paid                                  (0.56)        (0.63) 
 Restructuring of Australia's spinning 
  mills                                          (0.78)        (0.87) 
 Dividends and sales proceeds from Colin 
  Campbell                                         0.50        ------ 
 General Meeting, AIM and Incentive Plan 
  costs                                          ------        (1.06) 
 Other items                                     (0.04)          0.01 
 Net cash flow                                     6.03          0.24 
-------------------------------------------  ----------  ------------ 
 Opening net debt                                (7.51)        (7.75) 
 Closing net debt                                (1.48)        (7.51) 
-------------------------------------------  ----------  ------------ 
 

Capital expenditure was relatively modest at GBP0.53m (2013: GBP0.85m) and significantly below depreciation levels. The Group is well invested with modern plant and equipment and capital expenditure requirements are expected to remain below depreciation levels in the new financial period.

The net cash inflow of GBP11.70m in the period on disposal of property, plant and equipment principally relates to the sale and leaseback of the properties noted earlier in this review.

The net cash outflow arising in respect to the acquisition of Westex was GBP12.84m, comprising an initial cash consideration of GBP16.00m and GBP0.66m of associated professional fees, partly offset by GBP3.82m opening cash in Westex.

Net debt levels reduced by GBP6.03m during the financial year to GBP1.48m (2013: GBP7.51m).

Future funding

The Group's annual renewal of its Australia facilities took place in November 2013 and there are no problems anticipated in renewing these facilities on similar terms in November 2014.

The Group's UK facilities comprise a committed 3 year revolving credit facility expiring in July 2015, a new term loan facility to finance the Westex acquisition expiring in December 2016 and an overdraft facility. The facilities are subject to financial covenants measured against Group results and all lending covenants were satisfied at all quarterly test dates throughout the year. There are no problems anticipated in renewing the 3 year revolving credit facility which expires in less than 12 months from the date of this report.

The current facilities across the Group provide sufficient capacity in Australian Dollars, Sterling and Euros to cover all anticipated capital expenditure and working capital requirements in the year ahead.

Key performance indicators (KPI's)

The KPI's monitored by the Group Board are set out in the table below for the year ended 29 March 2014.

 
                                                     2014     2013        2012 
---------------------------------------------  ----------  -------  ---------- 
 Sales growth (constant currency)                    6.8%    -7.9%        4.6% 
 Operating margin (pre exceptional items)            3.6%    -0.6%        3.5% 
 Return on operating assets (pre exceptional 
  items)                                             7.1%    -0.9%        5.6% 
 Earnings/(loss) per share (basic adjusted)         27.1p   -11.0p       23.7p 
                                                               3.3 
 Net debt to EBITDA*                            0.3 times    times   1.4 times 
                                                               4.8        12.1 
 Interest cover (against EBITDA*)               9.7 times    times       times 
---------------------------------------------  ----------  -------  ---------- 
 

* Earnings before interest, tax, depreciation, amortisation and exceptional items.

Principal risks and uncertainties

The principal risks facing the business are set out as follows:

Competition

The Group companies operate in mature and highly competitive markets, resulting in pressure on pricing and margins. Management regularly review competitor activity to devise strategies to protect the Group's position as far as possible.

Global Economic conditions

The operating and financial performance of the Group is influenced by economic conditions in the geographic areas it operates, particularly the UK, Eurozone, Australia and the USA. The Group remains focussed on driving operational efficiency improvements, cost reductions and ongoing product development to adapt to the current market and economic conditions.

Key input prices

Material adverse changes in certain raw material prices, in particular wool prices, could affect the Group's profitability. These prices are closely monitored and forward contracts placed to help manage shorter term volatility.

