Final Results

Sirdar PLC 20 September 2001 Sirdar PLC Preliminary Results for the year ended 30th June 2001 Chairman's Statement Introduction In my statement in March 2001 I reported that there had been significant changes to the structure of the group and its management. We acquired Ryalux Carpets Limited in October 2000 and these results include the contribution from Ryalux since that date. Duncan Verity joined the main board on 17th October 2000 and shortly after was appointed Group Chief Executive with effect from 1st January 2001. At the same time I became non-executive Chairman. In view of the new management structure within the group we have, for the first time, included a review of the group's operations from the Group Chief Executive. Group restructuring The group has made significant progress in implementing the strategy set out last year. To date we have acquired Ryalux and having sold Eversure Textiles Limited, our curtains and accessories business, in June 2000, we sold our hotel subsidiary, Acropolis Hotels Limited, in July 2001. The profit on sale of the hotel, of approximately £4m, will be recorded in the accounts for the year to 30th June 2002. The group is now evaluating further acquisition opportunities, mainly in the floor coverings sector. The results Turnover in the year increased by 38% to £65.6m (2000: £47.6m) including the nine month contribution from Ryalux of £22.3m. Operating profit increased by 60% to £9.7m (2000: £6.0m) reflecting a contribution from Ryalux of £2.5m and the elimination of the losses at Eversure. Profit before taxation was £8.5m compared with a loss last year of £1.2m, although last year's figure was after charging the exceptional loss on disposal of Eversure of £7.0m. The operating review from the Group Chief Executive provides further details of the divisional performance. The improved performance detailed above and the acquisition of Ryalux has resulted in earnings per share of 12.46p (2000: loss of 6.19p) and an increase in adjusted earnings per share of 58% to 13.59p (2000: 8.58p). The directors are recommending a final dividend of 4.00p per share which represents a 4% increase on last year. This dividend is payable on 26th November 2001 to those shareholders on the register of members at the close of business on 26th October 2001. Cash flow Net cash inflow from operating activities in the year was £12.3m compared to £ 9.1m last year. Cash balances increased by £2.3m. However, after taking into account the £26.4m of loan notes issued in connection with the acquisition of Ryalux and other movements, total net debt increased by £24.5m to £25.9m. Subsequent to the year end, approximately £14.0m was received on completion of the disposal of Acropolis, substantially reducing the group's gearing and providing increased financial capacity to pursue further acquisitions. Personnel I have already mentioned the appointment of Duncan Verity and I wish him continued success in his new role as Group Chief Executive. I also welcome James Gatherum who has joined the group to succeed Duncan as managing director of Ryalux. James has considerable valuable experience in the textile and consumer goods industries. Current trading and future prospects The operating review from the Group Chief Executive contains a report on current trading and the prospects for each division. Whilst the start to the new financial year has been challenging, and market conditions are expected to remain difficult, your board is confident that we have the structure to meet these challenges and that the group is well positioned for the future. GERRY LUMB Chairman 20th September 2001 Chief Executive's Review Following its acquisition of Ryalux Carpets Limited where I had been managing director for twelve years, I joined the board of Sirdar PLC in October 2000. I was delighted to be appointed Group Chief Executive in January this year. One of my first tasks was to seek my replacement at Ryalux and I am pleased to report that James Gatherum joined us from the Headlam Group as the managing director of Ryalux in April 2001. Travelling around the group companies I have been struck by the high quality of our employees and the pride they take in the products we manufacture. There is an underlying enthusiasm to see the group move forward and I am grateful for the support I have received from all areas of our business. The management and workforce are our group's biggest asset and I am keen to capitalise on their skills and knowledge and will encourage employee involvement at all levels within the group. Last year the board carried out a strategic review of the group's operations. I have now had an opportunity to consider the major elements of this review and I am convinced that the conclusions remain valid. I believe that we should focus on the area where we