29 June 2010
Please click here to view the Airsprung Group PLC preliminary results.
29 June 2010
The Company Airsprung announces that it has changed its name to Airsprung Group PLC. The change of name of for the purposes of AIM will take effect immediately.
Airsprung also announces that it has appointed finnCap Limited to act as its Nominated Adviser and Broker with immediate effect.
10 December 2009
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09 October 2009
Airsprung (AIM:APG), the supplier of manufactured and imported furniture, announces the following information pursuant to Rule 17 of the AIM Rules for Companies.
Stuart Lyons, Chairman of Airsprung, was a non-executive director and chairman of The Wensum Company plc ("Wensum") until his resignation on 10 June 2009. A new chairman of Wensum was then appointed.
John Newman, a non-executive director of Airsprung, served as a non-executive director for a short time on the board of Wensum, having been appointed on 22 December 2008 and resigned on 21 July 2009.
The Group has been advised that on 23 September 2009 the board of Wensum initiated a voluntary wind up of the company.
Other than as described above, Airsprung had and has no association with
Wensum.
For further information, please contact:
Tony Lisanti, Chief Executive of Airsprung Furniture Group PLC |
01225 754411 |
Azhic Basirov, Barrie Newton, Smith & Williamson Corporate Finance Limited |
020 7131 4000 |
30 September 2009
1. Identity of the issuer or the underlying issuer of existing shares
to which voting rights are attached:
Airsprung Furniture Group plc
2. Reason for notification (yes/no)
An acquisition or disposal of voting
rights
Yes
3. Full name of person(s) subject to notification obligation:
Jeremy Yates
4. Full name of shareholder(s) (if different from 3):
See note 9
5. Date of transaction (and date on which the threshold is crossed or
reached if different):
29 September 2009
6. Date on which issuer notified:
29 September 2009
7. Threshold(s) that is/are crossed or reached:
8%
8: Notified Details
A: Voting rights attached to shares
Class/type of shares |
GB0000119940 |
Situation previous to the triggering transaction Number of shares |
1,993,262 |
Number of voting rights |
1,993,262 |
Resulting situation after the triggering transaction |
|
Number of shares |
1,868,262 |
Number of voting rights |
1,868,262 |
Percentage of voting rights |
7.82% |
9. Chain of controlled undertakings through which the voting rights and /or the financial instruments are effectively held, if applicable:
Mr Jeremy Yates - 1,084,866
Mrs Jeremy Yates and other connected parties - 783,396
For further information, please contact:
Tony Lisanti, Chief Executive of Airsprung Furniture Group PLC |
01225 754411 |
Azhic Basirov, Barrie Newton, Smith & Williamson Corporate Finance Limited |
020 7131 4000 |
09 September 2009
Airsprung (AIM:APG), the supplier of manufactured and imported furniture, announces that at its Annual General Meeting ("AGM") held earlier today, all resolutions were duly passed.
The Chairman, Stuart Lyons, made the following trading statement:
"The strong recovery forecast for the first half year is materialising as expected. Sales are now running well ahead of 2008, although still somewhat short of the levels achieved two years ago. Profits for the four months ended 31 July 2009 have been significantly higher than last year, when trading losses were incurred, and are likely to remain so until the half-year end.
It is too early to predict the impact of economic conditions on employment and consumer spending in the second half of the year, but the directors believe that, barring unforeseen circumstances, the Group's performance will continue to move ahead satisfactorily."
For further information, please contact:
Tony Lisanti, Chief Executive of Airsprung Furniture Group PLC |
01225 754411 |
Azhic Basirov, Barrie Newton, Smith & Williamson Corporate Finance Limited |
020 7131 4000 |
24 April 2009
Airsprung (AIM:APG), the supplier of manufactured and imported furniture,
has agreed to acquire the business and assets of Hush-A-Bye Limited ("Hush-A-Bye"),
a manufacturer and supplier of mattresses, for a total cash consideration
of £300,000. Airsprung will make an initial payment of £30,000
and a deferred payment of £270,000 (subject to certain conditions).
The value of the fixed assets acquired is £13,000 and the balance
relates to goodwill, business information and intellectual property rights.
Hush-A-Bye had an operating profit of £84k for the year ended 30 September
2008. This acquisition will provide Airsprung with a complimentary distribution
network thereby enhancing access to its markets. The directors expect that this
addition to the Group will be profitable in the current financial year.
Peter Ball, a director and shareholder of Hush-A-Bye, will provide consultancy
services to Airsprung.
For further information, please contact:
Tony Lisanti, Chief Executive
24 April 2009
For further information, please contact:
Tony Lisanti, Chief Executive of Airsprung Furniture Group PLC |
01225 754411 |
Azhic Basirov, Barrie Newton, Smith & Williamson Corporate Finance Limited |
020 7131 4000 |
8 April 2009
Airsprung (AIM:APG), the supplier of manufactured and imported furniture, announces the appointment of Smith & Williamson Corporate Finance Limited as its nominated adviser and broker with immediate effect.