Geoffrey Wilding

Executive Chairman

Consolidated Income Statement

For the 52 weeks ended 29 March 2014

 
 
                                                                      52 weeks    52 weeks 
                                                                         ended       ended 
                                                                      29 March    30 March 
                                                                          2014        2013 
 
                                                                                 Re-stated 
                                                             Notes      GBP000      GBP000 
------------------------------------  ---------  ---------  ------  ----------  ---------- 
 
 Continuing operations 
 Revenue                                                       1        71,386      70,909 
 
 Cost of sales                                                        (50,544)    (53,679) 
 
 Gross profit                                                           20,842      17,230 
 
 Distribution costs                                                   (13,804)    (14,041) 
 
 Administrative 
  expenses                                                             (7,914)     (6,230) 
 
 Other operating 
  income                                                                 3,688         168 
 
 Operating profit/(loss)                                                 2,812     (2,873) 
 Analysed between: 
 
 Operating profit/(loss) before exceptional 
  items                                                        1         2,581       (498) 
 Exceptional items                                             3           231     (2,375) 
----------------------------------------------------------  ------  ----------  ---------- 
                                                               . 
 Finance costs                                                           (531)       (465) 
 
 Profit/(loss) before 
  tax                                                          1         2,281     (3,338) 
 
 Taxation                                                                (672)         738 
 
 Profit/(loss) for the period from continuing 
  operations                                                             1,609     (2,600) 
 
 Profit/(loss) for the period from 
  discontinued operations                                      1           116       (182) 
 
 Profit/(loss) for 
  the period                                                             1,725     (2,782) 
----------------------------------------------------------  ------  ----------  ---------- 
 
 Earnings/(loss) 
  per share -                          pence      basic        2         24.52     (39.56) 
   diluted                                                     2         24.52     (39.56) 
 
 Earnings/(loss) per share from continuing 
  operations - pence                              basic        2         22.87     (36.97) 
   diluted                                                     2         22.87     (36.97) 
  --------------------------------------------------------  ------  ----------  ---------- 
 

The prior year Consolidated Income Statement was re-stated due to the sale of Colin Campbell & Sons Limited, which is now shown separately under discontinued operations.

 
 Consolidated Statement of Comprehensive Income 
 For the 52 weeks ended 29 March 2014 
 
 
                                                     52 weeks    52 weeks 
                                                        ended       ended 
                                                     29 March    30 March 
                                                         2014        2013 
 
 
                                                       GBP000      GBP000 
 Exchange differences on translation 
  of foreign operations                               (5,078)       1,597 
-------------------------------------------------  ----------  ---------- 
 Amounts which may be subsequently reclassified 
  to profit or loss                                   (5,078)       1,597 
 Profit/(loss) 
 for the period                                         1,725     (2,782) 
-------------------------------------------------  ---------- 
 Total comprehensive loss for 
  the period                                          (3,353)     (1,185) 
-------------------------------------------------  ----------  ---------- 
 

Consolidated and Company Balance Sheets

As at 29 March 2014

 
                                                 Group                Company 
 
                                          29 March   30 March   29 March   30 March 
                                              2014       2013       2014       2013 
 
 
                                            GBP000     GBP000     GBP000     GBP000 
---------------------------------------  ---------  ---------  ---------  --------- 
 
 Non-current assets 
 Goodwill                                    2,735     ------     ------     ------ 
 Intangible assets                           4,953        248     ------     ------ 
 Property, plant and equipment              18,681     23,778     ------      4,966 
 Investment property                           180        180        180        180 
 Investment in subsidiary undertakings      ------     ------     27,126      3,322 
 Deferred tax asset                          1,441      1,323        285     ------ 
--------------------------------------- 
 Total non-current assets                   27,990     25,529     27,591      8,468 
---------------------------------------  ---------  ---------  ---------  --------- 
 
 Current assets 
 Inventories                                21,203     20,866     ------     ------ 
 Trade and other receivables                13,964     11,163     16,177      4,281 
 Current tax assets                         ------        361     ------     ------ 
 Cash at bank and in hand                   15,192      1,091     13,151     ------ 
 Assets held for sale                          547        389     ------         56 
 
 Total current assets                       50,906     33,870     29,328      4,337 
--------------------------------------- 
 Total assets                               78,896     59,399     56,919     12,805 
---------------------------------------  ---------  ---------  ---------  --------- 
 