are market leaders and that is in floor coverings and specialist yarns. The sale in July of the hotel business gives us the opportunity to reinvest in our core activity. Our number one priority is to optimise the performance of all our existing businesses in order to reach our longer term objective of a meaningful increase in sales and profitability. This will be achieved through the growth and development of our ongoing brands and through the acquisition of new businesses. Floor coverings in the UK is a mature market and in order to grow we need to increase our share of the domestic market, increase our export sales and consider opportunities provided by moves into alternative floor covering products. We are fully aware of export opportunities and have already taken initiatives to increase sales into France, Germany, Ireland, the Eastern Bloc countries and the USA. In addition, joint trading relationships are being developed with a number of European businesses. Floor Coverings Division Contract floor covering products are marketed under the Burmatex and Carpet Tile Company brands. Burmatex supplies fibre bonded products in sheet and tiles along with tufted tiles whilst the Carpet Tile Company offers up-market tufted tiles. Residential products are marketed under the Ryalux, William Lomas and the recently launched Rugs by Ryalux brands. Ryalux supplies the top end of the market with William Lomas aiming at the middle market. Sales of this division increased by 105% to £45.0m (2000: £22.0m) with a contribution of £22.3m from Ryalux. Divisional profit increased by 50% to £ 8.0m (2000: £5.3m) with a contribution from Ryalux of £2.5m. Contract floor covering sales increased by 3% to £22.7m (2000: £22.0m) whilst operating profit increased by 4% to £5.5m (2000: £5.3m). As these numbers testify, it was another extremely successful year for Burmatex and the Carpet Tile Company in this relatively difficult market environment and these results are a credit to all the management and staff associated with the company. During the year considerable effort was devoted to new developments which will broaden and further strengthen our product offering. Extra resources have been dedicated to sales activities to service both the home and export markets. Exports currently account for 11% of sales but with the initiatives being taken at present we expect this proportion to show growth over the coming years. September saw the commissioning of a new £1m needling line at the Burmatex factory in Ossett. This new facility will increase capacity and productivity, improve quality and enable us to develop new product lines to maintain our position as a market leader in contract flooring. Over the last few months the residential carpet market has slowed and this market remains challenging. A number of initiatives have been taken in an endeavour to maintain sales and profitability and reduce costs. Several new products have been introduced across all brand areas and extra resources have been allocated to marketing and sales. The Rugs by Ryalux brand was launched to capitalise on the current popularity of wood and smooth floor coverings and has been well received by the retail market. Hand Knitting and Machine Yarns Division Marketing of the hand knitting yarns is through the Sirdar and Hayfield brands. Our machine yarns are marketed under the Tilsa Yarns brand and, prior to its disposal, the Clutsom & Kemp brand. Sales for the year increased by 10% to £15.9m (2000: £14.5m) with operating profit below expectations at £0.6m (2000: £0.9m). The profit shortfall resulted from losses incurred by Clutsom & Kemp, our elastomeric yarn covering business, combined with a rationalisation of the customer base in the UK. In particular, the division suffered from the decision of major high street retailers to source more product overseas. However, this was mitigated by our success in obtaining new export business to replace this loss of domestic sales. The market for elastomeric yarns declined substantially during the year causing the losses at Clutsom & Kemp. Current market conditions meant that the prospects of turning this business around in the short term were remote so we have now decided to sell this business. In general, the business is taking a far more proactive approach to the market opportunities. During the year we invested in several new and exciting products along with improved point of sale display items. In June 2001 we opened a new, larger showroom at the Wakefield site. This facility will enable us to display our products to their best advantage to our valued customers. A web site promoting our yarns will come on line in October. Exports accounted for 33% of this division's sales, reflecting our business becoming more international. North America, the Far East and Europe are the