9 December 2008
Please click here to view.
18 September 2008
The Chairman will make the following trading statement at the Annual General Meeting to be held today, Thursday 18 September at 12.30pm:
"In the Annual Report I noted the rapid increases in raw material and fuel prices, combined with weakness in the housing market and low retail activity, and how they were affecting our trading prospects. The change in the trading environment has been extremely sudden, and revenues for the first five months to the end of August have been substantially down on last year. After two years of satisfactory results it is inevitable that the first six months of the current year will show a trading loss. Management has been taking vigorous action to reduce costs and increase prices, and the benefits of this are now working their way into the profit and loss account. The month of August showed a welcome improvement in the performance trend, with a recovery of gross margins which we expect to continue over the next months, as input prices become more stable.
A number of initiatives are under way to improve the Group's performance, including contract business from the hotel sector, an overseas licensing programme, and new purchasing, merchandise and sales developments. The recent difficulties in the banking and financial services sector suggest that the UK consumer economy will be extremely fragile for many months to come. Nevertheless, our management teams are confident in the steps they have taken to date, and I expect to be able to give a more optimistic forecast when we announce our interim results later this year."
Stuart Lyons CBE
18 September 2008
For further information, please contact:
Tony Lisanti, Chief Executive of Airsprung Furniture Group PLC |
01225 754411 |
Mike Coe, Blue Oar Securities Plc |
0117 933 0020 |
01 July 2008
Airsprung, the supplier of manufactured and imported furniture, announces that it was informed on 1 July 2008 that on the same day Stuart Lyons CBE (Chairman), through Colmore Trust Limited, and Tean Dallaway (Finance Director) purchased 125,000 and 50,000 10p ordinary shares in the Company respectively, at 17p per share.
Following this purchase the beneficial holdings are as detailed below:
Stuart Lyons CBE |
1,500,000 (6.28%) |
Tean Dallaway |
170,700 (0.71%) |
For further information, please contact:
Tony Lisanti, Chief Executive of Airsprung Furniture Group PLC |
01225 754 411 |
Mike Coe, Blue Oar Securities Plc |
0117 933 0020 |
27 June 2008
Airsprung, the supplier of manufactured and imported furniture, announces that it was informed today that on 27 June 2008 Mr Stuart Lyons CBE (Chairman), through Colmore Trust Limited, purchased 265,000 10p ordinary shares in the Company at 19p per share. Following this purchase, Mr Lyons has a beneficial holding of 1,375,000 (5.76%) 10p ordinary shares in the Company.
For further information, please contact:
Tony Lisanti, Chief Executive of Airsprung Furniture Group PLC |
01225 754411 |
Mike Coe, Blue Oar Securities Plc |
0117 933 0020 |
27 June 2008
Profit before tax on ordinary activities for the year ended 31 March 2008 rose to £1.464 million compared with the previous year’s £847,000. Profit after tax attributable to equity holders reflected a tax charge of £42,000, compared with the prior year’s partial release of deferred taxation. Shareholders’ equity increased to £11.4 million from £7.2 million one year earlier.
Group turnover rose to £49.9 million against the previous year’s £45.3 million, the second consecutive annual increase of more than 10%. Although gross margins fell by one percentage point to 28.5% of sales, operating profit before financing increased to £1.52 million compared with £991,000. Operating profit before finance and adjustments relating to the pension scheme rose to £1.07 million compared to the previous year's £853,000, an increase of 25%. Net cash at the year-end stood at £1.67 million against £1.99 million.
Shortly before the year-end, the Group announced it would be resuming interest payments to holders of its 655,000 cumulative 10% preference shares.
Airsprung Beds, the Group’s largest business by volume, had another creditable performance in challenging market conditions. Sales rose strongly for the second successive year in spite of intense price competition in the marketplace. Trading margins came under further pressure as the business had to contend with sharp increases in the prices of steel, foam and diesel fuel, which it was initially unable to pass on to customers. Nevertheless, the continuing sales growth and improved manufacturing, distribution and buying efficiencies brought about a further rise in operating profits for the year.
Over recent years, the Group has made significant progress in outsourcing from overseas, which has helped contain prices and maintain competitiveness, but lead times for such programmes are longer, giving rise to greater pressure on working capital. Group inventories rose over the year to £4.3 million compared with the prior year’s £3.5 million, reflecting this factor and the increased sales level.
After Gainsborough’s strong performance the previous year, when it was fulfilling start-up orders for a major department store group, this division just failed to maintain its sales, and operating profits fell slightly. The business is continuing to invest in innovative products and a new range of foam-based mattresses was well received by the trade towards the year-end.
Cavendish Upholstery, based in Chorley, had a poor year. This business supplies independent furniture retailers, a sector which has found itself under increasing pressures in the marketplace. The division suffered an operating loss in deteriorating market conditions. Towards the end of the year, Cavendish won floor space for a new designer range of upholstered furniture with a national department store group, but this came too late in the year to have a material effect on profitability.