 Current liabilities 
 Trade and other payables                   17,496      9,624      3,128        229 
 Current tax liabilities                     1,162     ------     ------     ------ 
 Other financial liabilities                 5,406      7,709      5,267      4,246 
--------------------------------------- 
 Total current liabilities                  24,064     17,333      8,395      4,475 
---------------------------------------  ---------  ---------  ---------  --------- 
 
 Non-current liabilities 
 Trade and other payables                    7,716      1,954      6,804     ------ 
 Other financial liabilities                11,267        890      9,733        500 
 Deferred tax liabilities                    1,210        749     ------        471 
 Total non-current liabilities              20,193      3,593     16,537        971 
---------------------------------------  ---------  ---------  ---------  --------- 
 
 Total liabilities                          44,257     20,926     24,932      5,446 
---------------------------------------  ---------  ---------  ---------  --------- 
 
 Net assets                                 34,639     38,473     31,987      7,359 
---------------------------------------  ---------  ---------  ---------  --------- 
 
 Equity 
 
 Share capital                               1,772      1,758      1,772      1,758 
 Share premium                                 909        829        909        829 
 Retained earnings                          31,958     35,724     29,306      4,669 
 Share-based payment reserve                ------        162     ------        103 
 Total equity                               34,639     38,473     31,987      7,359 
---------------------------------------  ---------  ---------  ---------  --------- 
 

Consolidated Statement of Changes in Equity

For the 52 weeks ended 29 March 2014

 
                                            Share     Share   Retained   Share-based     Total 
                                          capital   premium   earnings       payment    equity 
                                                                             reserve 
                                           GBP000    GBP000     GBP000        GBP000    GBP000 
 
 At 31 March 2013                           1,758       829     35,724           162    38,473 
 Profit for the period                       ----      ----      1,725          ----     1,725 
 Other comprehensive loss for 
  the period                                 ----      ----    (5,078)          ----   (5,078) 
---------------------------------------  --------  --------  ---------  ------------  -------- 
                                            1,758       829     32,371           162    35,120 
 
 Transactions with owners: 
 Dividends paid                              ----      ----      (563)          ----     (563) 
 Movement in share-based payment 
  reserve                                    ----      ----       ----          (12)      (12) 
 Transfer of share-based payment 
  reserve to retained earnings               ----      ----        150         (150)      ---- 
 Issue of share capital in connection 
  with exercise of share options under 
  LTIP plan                                    14        80       ----          ----        94 
 At 29 March 2014                           1,772       909     31,958          ----    34,639 
---------------------------------------  --------  --------  ---------  ------------  -------- 
 
 
 At 1 April 2012                            1,736       829     37,575           180    40,320 
 Loss for the period                         ----      ----    (2,782)          ----   (2,782) 
 Other comprehensive income for 
  the period                                 ----      ----      1,597          ----     1,597 
---------------------------------------  --------  --------  ---------  ------------  -------- 
                                            1,736       829     36,390           180    39,135 
 
 Transactions with owners: 
 Dividends paid                              ----      ----      (627)          ----     (627) 
 Movement in share based payment 
  reserve                                    ----      ----       ----          (18)      (18) 
 Deferred tax on share option 
  scheme                                     ----      ----       (39)          ----      (39) 
 Issue of share capital in connection 
  with exercise of share options under 
  LTIP plan                                    22      ----       ----          ----        22 
 At 30 March 2013                           1,758       829     35,724           162    38,473 
---------------------------------------  --------  --------  ---------  ------------  -------- 
 

Company Statement of Changes in Equity

For the 52 weeks ended 29 March 2014

 
                                           Share     Share   Retained   Share-based    Total 
                                         capital   premium   earnings       payment   equity 
                                                                            reserve 
                                          GBP000    GBP000     GBP000        GBP000   GBP000 
 