major growth areas and we anticipate exports will take an even higher share of our business over the next 12 months. We are now seeing a general increase in interest for our yarns and the business is well placed to satisfy any upturn in demand. Hotel Division The Cedar Court Hotel, Bradford recovered after last year's decline with turnover of £4.7m (2000: £4.6m) and operating profit of £1.5m (2000: £1.3m). The disposal of this non core activity was completed in July 2001 for approximately £14.0m. Current trading and future prospects The start to the new financial year has been mixed. Burmatex sales are broadly in line with our expectations whilst Ryalux is a little down on expectations. Yarn sales have been a little more difficult but are now starting to pick up. This year will benefit from the inclusion of Ryalux for a full year, rather than just nine months last year, and the elimination of the losses at Clutsom & Kemp. The disposal of the hotel has enabled, in the short term, a reduction in the level of the group's indebtedness and associated interest charge going forward. A profit on disposal of approximately £4m will be included in next year's accounts in respect of this transaction. The main challenges are to maximise returns from the existing businesses and to reinvest the funds realised from the hotel sale into suitable opportunities in our core activity. DUNCAN VERITY Group Chief Executive 20th September 2001 Enquiries: Mr J D Verity, Group Chief Executive, Sirdar PLC 01924 371 501 Mr K F Henry, Group Finance Director, Sirdar PLC 01924 371 501 Consolidated Profit and Loss Account year ended 30th June 2001 Continuing 2001 2000 Note £000 £000 £000 £000 £000 Existing Acquisition To Be Total Discontinued Turnover 2 38,601 22,323 4,659 65,583 47,580 Operating costs 32,933 19,803 3,161 55,897 41,531 Operating profit 5,668 2,520 1,498 9,686 6,049 Loss on disposal of 2 - (7,024) subsidiary undertaking Net interest payable and (1,203) (193) similar charges Profit/(loss) before 8,483 (1,168) taxation Taxation 2,721 1,776 Profit/(loss) for year 5,762 (2,944) Dividends 3 2,775 2,686 Retained profit/(loss) 2,987 (5,630) for the year Earnings/(loss) per share - basic (normal and 4 12.46p (6.19)p fully diluted) - adjusted (normal and 4 13.59p 8.58p fully diluted) There are no recognised gains or losses other than those disclosed in the consolidated profit and loss account. Consolidated Balance Sheet as at 30th June 2001 2001 2000 £000 £000 £000 £000 Tangible fixed assets 28,732 22,652 Intangible fixed assets 13,459 - Current assets Stocks 18,308 9,935 Debtors 12,182 8,119 Cash at bank and in hand 2,849 314 33,339 18,368 Creditors (due within one year) 15,535 10,703 Net current assets 17,804 7,665 Total assets less current liabilities 59,995 30,317 Creditors (due after more than one year) 26,681 - Deferred taxation 721 721 32,593 29,596 Equity shareholders' funds Called up ordinary share capital 11,561 11,556 Share premium account 504 499 Capital redemption reserve 2,395 2,395 Profit and loss account 18,133 15,146 32,593 29,596 Consolidated Cash Flow Statement year ended 30th June 2001 2001 2000 Note £000 £000 £000 £000 Net cash inflow from operating activities 5 12,341 9,100 Returns on investments and servicing of finance Interest received 48 - Interest paid and similar charges (1,106) (193) (1,058) (193) 11,283 8,907 Corporation tax paid (2,988) (1,220) Capital expenditure Purchase of tangible fixed assets (1,817) (1,062) Sales of tangible fixed assets and 1,895 198 assets previously held for resale 78 (864) Acquisitions and disposals Acquisition of business 8 (1,288) (262) Net overdraft acquired 8 (1,979) - Receipt of deferred consideration 130 44 (3,137) (218) Equity dividends paid (2,705) (2,724) Cash inflow before financing 2,531 3,881 Financing Issue of share capital 10 131 Repurchase of share capital - (1,151) Redemption of loan notes (168) - Repayment of bank loan (65) - (223) (1,020) Increase in cash 7 2,308 2,861 Notes 1 BASIS OF PREPARATION These preliminary financial statements do not constitute statutory accounts within the meaning of section 240 of the Companies Act 1985. The group's statutory financial statements on which the company's auditors, PricewaterhouseCoopers, have given an unqualified opinion in accordance with Section 235 of the Companies Act 1985, are to be delivered to the Registrar of Companies. The financial information for the twelve months ended 30th June 2000 has been extracted from the audited accounts for that year. The auditor's report on those accounts was unqualified and did not contain any statement under section 237 of the Companies Act 1985. 