Final Results

Carphone Warehouse Group PLC 03 June 2003 Tuesday 3 June 2003 Embargoed until 0700 hours The Carphone Warehouse Group PLC Preliminary Results for the 52 weeks to 29 March 2003 52 weeks ended 29 52 weeks ended 30 % growth March 2003 March 2002 £m £m Turnover 1,841.5 1,152.7 59.8% Turnover (ex-Wholesale) 1,034.9 809.7 27.8% EBITDA* 90.0 72.8 23.6% Profit before tax* 57.0 46.8 21.8% Headline earnings per share* 5.25p 4.41p 19.0% Standard earnings per share 2.60p (3.39)p - Dividend per share 1.0p - - *Stated before exceptional items (as reconciled below) and amortisation of goodwill Financial Headlines • 11.6% growth in like-for-like retail revenues and 4.8% growth in like-for-like gross profit • 50% of group contribution from recurring revenues • 49% growth in non-UK contribution • 19.0% growth in headline earnings per share • Free cash flow of £50.8m • 20.7% growth in connections to 4.36m • 17.9% growth in subscription connections in Q4 • Maiden dividend of 1.0p per share proposed Operational Headlines • Acquisition and integration of Opal • Successful launch of talktalk. 62,000 applications to date • Acquisition of Hutchison Telecommunications GmbH, German service provider, to transform our German operations • Agreement with Sainsbury's to provide fixed line and mobile services to their customers • David Ross to become Deputy Chairman Hans Roger Snook, Chairman, said: 'These are strong results, fully meeting our expectations with good growth across the group, further improvement in the quality of our earnings and a 19% increase in headline earnings per share. 'We have also taken further key steps in the progressive development of The Carphone Warehouse into a communications group, serving individuals and companies, to meet their communications needs, both mobile and fixed line. This has significantly widened and deepened our platform for sustained profitable growth. 'The acquisition of Opal Telecom is already proving its worth. Its business telecoms operation continues to expand rapidly, and it has enabled our successful entry into residential fixed line call services with the launch of talktalk. We see considerable opportunity in this market. 'Today's announcement of the agreed acquisition of the Hutchinson Telecommunications service provider business in Germany is strategically important. It extends our model of recurring revenues, complements perfectly our retail operation and gives us a platform for continued and reliable profitable growth in Europe's biggest mobile market. It is also immediately earnings enhancing. 'The outlook is for continued strong growth. Coupled with the group's strong cash flows, this leads us to recommend The Carphone Warehouse Group's first dividend and to commit to a policy of dividend growth in line with earnings growth.' Charles Dunstone, CEO, said: 'The group has made significant progress over the last twelve months, both in the execution of our strategy and in the financial results we have achieved. We continue to attract high value customers as a result of the quality and scale of our retail proposition. The success of this approach is evidenced by the continued growth in subscription connections, which we have grown at a compound annual rate of over 20% over the past three years. 'This year we have augmented our strategy with a move into fixed line services. The acquisition of Opal Telecom, and the subsequent launch of talktalk, our residential fixed line service, present us with a substantial additional opportunity to generate profitable growth. We are actively reviewing the potential of other products and services that we believe are relevant and appropriate to our mobile offer and will allow us to maximise the return from our retail asset base. 'We anticipate that the successful execution of this strategy will deliver not only continued growth but also ongoing improvement in the quality of our earnings. Last year half of the Group's contribution was generated from recurring revenue streams and we expect this proportion to increase in the current year. 'In a separate release today we are announcing the acquisition (subject to completion) of Hutchison Telecommunications GmbH, a German service provider business, for a net cash consideration of £32.4m. Hutchison operates at the quality end of the market with over 500,000 subscription customers. We believe the combination of our German retail distribution network with HTG's recurring revenue streams and customer service proposition creates a platform for future profitable growth in that market. 'We are encouraged by the outlook for the coming year. We expect to see overall retail capacity continue to contract further throughout Europe, with the networks developing a more segmented approach to their distribution channels. However, our continuing ability to deliver high volumes of high quality customers means that we are benefiting from more attractive commercial terms than many of our competitors, allowing us to price competitively while maintaining our margins. 'Additionally the launch of MVNOs and new 3G networks is increasing the competitive tension between our suppliers. We are now seeing a concerted effort by both the incumbent and new networks to drive the adoption of valuable data services. This year we expect to see picture messaging services pick up in earnest now that network interoperability is in place. We also anticipate a growing interest in the mobile gaming market and an ongoing convergence of mobile phone and PDA products as mobile e-mail becomes an increasingly important application. A strong product pipeline continues to support these new applications. 