 At 31 March 2013                          1,758       829      4,669           103    7,359 
 Profit for the period                    ------    ------     25,097        ------   25,097 
--------------------------------------  --------  --------  ---------  ------------  ------- 
                                           1,758       829     29,766           103   32,456 
 Transactions with owners: 
 Dividends paid                           ------    ------      (563)        ------    (563) 
 Transfer of share-based payment 
  reserve to retained earnings            ------    ------        103         (103)   ------ 
 Issue of share capital in connection 
  with exercise of share options 
  under LTIP plan                             14        80     ------        ------       94 
 At 29 March 2014                          1,772       909     29,306        ------   31,987 
--------------------------------------  --------  --------  ---------  ------------  ------- 
 
 
 At 1 April 2012                           1,736       829      5,802           113    8,480 
 Loss for the period                      ------    ------      (467)        ------    (467) 
--------------------------------------  --------  --------  ---------  ------------  ------- 
                                           1,736       829      5,335           113    8,013 
 Transactions with owners: 
 Dividends paid                           ------    ------      (627)        ------    (627) 
 Movement in share based payment 
  reserve                                 ------    ------     ------          (10)     (10) 
 Deferred tax on share option 
  scheme                                  ------    ------       (39)        ------     (39) 
 Issue of share capital in connection 
  with exercise of share options 
  under LTIP plan                             22    ------     ------        ------       22 
 At 30 March 2013                          1,758       829      4,669           103    7,359 
--------------------------------------  --------  --------  ---------  ------------  ------- 
 

Consolidated and Company Statements of Cash Flows

For the 52 weeks ended 29 March 2014

 
                                                               Group                  Company 
 
                                                        52 weeks    52 weeks    52 weeks    52 weeks 
                                                           ended       ended       ended       Ended 
                                                        29 March    30 March    29 March    30 March 
                                                            2014        2013        2014        2013 
                                               Notes 
                                                          GBP000      GBP000      GBP000      GBP000 
--------------------------------------------  ------  ----------  ----------  ----------  ---------- 
 Net cash inflow/(outflow) from operating 
  activities                                     5         7,093       1,611      13,263     (1,049) 
--------------------------------------------  ------  ----------  ----------  ----------  ---------- 
 
 Investing activities 
 Purchases of property, plant and equipment                (531)       (850)       -----        ---- 
 Proceeds from disposal of Colin Campbell 
  & Sons Limited                                             324        ----         324        ---- 
 Dividend received from Colin Campbell 
  & Sons Limited                                             179        ----         179        ---- 
 Proceeds on disposal of property, 
  plant and equipment                                     11,696          96       5,600           8 
 Acquisition of subsidiary, net of 
  cash acquired, at Group level                         (12,176)        ----    (16,000)        ---- 
 Net cash (used)/generated in investing 
  activities                                               (508)       (754)     (9,897)           8 
--------------------------------------------  ------  ----------  ----------  ----------  ---------- 
 
 Financing activities 
 Increase in long term loans                              10,488         500       9,233         500 
 Issue of share capital                                       94       -----          94       ----- 
 Repayment of obligations under finance 
  leases/HP                                                 (14)       (327)       -----       ----- 
 Dividends paid                                            (563)       (627)       (563)       (627) 
 Net cash generated/(used) in financing 
  activities                                              10,005       (454)       8,764       (127) 
--------------------------------------------  ------  ----------  ----------  ----------  ---------- 
 
 Net increase/(decrease) in cash and 
  cash equivalents                                        16,590         403      12,130     (1,168) 
 Cash and cash equivalents at beginning 
  of period                                      6       (6,475)     (6,920)     (4,246)     (3,078) 
 Effect of foreign exchange rate 
  changes                                                  (190)          42       -----       ----- 
 Cash and cash equivalents at end of 
  period                                         6         9,925     (6,475)       7,884     (4,246) 
--------------------------------------------  ------  ----------  ----------  ----------  ---------- 
 

Notes to the Accounts

1 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/(loss) and a reconciliation to entity net profit/(loss) is presented below.