2 SEGMENTAL INFORMATION Analysis of results by class of business Operating profit/ Net operating (loss) before central assets/ Turnover group costs (liabilities) 2001 2000 2001 2000 2001 2000 £000 £000 £000 £000 £000 £000 Floor coverings 45,043 22,023 8,046 5,348 38,613 8,416 Hand knitting and machine 15,881 14,496 610 944 11,835 13,034 yarns Ongoing 60,924 36,519 8,656 6,292 50,448 21,450 Hotel (to be discontinued) 4,659 4,563 1,525 1,299 9,387 9,424 65,583 41,082 10,181 7,591 59,835 30,874 Curtains and accessories - 6,498 - (1,239) - - (discontinued) 65,583 47,580 10,181 6,352 59,835 30,874 Central overheads/ (495) (303) (1,160) - liabilities Operating profit 9,686 6,049 Loss on disposal of - (7,024) subsidiary undertaking 9,686 (975) Net interest payable and (1,203) (193) similar charges 8,483 (1,168) The results of the floor coverings division include turnover of £ 22,323,000 and operating profit of £2,520,000 relating to Ryalux Carpets Limited from the date of acquisition. Net operating assets are stated excluding inter-company financing and are derived from the balance sheet total by excluding bank borrowings, loans and loan notes totalling £28,751,000 (2000: £1,758,000), cash collateral balance of £2,319,000 (2000: nil) and deferred consideration of £350,000 (2000: £ 480,000) receivable on the disposal of Eversure Textiles Limited. Central liabilities are separately identified this year following a reorganisation of group structure. The loss on disposal of subsidiary undertaking in the year ended 30th June 2000 relates to the sale of Eversure Textiles Limited. 3. ORDINARY DIVIDENDS 2001 2000 £000 £000 Interim - 2.00p (2000: 1.90p) 925 906 Proposed final - 4.00p (2000: 3.85p) 1,850 1,780 2,775 2,686 4. EARNINGS/(LOSS) PER SHARE The calculation of basic earnings/(loss) per share is based on earnings of £ 5,762,000 (2000: losses of £2,944,000) and on 46,236,537 (2000: 47,565,240) ordinary shares, being the weighted average number in issue during the year. Adjusted earnings per share is calculated after excluding goodwill amortisation of £519,000 in the year ended 30th June 2001 and after excluding the loss on disposal of subsidiary of £7,024,000 in the year ended 30th June 2000 and is presented in order to demonstrate the underlying progress of the group. There is no dilution caused by share options. 5 RECONCILIATION OF OPERATING PROFIT TO NET CASH INFLOW FROM OPERATING ACTIVITIES 2001 2000 £000 £000 Operating profit 9,686 6,049 Depreciation 2,479 1,923 Goodwill amortisation 519 - Profit on sale of tangible fixed assets (28) (108) Decrease in stocks 983 545 Decrease/(increase) in debtors 744 (323) (Decrease)/increase in creditors (2,042) 1,014 Net cash inflow from operating activities 12,341 9,100 6. ANALYSIS OF CHANGES IN NET DEBT 2001 Cash flow Acquisition Other 2000 £000 £000 £000 £000 £000 Cash at bank and in hand 2,849 2,535 - - 314 Bank overdrafts (1,985) (227) - - (1,758) 864 2,308 - - (1,444) Loan notes (26,294) 168 - (26,462) - Bank loan acquired with (473) 65 (538) - - subsidiary Total net debt (25,903) 2,541 (538) (26,462) (1,444) 7. RECONCILIATION OF MOVEMENT IN NET DEBT 2001 2000 £000 £000 Increase in cash 2,308 2,861 Loan notes issued (26,462) - Loan notes redeemed 168 - Bank loan acquired with subsidiary (538) - Bank loan repaid during year 65 - Movement in net debt (24,459) 2,861 Net debt at start of year (1,444) (4,305) Net debt at end of year (25,903) (1,444) 8 ACQUISITION OF BUSINESS On 10th October 2000 the group acquired Ryalux Carpets Limited for a total consideration, including costs, of £27,750,000. The book value and fair value of the assets acquired was as follows: Book value Accounting policy alignments Fair value £000 £000 £000 Tangible fixed assets 6,484 (36) 6,448 Assets held for resale 1,562 - 1,562 Intangible fixed assets 1,226 - 1,226 Stocks 9,540 (184) 9,356 Debtors 5,430 (386) 5,044 Cash and bank balances 50 - 50 Bank overdrafts (2,029) - (2,029) Creditors (4,931) (274) (5,205) Taxation (863) (53) (916) Bank loan (538) - (538) Net assets acquired 15,931 (933) 14,998 Goodwill 12,752 27,750 Consideration: Loan notes 26,462 Cash 100 Acquisition costs 1,188 27,750 Assets held for resale comprised certain assets not relating to the ongoing activities of Ryalux which, under the terms of the Sale and Purchase Agreement, were repurchased by one of the vendors immediately following completion. The fair value adjustments principally related to the alignment of accounting policies with respect to income and cost recognition. Intangible fixed assets comprise goodwill of £12,752,000 arising on acquisition, together with purchased goodwill of £1,226,000, which has been capitalised in accordance with Financial Reporting Standard 10 'Goodwill and Intangible Assets' and is being amortised over a period of 20 years. Ryalux has contributed £4,257,000 to operating cash flow, paid £988,000 in respect of corporation tax and utilised £830,000 for capital expenditure.

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