'We see a substantial market opportunity for talktalk. Recent changes in the regulatory environment make it much easier for residential customers to switch from BT to an alternative provider and we intend to pursue this opportunity vigorously. The efficiency of the Opal network allows us to be highly competitive while still generating attractive margins. Our cost of customer acquisition is low given our existing retail presence, and the residential business also incurs very little marginal capital expenditure: the Opal network is busy during weekdays serving business traffic, but idle at evenings and weekends when the majority of residential calls are made. 'Our continued success is thanks to the dedication and expertise of all our employees. Our business is also indebted to our strong management team and our supportive suppliers and business partners. Over the next year, we intend to build on our position as the leading independent retailer of mobile phones and services in Europe and deliver further profitable growth through our existing business and new opportunities.' Summary of Results Group turnover for the period was £1,841.5m compared with £1,152.7m for the prior year. We achieved growth in turnover across all our businesses. Excluding our Wholesale business, which grew turnover from £343.0m to £806.6m, and the acquisition of Opal Telecom, underlying growth in turnover was 18.4%. Pre-tax profits for the group, before exceptional items (as defined above) and goodwill amortisation, were £57.0m, an increase of 21.8% on the year to March 2002. Earnings per share on the same basis grew by 19.0% to 5.25p. We generated free cash flow, excluding the costs of new stores and before acquisitions, of £50.8m, against £0.5m last year. Two exceptional items arose during the year. We generated an exceptional profit of £13.2m on the sale for cash of the freehold on our London offices for £36.6m. We also incurred a further non-cash writedown of £15.1m to the carrying value of the investments in our wireless investment portfolio. Distribution Division 2003 2002 £m £m Turnover 876.1 742.4 Retail 738.3 623.2 Online 41.9 36.7 Insurance 66.8 60.5 Ongoing 29.1 22.0 Contribution 121.7 109.1 Retail 67.2 60.2 Online 3.4 5.1 Insurance 22.0 21.8 Ongoing 29.1 22.0 Support costs (52.4) (47.7) EBITDA 69.3 61.4 Depreciation (25.3) (22.4) EBIT 44.0 39.0 EBIT % 5.0% 5.3% Before exceptional items and amortisation of goodwill As highlighted in March, we have altered the presentation of our results this year to better reflect the source of revenues and to allocate support costs and depreciation on a divisional basis. There has been no change to individual business stream revenue or contribution numbers as a result. Distribution now comprises Retail, Online, Insurance and Ongoing business streams. The Distribution division registered another year of strong performance. The division generated revenues of £876.1m and EBIT (after full allocation of support costs) of £44.0m, representing growth of 18.0% and 12.8% respectively on the prior year. Retail and Online Including SIM-free handset sales, the group achieved 4.36m connections during the year, up by 20.7% on the previous year. Within these figures, 0.26m connections were made through our Online channel (inbound call centre, interactive TV and website). We continued to achieve good growth in new subscription connections, which are the lifeblood of our recurring revenue businesses. Total subscription connections grew by 8.1% to 1.91m. Although the first half was relatively slow for subscription growth, this accelerated in the second half and growth in the fourth quarter was 17.9%. In the first half of the year the network operators showed a renewed appetite for pre-pay customers and some subsidy returned to that segment of the market. As a result, pre-pay connection growth was very strong at 22.3%, although this was flattered to some extent by a very weak comparative period. The first full year of our SIM-free offer, where we sell a handset without a network connection, was highly successful, with 0.48m handsets sold without a SIM card - more than double the figure in 2002. As a result of these relative growth rates our subscription mix reduced from 48.9% to 43.7% but this was offset by the overall higher level of connections growth than we had anticipated. We continued to expand and upgrade our store portfolio during the year. By March 2003 we were trading out of 1,140 stores (2002: 1,104 stores), having opened 90 stores and closed 54 underperforming stores during the year. Total average selling space increased by 4.0% from 60,800 sqm to 63,233 sqm. Total retail revenues grew by 18.5%. Like-for-like, revenues grew by 11.6% and gross profit by 4.8%. This was achieved through a significant improvement in average connections per store from 3,219 to 3,688, and a strong performance on high value accessories such as Bluetooth headsets and camera attachments. Revenues per connection on subscription and pre-pay rose by 4.1% and 6.4% respectively. Retail gross profit increased by 10.9% to £234.5m but the gross margin deteriorated by 210 basis points to 31.8%. Average gross profit per subscription connection fell 3.1% to £96.5 (2002: £99.6), as a result of the change in terms of trade with certain networks near the start of the year, whereby we exchanged an element of upfront commission for a greater share of ongoing ARPU. This is reflected in the strong performance of Ongoing revenue described below. Average gross profit per pre-pay connection fell 2.0% to £28.5 (2002: £29.1). Contribution from the retail business grew by 11.7% to £67.2m, with contribution margin decreasing from 9.7% to 9.1%. The leverage to fixed costs, achieved by higher sales volumes, was offset by the lower gross margin and a higher cost of customer handset repairs than in previous years. In the UK, our store portfolio increased from 461 stores to 475 stores. Within this net movement, we opened 