Airofreem, the Group’s foam conversion business, again produced a good result, due to the high volumes going through Group businesses and growing demand from external customers. The division invested in a new computerised cutting system which is now operational, and will provide greater flexibility and lower unit costs.
In order to improve the return on the Chorley site, a new foam processing facility has been established there to make more productive use of space and provide competitively priced foam components for the Cavendish business. Airsprung Beds also took over part of the same facility to provide forward assembly of mattresses at a reduced distribution cost. These initiatives are now operational.
Arena Design Associates, which supplies high quality graphic design and marketing support services to both Group businesses and external companies, made an improved contribution to group profits.
The Group’s application for outline planning consent for the 2.9 hectare Brick Lane Business Park was successful. Arawmaterials store is now available for external letting and some enquiries have been received. However, in view of the current weakness in the industrial property market, no further expenditure has been authorised on any refurbishment or building works on the site.
During the year, the Group discussed with the Trustees of the Airsprung Retirement and Death Benefits Plan various changes in management and investment policy, which were then implemented. The actuarial deficit fell at the end of the year to £2.9 million from the previous year’s £6.2 million, partly due to the favourable impact of corporate bond rates. Some of these improvements are purely technical and may be reversed in later periods. Nevertheless, the general progress in reducing the deficit is encouraging.
I would like to express my thanks and that of the board to Tony Lisanti, Chief Executive, and Tean Dallaway, Finance Director, for leading the management teams to another positive result, and to the executives and staff who have contributed with energy and commitment to the year’s outturn. I would also like to thank our two non-executive directors John Newman and Stephen Yates for their helpful and wise advice during the year.
During the past three months, there has been a serious deterioration in the market sectors in which the Group is involved. Thenegative impacts of the sub-prime mortgage crisis and the subsequent credit squeeze have led to a fall in consumer spending and marked weakness in the residential property market, both of which affect the sales of beds, mattresses and furniture. Meanwhile, the prices of raw materials and fuel have increased sharply. Price rises announced over the period include cumulative increases for steel of 80%, petrochemical-derived foam of 25% and diesel fuel of 25%. It is essential for the stability of the manufacturing industry on which they depend that major retailers recognise commodity prices on this scale cannot be absorbed by their suppliers and must be reflected in their own pricing to consumers.
Group sales for the first quarter will be significantly down on 2008, with falls in volumes and average selling prices. Sales and profits for the first half-year are likely to be well down on the previous year’s comparable period. For the year as a whole, sales will be dependent on the restoration of disposable incomes, consumer confidence and housing activity. Every effort is being made by our management teams to secure price increases, but gross margins will remain under pressure.
The Group’s restructuring over recent years has given it greater flexibility and improved control over operational efficiencies. This has enabled it to respond to current market pressures by reducing controllable costs. The board believes the present difficulties will be temporary and that the Group will emerge from them satisfactorily, but there are no grounds for believing the current year’s trading results will match the progress of the recent past.
12 months to 31.03.08 |
12 months to
31.03.07 |
|
Revenue |
49,920 |
45,252 |
Cost of sales |
(35,705) |
(31,912) |
Gross profit |
14,215 |
13,340 |
Operating costs |
(13,145) |
(12,487) |
IAS 19 pension movement |
450 |
138 |
Operating profit before financing |
1,520 |
991 |
Finance income |
18 |
36 |
Finance costs |
(74) |
(180) |
Profit before tax |
1,464 |
847 |
Income tax |
(42) |
620 |
Profit attributable to equity holders of the parent |
1,422 |
1,467 |
Basic earnings per share |
6.0p |
6.1p |
Diluted earnings per share |
5.6p |
5.8p |
All the above figures relate to continuing operations.