 
 Income                     For the 52 weeks ended                                      For the 52 weeks ended 30 
 statement                       29 March 2014                                                  March 2013 
                                                                                    Segmental 
                            Segmental   Exceptional              Profit             operating   Exceptional                Loss 
                            operating     operating   Finance    before               (loss)/     operating   Finance    before 
                  Revenue      profit         items     costs      tax*   Revenue      profit         items     costs      tax* 
 
                   GBP000      GBP000        GBP000    GBP000    GBP000    GBP000      GBP000        GBP000    GBP000    GBP000 
---------------  --------  ----------  ------------  --------  --------  --------  ----------  ------------  --------  -------- 
 UK                33,047       1,577             -       (9)     1,568    27,729     (1,820)         (442)     (206)   (2,468) 
 Australia         38,339       1,686         1,824     (138)     3,372    43,180       2,027       (1,082)     (154)       791 
---------------                        ------------  --------  --------                        ------------  --------  -------- 
                   71,386       3,263         1,824     (147)     4,940    70,909         207       (1,524)     (360)   (1,677) 
 
 Unallocated 
  central 
  expenses                      (682)       (1,593)     (384)   (2,659)                 (705)         (851)     (105)   (1,661) 
---------------  --------  ----------  ------------  --------  --------  --------  ----------  ------------  --------  -------- 
 Total 
  continuing 
  operations       71,386       2,581           231     (531)     2,281    70,909       (498)       (2,375)     (465)   (3,338) 
 
 Tax                                                              (672)                                                     738 
---------------  --------  ----------  ------------  --------  --------  --------  ----------  ------------  --------  -------- 
 Profit/(loss) 
 after tax from 
 continuing 
  activities                                                      1,609                                                 (2,600) 
---------------  --------  ----------  ------------  --------  --------  --------  ----------  ------------  --------  -------- 
 
 Profit/(loss) from 
  discontinued 
  operations*                       5           111                 116                    77         (259)               (182) 
 
 Profit/(loss) 
  for the 
  period           71,386       2,586           342     (531)     1,725    70,909       (421)       (2,634)     (465)   (2,782) 
---------------  --------  ----------  ------------  --------  --------  --------  ----------  ------------  --------  -------- 
 
 

* Profit/(loss) from discontinued operations relates to the Canadian operation Colin Campbell & Sons Limited, which was sold on 28 March 2014. The result is shown net of tax.

Intersegment sales between the UK and Australia were immaterial in the current and comparative periods.

Management information is reviewed on a segmental basis to profit/(loss) before tax.

 
 Balance Sheet              As at 29 March            As at 30 March 
                                 2014                      2013 
 
                          Segment       Segment     Segment       Segment 
                           assets   liabilities      assets   liabilities 
                           GBP000        GBP000      GBP000        GBP000 
---------------------  ----------  ------------  ----------  ------------ 
 UK                        55,877        24,739      22,203         7,965 
 Australia                 22,000        11,022      36,627         7,912 
 Assets held 
  for sale                    547          ----         389          ---- 
 Unallocated central 
  assets/liabilities          472         8,496         180         5,049 
---------------------  ----------  ------------  ----------  ------------ 
                           78,896        44,257      59,399        20,926 
---------------------  ----------  ------------  ----------  ------------ 
 

Assets held for sale relates to the Castlemaine spinning mill in Australia which was sold in May 2014. The prior year figure relates to the Canadian operation Colin Campbell & Sons Limited which was sold on 28 March 2014.

 
                                   52 weeks    52 weeks 
                                      ended       ended 
                                   29 March    30 March 
 Other segmental information           2014        2013 
 
 
                                     GBP000      GBP000 
-------------------------------  ----------  ---------- 
 Depreciation and amortisation 
 UK                                     904         792 
 Australia                            1,650       1,960 
-------------------------------  ---------- 
                                      2,554       2,752 
-------------------------------  ----------  ---------- 
 

No other significant non-cash expenses were deducted in measuring segment results.