|
|
|
Property, plant and equipment |
8,754 |
8,689 |
Deferred tax |
578 |
620 |
Total non-current assets |
9,332 |
9,309 |
Inventories |
4,349 |
3,507 |
Trade and other receivables |
7,723 |
7,916 |
Cash and cash equivalents |
1,672 |
1,986 |
Total current assets |
13,744 |
13,409 |
Total assets |
23,076 |
22,718 |
Called up share capital |
2,389 |
2,389 |
Share premium account |
2,348 |
2,348 |
Reserves |
2,399 |
2,380 |
Retained earnings |
4,301 |
65 |
Total equity |
11,437 |
7,182 |
Obligations under finance leases |
145 |
22 |
Shares classed as financial liabilities |
— |
655 |
Pension scheme deficit |
2,927 |
6,207 |
Total non-current liabilities |
3,072 |
6,884 |
Trade and other payables |
7,912 |
8,652 |
Shares classed as financial liabilities |
655 |
— |
Total current liabilities |
8,567 |
8,652 |
Total liabilities |
11,639 |
15,536 |
Total equity and liabilities |
23,076 |
22,718 |
2007/2008 |
2006/2007 |
|
Profit before tax |
1,464 |
847 |
Adjustments for: |
||
Depreciation |
542 |
643 |
Interest expense |
56 |
144 |
Contributions to defined benefit pension scheme |
(450) |
(138) |
Charge for share based payments |
19 |
21 |
Profit on sale of tangible fixed assets |
— |
(4) |
Operating cash flows before movements in working capital |
1,631 |
1,513 |
(Increase) in inventories |
(842) |
(2) |
Decrease/(increase) in receivables |
193 |
(866) |
(Decrease)/increase in payables |
(599) |
1,451 |
Cash generated from operations |
383 |
2,096 |
Non-equity dividends and appropriations paid |
(198) |
— |
Interest paid |
(8) |
(22) |
Net cash from operating activities |
177 |
2,074 |
Investing activities |
||
Interest received |
2 |
36 |
Proceeds on disposal of property, plant and equipment |
— |
7 |
Purchase of property, plant and equipment |
(607) |
(173) |
Repayment of loan |
— |
112 |
Net cash inflow/(outflow) from investing activities |
(605) |
(18) |
Financing activities |
||
Increase in borrowing |
197 |
— |
Payment of finance lease liabilities |
(83) |
(96) |
Net cash outflow from financing activities |
114 |
(96) |
Net (decrease)/increase in cash and cash equivalents |
(314) |
1,960 |
Cash and cash equivalents at beginning of period |
1,986 |
26 |
Cash and cash equivalents at end of period |
1,672 |
1,986 |
2007/2008 |
2006/2007 |
|
Profit for the period |
1,422 |
1,467 |
Actuarial gain on defined benefit pension scheme |
2,814 |
649 |
Total recognised income and expense for the period |
4,236 |
2,116 |
Notes for the year ended 31 March 2008
1 The financial information has been prepared using the accounting policies set out in the Interim Report.
2 This summary of results does not constitute the statutory financial statements for the year ended 31 March 2008. The financial statements have not yet been delivered to the Registrar of Companies, nor have the auditors yet reported on them. The statutory accounts for the year ended 31 March 2008 will be finalised on the basis of the financial information presented by the directors in this preliminary announcement and will be delivered to the Registrar of Companies. The financial information for the year ended 31 March 2007 has been extracted from the full report and statements which were prepared under UK GAAP and converted to International Financial Reporting Standards (IFRS) as adopted by the European Union. Those accounts were filed with the Registrar of Companies. The auditors reported on those accounts; their report was unqualified and did not contain a statement under s.237 (2) or (3) Companies Act 1985.
3 Transition to IFRS - the board have closely reviewed the financial statements and do not believe there to be any effect on the income statement or balance sheet items from the point of transition (1 April 2006) to the balance sheet date of the transition to IFRS. The board have identified two areas where the treatment under IFRS will be different to the policy previously employed:
- Freehold land and buildings were held at a 1997 valuation under the transitional provision of FRS 15 "Tangible fixed assets". This revalued amount has been deemed to be the cost under the transitional provisions of IFRS 1. As a result there has been no adjustment to the carrying value of the amount previously reported under FRS 15 "Tangible fixed assets". The revaluation reserve has been transferred into the profit and loss reserve.
- The Group uses foreign currency swaps to manage its foreign currency exposure. These instruments should be recognised at fair value under IAS 39. There were no instruments in effect at the transition date, or at 31 March 2007. At 31 March 2008 the fair value of these swaps was £13,000. This was considered immaterial by the directors and has not been reflected in the financial statements.
4 Total continuing turnover includes turnover generated in the United Kingdom of £49.3 million (2007:£44.7 million) and export sales of £0.6.million (2007: £0.6 million). All profit is generated from activities located in the United Kingdom.
5 The profit per ordinary share has been calculated on 23,889,000 ordinary shares (2007: 23,889,000) being the weighted average number of shares in issue during the period. The diluted earnings per share has been calculated on 25,425,000 ordinary shares (2007: 25,427,000) after adjusting the weighted average number of shares in issue during the period by the shares options in existence during the period.
28 March 2008
The Directors are pleased to announce that the Company has resumed interest payments on its Preference Shares. The trading year ends on 31st March 2008 and current indications are that group sales and operating profits will be ahead of the previous year.
13 January 2008
Airsprung Furniture Group PLC, the supplier of manufactured and imported furniture, announces that it was informed on 11 January 2008 that, as a result of recent acquisitions of shares by High Street Investors LP ("HSI"), an undertaking indirectly controlled by Kenneth M Karmin, Mr Karmin now holds an aggregate of 1,030,000 ordinary shares of 10p each in the company, representing approximately 4.31% of the company's issued share capital and approximately 4.2% of its total voting shares. The notification states that HSI is controlled by High Street Holdings Inc ("HSH") and that Mr Karmin controls HSH.
I am pleased to report that the progress reported at the AGM in September has continued. Sales for the six months ended 30 September 2007 increased by 18% to £24.9 million (2006: £21.1 million). Profit on ordinary activities before taxation rose to £419,000 (2006: £347,000), an increase of 21%. Group cash balances at the half-year end were £2,662,000 (2006: £709,000).
All divisions contributed to this further improvement, with the exception of Cavendish, our upholstered furniture operation based in Chorley, which continues to be under pressure due to weakness in its sector. The Group intends to deliver increasing shareholder value from the Cavendish site by introducing selected bed manufacturing, foam conversion and distribution operations closer to our markets in the north of England.
The Group has received outline planning permission for Phase 1 of the proposed Brick Lane Business Park adjacent to our main manufacturing site in Trowbridge. The directors are now in a position to review in detail the costs and benefits of various options for developing the central area of this site.
A report has been received from the pension scheme actuary showing a further significant reduction in the scheme’s deficit from the £6.2 million reported last year end to £4.4 million at the end of the period. Whilst such valuations are always liable to fluctuate, steps are being taken to mitigate investment risk in the light of possible weaknesses in international equity markets.
Subject to trading results continuing to improve, the Group’s distributable reserves are expected to rise within the foreseeable future to a point where dividend payments can be resumed. As a first step, the board is planning to redeem the preference shares next year with their full entitlement to accrued interest.
The uncertainty in financial markets caused a temporary slowdown in sales in the early autumn, but the Group’s competitive position in its core activities is strong and there are signs that the normal seasonal trading pattern has been resumed. Although certain raw material prices are now rising, the Group continues to find efficiencies in both purchasing and manufacturing operations. Barring unforeseen circumstances, the directors expect the year end results will be satisfactory.
Stuart Lyons CBE
Chairman
6 December 2007
|
Notes |
6 months to |
6 months to |
12 months to |
Revenue |
|
24,911 |
21,146 |
45,252 |
Operating costs |
|
(24,454) |
(20,708) |
(44,261) |
Operating profit before financing |
|
457 |
438 |
991 |
Finance costs |
4 |
(38) |
(91) |
(144) |
Profit before tax |
|
419 |
347 |
847 |
Income tax |
|
(20) |
– |
620 |
Profit for the period attributable to equity holders of the parent |
|
399 |
347 |
1,467 |
Basic earnings per share |
5 |
1.7p |
1.4p |
6.1p |
Diluted earnings per share |
5 |
1.6p |
1.4p |
5.8p |
All the above figures relate to continuing operations.
|
|
30.09.06 |
|
Property, plant and equipment |
8,614 |
8,859 |
8,689 |
Deferred tax |
600 |
– |
620 |
Total non-current assets |
9,214 |
8,859 |
9,309 |
Inventories |
3,909 |
3,402 |
3,507 |
Trade and other receivables |
7,879 |
7,230 |
7,916 |
Cash and cash equivalents |
2,662 |
709 |
1,986 |
Total current assets |
14,450 |
11,341 |
13,409 |
Total assets |
23,664 |
20,200 |
22,718 |
Called up share capital |
2,389 |
2,389 |
2,389 |
Share premium account |
2,348 |
2,348 |
2,348 |
Reserves |
3,999 |
3,978 |
3,989 |
Retained earnings/(deficit) |
683 |
(3,313) |
(1,544) |
Total equity |
9,419 |
5,402 |
7,182 |
Obligations under finance leases |
15 |
64 |
22 |
Shares classed as financial liabilities |
– |
655 |
655 |
Pension scheme deficit |
4,379 |
6,902 |
6,207 |
Total non-current liabilities |
4,394 |
7,621 |
6,884 |
Trade and other payables |
9,196 |
7,177 |
8,652 |
Shares classed as financial liabilities |
655 |
– |
– |
Total current liabilities |
9,851 |
7,177 |
8,652 |
Total liabilities |
14,245 |
14,798 |
15,536 |
Total equity and liabilities |
23,664 |
20,200 |
22,718 |
|
6 months to |
6 months to |
12 months to |
Profit before tax |
419 |
347 |
847 |
Adjustments for: |
|
|
|
Depreciation |
304 |
326 |
643 |
Interest expense |
38 |
91 |
144 |
Contributions to defined benefit pension scheme |
– |
(65) |
(138) |
Charge for share based payments |
10 |
10 |
21 |
Profit on sale of tangible fixed assets |
– |
– |
(4) |
Operating cash flows before movements in working capital |
771 |
709 |
1,513 |
(Increase)/decrease in inventories |
(402) |
103 |
(2) |
Decrease/(increase) in receivables |
37 |
(165) |
(866) |
Increase in payables |
540 |
5 |
1,451 |
Cash generated from operations |
946 |
652 |
2,096 |
Interest paid |
(9) |
(11) |
(22) |
Net cash from operating activities |
937 |
641 |
2,074 |
Investing activities |
|
|
|
Interest received |
4 |
18 |
36 |
Proceeds on disposal of property, plant and equipment |
– |
– |
7 |
Purchase of property, plant and equipment |
(229) |
(23) |
(173) |
Repayment of loan |
– |
97 |
112 |
Net cash (outflow)/inflow from investing activities |
(225) |
92 |
(18) |
Financing activities |
|
|
|
Payment of finance lease liabilities |
(36) |
(50) |
(96) |
Net cash outflow from financing activities |
(36) |
(50) |
(96) |
Net increase in cash and cash equivalents |
676 |
683 |
1,960 |
Cash and cash equivalents at beginning of period |
1,986 |
26 |
26 |
Cash and cash equivalents at end of period |
2,662 |
709 |
1,986 |
|
6 months to |
6 months to |
12 months to |
Actuarial gain on defined benefit pension scheme |
1,828 |
– |
649 |
Net expense recognised directly in equity |
1,828 |
– |
649 |
Profit for the period |
399 |
347 |
1,467 |
Total recognised income and expense for the period |
2,227 |
347 |
2,116 |
1. Basis of preparation
1.1 The interim financial information has not been audited and does not constitute statutory accounts within the meaning of Section 240 of the Companies Act 1985. The Group’s statutory accounts for the year ended 31March 2007, prepared under United Kingdom Generally Accepted Accounting Principles (UK GAAP), have been delivered to the Registrar of Companies; the report of the Auditors on these accounts was unqualified and did not contain a statement under Section 237 (2) or (3) of the Companies Act 1985.