 
 
                         52 weeks    52 weeks 
                            ended       ended 
                         29 March    30 March 
                             2014        2013 
 
                           GBP000      GBP000 
---------------------  ----------  ---------- 
 Capital expenditure 
 UK                           304         593 
 Australia                    227         257 
---------------------  ----------  ---------- 
                              531         850 
---------------------  ----------  ---------- 
 

2 Earnings/(loss) per share

 
 The calculation of the basic, adjusted and diluted earnings/(loss) 
  per share is based on the following data: 
 
 
                                            Basic   Adjusted      Basic   Adjusted 
                                             2014       2014       2013       2013 
                                           GBP000     GBP000     GBP000     GBP000 
----------------------------------------  -------  ---------  ---------  --------- 
 Profit/(loss) attributable to ordinary 
  equity holders of the parent entity       1,725      1,725    (2,782)    (2,782) 
 Exceptional items 
  (net of tax effect): 
 Profit on sale of 
  Australia properties                       ----    (1,823)       ----       ---- 
 Profit on sale 
  of UK property                             ----      (693)       ----       ---- 
 Contract for 
  Differences                                ----      1,631       ----       ---- 
 Profit on sale of investment in Colin 
  Campbell & Sons Limited                    ----      (111)       ----       ---- 
 Acquisition 
  costs                                      ----        633       ----       ---- 
 Restructuring of Australia's 
  spinning mills                             ----        546       ----        608 
 Move to AIM                                 ----       ----       ----        177 
 Incentive 
  plan                                       ----       ----       ----        173 
 General Meeting 
  costs                                      ----       ----       ----        459 
 Write off of certain 
  intangible assets                          ----       ----       ----        336 
 Impairment of investment 
  in associate company                       ----       ----       ----        259 
 
 Earnings for the purpose of basic 
  and adjusted earnings per share           1,725      1,908    (2,782)      (770) 
 Earnings for the purpose of basic 
  and adjusted earnings per share 
 from continuing operations                 1,609      1,792    (2,600)      (588) 
----------------------------------------  -------  ---------  ---------  --------- 
 

Weighted average number of shares:

 
                                                          2014            2013 
                                                        Number          Number 
                                                            of              of 
                                                        shares          shares 
                                                        ('000)          ('000) 
----------------------------------------------------  --------  -------------- 
 Weighted average number of ordinary shares for the 
  purposes of basic and adjusted earnings per share      7,036           7,033 
----------------------------------------------------  --------  -------------- 
 
 The Group's earnings/(loss) per share are 
  as follows: 
                                                          2014            2013 
                                                         Pence           Pence 
----------------------------------------------------  -------- 
 Basic adjusted and 
  diluted adjusted                                       27.12         (10.95) 
 Basic and 
  diluted                                                24.52         (39.56) 
 Basic adjusted and diluted adjusted from 
  continuing operations                                  25.47          (8.36) 
 Basic and diluted from continuing 
  operations                                             22.87         (36.97) 
----------------------------------------------------  --------  -------------- 
 
 

The issue of 7,087,730 new shares post year-end on the 29 July would have reduced the Group's earnings per share by 50% had they been in place from the start of the financial period.

3 Exceptional Items from continuing operations

 
 
                                                                 52 weeks          52 weeks 
                                                                    ended             ended 
                                                                 29 March          30 March 
                                                                     2014              2013 
 
                                                                   GBP000            GBP000 
------------------------------------------------------------  -----------  ---------------- 
 (a)Contract 
  for Differences                                                 (1,631)            ------ 
 (b) Profit on 
  sale of properties                                                3,297            ------ 
 (c) Restructuring of Australia's 
  spinning mills                                                    (780)             (869) 
 (d) Acquisition 
  costs                                                             (655)            ------ 
 (e) Move to 
  AIM                                                              ------             (233) 
 (f) Incentive 
  plan                                                             ------             (227) 
 (g) General 
  Meeting costs                                                    ------             (604) 
 (h) Write off of certain 
  intangible assets                                                ------             (442) 
                                                                      231           (2,375) 
------------------------------------------------------------  -----------  ---------------- 
 