1.2 Prior to 31 March 2007 the Group prepared its audited financial statements under UK GAAP. For the year ending 31March 2008 the Group is required to prepare its annual consolidated financial statements in accordance with accounting standards adopted for use in the European Union (International Financial Reporting Standards (IFRS)).
These interim financial statements have been prepared in accordance with the accounting policies set out below, taking into account the requirements and options in IFRS 1 ‘First-time adoption of International Financial Reporting Standards’. The Group has not adopted the reporting requirements of International Accounting Standard (IAS) 34 ‘Interim Financial Reporting’. The transition date for the Group’s application of IFRS is 1 April 2006 and the comparative figures for 30 September 2006 and 31 March 2007 have been restated accordingly. Reconciliations of the income statement (previously the profit and loss account) and the balance sheet from previously reported UK GAAP to IFRS are shown in note 6.
The interim financial statements have been prepared on the historic cost basis, except that derivative financial instruments are stated at their fair value.
2. Accounting policies
The accounting policies which follow set out those policies which are expected to apply in preparing the financial statements for the year ending 31 March 2008. These policies have been followed in producing these interim statements.
2.1 Basis of consolidation
The consolidated financial statements incorporate the financial statements of Airsprung Furniture Group PLC and its subsidiaries.
The Group has elected not to apply IFRS 3 Business Combinations retrospectively to business combinations prior to the date of transition.
Accordingly the classification of the combination (acquisition, reverse acquisition or merger) remains unchanged from that used under UK GAAP. Assets and liabilities are recognised at date of transition as if they would be recognised under IFRS, and are measured using their UK GAAP carrying amount immediately post-acquisition as deemed cost under IFRS, unless IFRS requires fair value measurement.
2.2 Goodwill
Goodwill representing the excess of the cost of acquisition over the fair value of the Group’s share of the identifiable net assets acquired, is capitalised and reviewed annually for impairment. Goodwill is carried at cost less accumulated impairment losses. Negative goodwill is recognised immediately after acquisition in the income statement.
Goodwill written off to reserves prior to date of transition to IFRS remains in reserves. There is no reinstatement of goodwill that was amortised prior to transition to IFRS. Goodwill previously written off to reserves is not written back to profit or loss on subsequent disposal.
2.3 Provisions
Provisions are recognised when the Group has a present obligation as a result of a past event, and it is probable that the Group will be required to settle that obligation. Provisions are measured as the directors’ best estimate of the expenditure required to settle the obligation at the balance sheet date, and are discounted to present value where the effect is material.
2.4 Revenue recognition
Revenue is measured as the fair value of the consideration received or receivable and represents amounts receivable for goods and services provided in the normal course of business, net of discounts, allowances and value added tax.
Sales of goods are recognised on delivery when the risks and rewards of ownership pass to the customer.
2.5 Foreign currencies
In preparing the financial statements of the individual companies, transactions in currencies other than the entity’s functional currency (foreign currencies) are recorded at the rates of exchange prevailing on the dates of the transactions. At each balance sheet date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the balance sheet date.
Exchange differences arising on the settlement of monetary items, and on the retranslation of monetary items, are included in profit or loss for the period.
In order to hedge its exposure to certain foreign exchange risks, the Group enters into forward contracts (see below for details of the Group’s accounting policies in respect of such derivative financial instruments).
2.6 Pension costs
The defined benefit scheme previously operated by the Group closed to future accrual on 31 May 2006. For this scheme the amounts charged to operating profit are the current service costs and gains and losses on settlements and curtailments. They are included as part of staff costs. Past service costs are recognised immediately in the income statement if the benefits have vested. If the benefits have not vested immediately, the costs are recognised over the period until vesting occurs. The interest cost and the expected return on assets are shown as a net amount of other finance costs or credits.
Actuarial gains and losses are recognised immediately in the statement of recognised income and expense.
Defined benefit schemes are funded, with the assets of the scheme held separately from those of the Group, in separate trustee administered funds. Pension scheme assets are measured at fair value and liabilities are measured on an actuarial basis using the projected unit method and discounted at a rate equivalent to the current rate of return on a high quality corporate bond of equivalent currency and term to the scheme liabilities. The actuarial valuations are obtained at least triennially and are updated at each balance sheet date. The resulting defined benefit asset or liability is presented separately on the face of the balance sheet.
The Group operates a defined contribution pension scheme for employees. The assets of the scheme are held separately from those of the Group. The annual contributions payable are charged to the profit and loss account.
2.7 Taxation
Deferred corporation tax is provided, using the liability method, on all temporary differences at the balance sheet date between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes. Deferred tax liabilities are recognised in respect of all temporary differences except where the deferred tax liability arises from the initial recognition of goodwill in business combinations.
Deferred tax assets are recognised for all deductible temporary differences, carry forward of unused tax assets and tax losses, to the extent that they are regarded as recoverable. They are regarded as recoverable where, on the basis of available evidence, there will be suitable taxable profits against which the future reversal of the underlying temporary differences can be deducted. The carrying value of the amount of deferred tax assets is reviewed as at each balance sheet date and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all, or part, of the tax asset to be utilised.
Deferred corporation tax assets and liabilities are measured at the tax rates that are expected to apply to the year when the asset is realised or the liability is settled, based on the tax rates (and tax laws) that have been substantively enacted at the balance sheet date.
The effect of the proposals to phase out industrial buildings allowances from 1 April 2008 onwards would be to decrease the deferred tax asset and thus the profit and loss by £300,000
2.8 Property, plant and equipment
Property, plant and equipment are held at cost, net of depreciation less any provision for impairment. Depreciation is provided by the straight line method at rates calculated to write off the cost of the assets, other than freehold land, less their estimated residual value over their expected useful lives:
Freehold land Nil
Freehold buildings 21/2 % per annum
Plant and vehicles 10% to 20% per annum
Computer equipment 331/3 % per annum
2.9 Impairment of tangible and intangible assets excluding goodwill
At each balance sheet date, the Group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss.
The recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risk specific to the asset for which the estimates of future cash flows have not been adjusted.
If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised as an expense immediately.
Where an impairment loss subsequently reverses, the carrying amount of the asset (cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (cash-generating unit) in prior years. A reversal of an impairment loss is recognised as income immediately.
2.10 Inventories
Inventories are stated at the lower of cost and net realisable value. Cost on a first-in, first-out basis comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the inventories to their present location and condition. Net realisable value represents the estimated selling price less all estimated costs of completion and costs to be incurred in marketing, selling and distribution.
2.11 Trade receivables
Trade receivables are measured subsequent to initial recognition at amortised cost using the effective interest method, less provision for impairment. Any change in their value through impairment or reversal of impairment is recognised in the income statement.
Provision against trade receivables is made when there is objective evidence that the Group will not be able to collect all amounts due to it in accordance with the original terms of those receivables. The amount of the write-down is determined as the difference between the asset’s carrying amount and the present value of estimated future cash flows.
2.12 Leased assets
In accordance with IAS 17, the economic ownership of a leased asset is transferred to the lessee if the lessee bears substantially all the risks and rewards related to the ownership of the leased asset. The related asset is recognised at the time of inception of the lease at the fair value of the leased asset or, if lower, the present value of the minimum lease payments plus incidental payments, if any, to be borne by the lessee. A corresponding amount is recognised as a finance leasing liability.
The interest element of leasing payments represents a constant proportion of the capital balance outstanding and is charged to the income statement over the period of the lease.
All other leases are regarded as operating leases and the payments made under them are charged to the income statement on a straight line basis over the lease term. Lease incentives are spread over the term of the lease.
2.13 Derivative financial instruments
The Group’s activities expose it primarily to the financial risks of changes in foreign currency exchange rates. The Group uses foreign exchange forward contracts to hedge this exposure. The Group does not use derivative financial instruments for speculative purposes.
Changes in the fair value of derivative financial instruments that are designated and effective as hedges of future cash flows are recognised directly in equity and the ineffective portion is recognised immediately in the income statement. Amounts deferred in equity are recognised in the income statement in the same period in which the hedged item affects net profit or loss.
Changes in the fair value of derivative financial instruments that do not qualify for hedge accounting are recognised in the income statement as they arise.
Hedge accounting is discontinued when the hedging instrument expires or is sold, terminated, or exercised, or no longer qualifies for hedge accounting. At that time, any cumulative gain or loss on the hedging instrument recognised in equity is retained in equity until the forecasted transaction occurs.