 All exceptional items are classified within administrative 
  expenses (except where noted). 
 (a) Relates to the fair value of the Contract for Differences between 
  the Company and Geoffrey Wilding signed in April 2013, including related 
  professional fees of GBP26,000. The contract was terminated on 28 
  July 2014 and resulted in the issue of 7,087,730 new shares to Geoffrey 
  Wilding (through Camden Holdings Limited) on 29 July 2014. 
 
 (b) Relates to the profit from the sale and leaseback of Australia's 
  carpet manufacturing facility and spinning mill in Bendigo, and the 
  profit from the sale and leaseback of the carpet manufacturing facility 
  in Kidderminster, UK. This profit is included as part of other operating 
  income. 
 (c) Relate to costs associated with the "right-sizing" and reorganising 
  the two spinning mills to meet reduced volume requirements as a result 
  of declining demand for woollen yarns. The smaller of the two spinning 
  mills was closed during the first half of the financial period and 
  ceased production by the end of June 2013. The property is shown under 
  the heading 'assets held for sale' in the accounts at 29 March 2014 
  and was subsequently sold after the year end for its written down 
  value. 
 
 (d) Relate to professional fees in connection with the 
  acquisition of Globesign Limited in December 2013. 
 
 (e) Relate to costs incurred in the move from the Official 
  List to the AIM market of the London Stock Exchange. 
 
 (f) Relate to professional fees in connection with a proposed incentive 
  remuneration plan subsequently withdrawn. 
 
 (g) Relate to costs in connection with various General 
  Meetings of the Company, resulting in changes to the 
 Board composition. 
 
 (h) Relates to the write off of intangible assets held in relation 
  to 1) the acquisition of certain assets of C&H Distribution and 2) 
  the Munster brand in respect to the UK contract market where it is 
  no longer used. 
 

4 Rates of exchange

The results of overseas subsidiaries have been translated into Sterling at the average exchange rates prevailing during the periods. The balance sheets are translated at the exchange rates prevailing at the period ends:

 
                       2014                2013 
                                                 Year 
                Average   Year end   Average      end 
-------------  --------  ---------  --------  ------- 
 Australia - 
  A$             1.7057     1.7988    1.5317   1.4565 
 Canada - C$     1.6816     1.8401    1.5841   1.5427 
-------------  --------  ---------  --------  ------- 
 

5 Reconciliation of operating profit/(loss) to net cash inflow/(outflow) from operating activities

 
                                                      Group              Company 
                                                   2014      2013       2014      2013 
                                                 GBP000    GBP000     GBP000    GBP000 
---------------------------------------------  --------  --------  ---------  -------- 
 Operating profit/(loss) from continuing 
  operations                                      2,812   (2,873)     24,163     (714) 
 Adjustments for: 
 - Depreciation charges                           2,484     2,700         60        60 
 - Amortisation of intangible assets                 70        52       ----      ---- 
 - Impairment of intangible assets                 ----       442       ----      ---- 
 - Fair value charge for Contract 
  for Differences                                 1,605      ----      1,605      ---- 
 - (Profit)/loss on disposal of property, 
  plant and equipment                           (3,324)        13      (693)       (8) 
 - Exchange rate difference on consolidation         55       124       ----      ---- 
---------------------------------------------  --------  --------  ---------  -------- 
 Operating cash flows before movements in 
  working capital                                 3,702       458     25,135     (662) 
 Decrease/(increase) in working 
  capital                                         4,317     2,124   (11,488)     (282) 
---------------------------------------------  --------  --------  ---------  -------- 
 Cash generated/ (used) by operations             8,019     2,582     13,647     (944) 
 Interest paid                                    (531)     (465)      (384)     (105) 
 Income taxes paid                                (395)     (506)       ----      ---- 
---------------------------------------------  --------  --------  --------- 
 Net cash inflow/(outflow) from operating 
  activities                                      7,093     1,611     13,263   (1,049) 
---------------------------------------------  --------  --------  ---------  -------- 
 

6 Analysis of net debt

 
                                            At                  Other                      At 
                                      30 March       Cash    non-cash    Exchange    29 March 
                                          2013       flow      canges    movement        2014 
                                        GBP000     GBP000      GBP000      GBP000      GBP000 
----------------------------------  ----------  ---------  ----------  ----------  ---------- 
 Cash                                    1,091     14,296        ----       (195)      15,192 
 Bank loans payable less than one 
  year and overdrafts                  (7,566)      2,294        ----           5     (5,267) 
----------------------------------  ----------  ---------  ----------  ----------  ---------- 
 Cash and cash equivalents             (6,475)     16,590        ----       (190)       9,925 
 Finance leases and hire purchase 
  agreements 
  - Payable less than one year           (143)         14        (37)          27       (139) 
  - Payable more than one year           (390)       ----          37          74       (279) 
 Bank loans payable more than one 
  year                                   (500)   (10,488)        ----        ----    (10,988) 
---------------------------------- 
 Net debt                              (7,508)      6,116        ----        (89)     (1,481) 
----------------------------------  ----------  ---------  ----------  ----------  ---------- 
 

7. Post Balance Sheet Events

(a) Special Dividend

A special dividend of GBP2.92 pence per share was paid to shareholders on 25 July 2014, following the approval by shareholders at a General Meeting on 9 July 2014.

(b) Contract for Differences

A CFD between the Company and Geoffrey Wilding was entered into on 19 April 2013, following shareholder approval at a General Meeting of the Company on 20 February 2013. The CFD was subsequently terminated further to satisfying the condition of returning GBP3 per share to shareholders. At a General Meeting held on 9th July 2014, shareholders approved the issue of 7,087,730 new shares in settlement of the liability under the CFD upon termination. Following this share issue, the percentage of the Company owned by Geoffrey Wilding (through Camden Holdings Limited) is 50%. The proportion of the cost recognised in the financial period was approximately 15%.

(c) Castlemaine Spinning Mill

The Castlemaine spinning mill, in Australia, was closed during the first half of the financial year and ceased production by the end of June 2013. The property is shown under the heading "Assets held for sale" in the financial statements at 29th March 2014 and was subsequently sold after the year-end for its written down value.

8. The results have been extracted from the audited financial statements of the Group for the 52 weeks ended 29 March 2014. The results do not constitute statutory accounts within the meaning of Section 434 of the Companies Act 2006. Whilst the financial information included in this announcement has been computed in accordance with the principles of International Financial Reporting Standards ("IFRS") as adopted by the EU, IFRIC interpretations and Companies Act 2006 that applies to companies reporting under IFRS, this announcement does not itself contain sufficient information to comply with IFRS. The Group has published full financial statements that comply with IFRS. The audited financial statements incorporated an unqualified audit report. The Auditor's report on these accounts did not draw attention to any matters by way of emphasis and did not contain statements under S498(2) or (3) Companies Act 2006.

Statutory accounts for the 52 weeks ended 30 March 2013, which incorporated an unqualified auditor's report, have been filed with the Registrar of Companies. The Auditor's report on these accounts did not draw attention to any matters by way of emphasis and did not contain statements under S498(2) or (3) Companies Act 2006. The accounting policies applied are consistent with those described in the Annual Report & Accounts for the 52 weeks ended 30 March 2013.

9. The Annual Report & Accounts are being posted to shareholders today. Further copies will be available from the Company's Registered Office: Worcester Road, Kidderminster, Worcestershire, DY10 1JR or via the website: www.victoriaplc.com.

10. The Annual General Meeting is being held at the Registered Office of the Company, as above, at 11.00am on Wednesday, 24 September 2014.

This information is provided by RNS

The company news service from the London Stock Exchange

END

FR DVLFLZVFFBBE

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