2.14 Share-based payments
The Group has applied the requirements of IFRS 2 ‘Share-based Payment’. In accordance with the transitional provisions, IFRS 2 has been applied to all grants of equity instruments that were unvested at 1 April 2006.
The Group issues equity-settled and cash-settled share-based payments to certain employees (including directors). Equity-settled share-based payments are measured at fair value (excluding the effect of non market-based vesting conditions) at the date of grant. The fair value determined at the grant date of the equity-settled share-based payments is expensed on a straight-line basis over the vesting period, based on the Group’s estimate of shares that will eventually vest.
Fair value is measured by use of the Black Scholes model. The expected life used in the model has been adjusted, based on management’s best estimate, for the effects of non-transferability, exercise restrictions, and behavioural considerations.
2.15 Segmental reporting
Activities are allocated to one business segment being furniture. A business segment is a group of assets and operations engaged in providing products or services that are subject to risks and returns that are different from those of other business segments. A geographical segment is engaged in providing products or services within a particular economic environment that is subject to risks and returns which are different from those segments operating in other economic environments.
3. Geographical segments
The following table provides an analysis of the Group’s revenue by geographical market, irrespective of the origin of the products:
|
|
6 months to |
6 months to |
12 months to |
United Kingdom |
|
24,723 |
20,868 |
44,702 |
Rest of the world |
|
188 |
278 |
550 |
|
|
24,911 |
21,146 |
45,252 |
4. Finance costs
|
|
6 months to |
6 months to |
12 months to |
Interest receivable |
|
4 |
18 |
36 |
Interest paid |
|
(9) |
(11) |
(22) |
Finance charge on shares classed as financial liabilities |
|
(33) |
(33) |
(66) |
Interest charge on pension scheme liability |
|
– |
(65) |
(92) |
|
|
(38) |
(91) |
(144) |
5. Earnings per share
The earnings per share are calculated on profit after tax of £399,000 (2006: £347,000) and the weighted average number of ordinary shares of 23,888,698 (2006: 23,888,698) in issue during the period. The share options in existence during the six months ended 30 September 2007 have a dilutive effect. The diluted earnings per share are calculated on earnings of £399,000 (2006: £347,000) and the weighted average number of ordinary shares in issue adjusted to assume conversion of all dilutive potential ordinary shares which is 25,448,698 (2006: 25,418,698).
6. Explanation of transition to IFRS
As explained in note 1, these are the Group’s first interim financial statements prepared for part of the first year in which financial statements will be prepared in accordance with International Financial Reporting Standards (IFRS).
The accounting policies in note 2 have been applied in preparing these interim financial statements, and in preparing an opening IFRS balance sheet as at 1 April 2006 (the Group’s date of transition).
There are no changes to profit, total assets, total equity or total liabilities as the result of the transition from UK GAAP to IFRS.
13 November 2007
Airsprung Furniture Group PLC, the supplier of manufactured and imported furniture, announces that it was informed yesterday that, as a result of an acquisition of shares on 6 November 2007 by High Street Investors LP (“HSI”), an undertaking indirectly controlled by Kenneth M. Karmin, Mr Karmin now holds an aggregate of 730,000 ordinary shares of 10p each in the Company, representing approximately 3.06 per cent. of the Company’s issued share capital and approximately 2.97 per cent. of its total voting shares. The notification states that HSI is controlled by High Street Holdings, Inc (“HSH”) and that Mr Karmin controls HSH.
20 September 2007
The Chairman made the following trading statement at the Annual General Meeting held on Thursday 20 September 2007 at 12.30pm:
"I am pleased to announce that the Group is continuing to make encouraging
progress. Sales and profits will be ahead of last year at the end of
the first six months, and business indicators are positive for the second
half year. The Group has received outline planning permission for the
proposed Business Park adjacent to the main manufacturing site in Trowbridge,
which will bring future benefits
to shareholders.
It is too early to forecast the effect which recent difficulties in the
mortgage
lending market may have on housing starts and consumer spending,
but Airsprung’s competitive position is strong, and unless there is
a sharp deterioration in the trading environment, we are confident the Group
will have another
satisfactory year."
Stuart Lyons CBE
14 September 2006
At the Annual General Meeting of Airsprung Furniture Group held today, Stuart Lyons CBE, Chairman, made the following statement to shareholders:
"The board is pleased to report that the Group's recovery is continuing as planned. Sales are modestly ahead of last year and during the first quarter the Group achieved its initial objective of returning to profitable trading
"In the light of this progress, the directors have approved a contribution to the pension scheme above the basic level of the Contributions Schedule agreed with the Scheme Trustees. Subject to trading conditions allowing, the board intends to continue to bear down on the pension deficit, while rebuilding distributable reserves, and to resume dividend payments to shareholders at the earliest practicable date."
Stuart Lyons CBE
01 August 2006
Following the acquisition of Rowan Dartington & Co. Limited by Corporate Synergy Group plc, Airsprung Furniture Group plc is pleased to announce the appointment of Corporate Synergy Plc as its nominated adviser and broker with immediate effect.
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