42 stores and closed 28, through a series of site upgrades and relocations. In the summer we opened Europe's largest mobile phone store in London's Oxford Street and at Christmas a further major store in the centre of Leeds. We expect to open a few additional 'experience' stores in major city centres in the coming year. The bulk of our new openings in the UK will be on retail parks, where we have been very pleased with the level of store profitability and the rate of payback on investment. Our retail operations outside the UK have clearly benefited this year from the restructuring exercise we undertook in 2002. The adoption of group-wide best practices for back office processes and retail proposition has delivered a strong pick-up in our business across much of continental Europe, aided latterly by a recovering market. We have continued to build on the good work started in the previous year, particularly in the area of shared service processing. Our business in France continued to perform well despite a weak market. We opened 15 new stores and 5 franchise outlets, and closed 2 stores, taking the total in France to 169, and we expect to accelerate the opening programme in the new year both through directly operated stores and franchise outlets. We remain under-represented in the French market relative to its population and market size and we believe there is a significant opportunity to gain market share. In Spain, we achieved very strong growth supported by a recovering market and the aggressive pursuit of market share by our network partners. Spain is a key growth market for the group and will be the focus of a significant store opening programme in the coming year. Both Sweden and The Netherlands performed very well after disappointing results in the year to March 2002, thanks to improved management focus and robust competition between network operators. Our businesses in some of the smaller markets continued to register pleasing levels of profitability, and gained market share over the year. We sold our three store business in Poland just before the year end. As previously expected, Germany continued to be loss-making but at a significantly reduced level to the prior year. The acquisition of Hutchison Telecommunications announced today represents an important step-change in both the scale and quality of our German business and the combined operations will be profitable in the current year. Our Online business, covering our direct sales team, digital TV and website operations, continues to make progress and achieved 0.26m connections during the year. Revenues grew by 14.4% to £41.9m. We continue to explore opportunities to replicate the success of our UK direct channel in our other markets. Insurance Our Insurance business enjoyed another year of good performance. We continue to succeed in providing excellent customer service with over 90% of claims settled. At the same time the insurance operations contribute significant profits to the group. During the year our Insurance customer base increased by 12.9% to 1.06m. The rapid growth of our non-UK operations has been very satisfying, with the base growing by 18.9% and now representing 34% of the total. Insurance revenues grew by 10.5% to £66.8m. Contribution from Insurance rose by only 0.9% to £22.0m, with growth in profitability held back by a higher average claim value. Claims numbers have, however, shown an encouraging downward trend, most notably since the launch of an industry-wide initiative in the UK to clamp down on mobile phone crime. In the coming year we see additional opportunities arising for this part of the business, particularly in the leverage of our specialist underwriting and customer management skills to develop insurance services for third parties in the mobile sector. Ongoing Ongoing represents the share in customer call spend (or ARPU) we receive as a result of connecting customers to certain networks. Ongoing revenues grew by 32.1% to £29.1m in the year to March 2003. This exceptional level of growth reflects the change in terms of trade with certain networks last year, under which we now receive a greater share of ongoing customer call spend in exchange for a reduced upfront commission. We anticipate that growth in Ongoing revenues will return to steadier levels in the coming year. Wholesale Division 2003 2002 £m £m Turnover 806.6 343.0 Contribution 7.5 6.0 Support costs (2.4) (1.7) EBITDA 5.1 4.3 Depreciation (1.0) (0.8) EBIT 4.1 3.5 EBIT % 0.5% 1.0% Our Wholesale division experienced very strong growth, with turnover more than doubling. However, margins remain very thin in this business and the volume of trading is volatile. Wholesale continues to benefit the retail channel through its ability to source inventory at best prices, and to sell excess stock back into the channel when the need arises. Since the year end we have significantly scaled back our European wholesale trading activities amidst uncertainty surrounding the implications of the recent Budget announcement on the recovery of VAT on mobile phone trading. This uncertainty undermines the economics of what will always be a relatively low margin activity. The announcement provides for a consultation period on the Statement of Practice and the implications of joint and several liability. We have therefore made a submission to HM Customs & Excise setting out our interpretation of best practice and seeking further clarity. Until such time as we receive a response to our submission, we will continue to restrict our wholesale trading activities. We have also conducted a comprehensive review of all our historical wholesale activities and procedures. As a result of this review a potential liability has been identified relating to inadequate VAT documentation in one of our overseas subsidiaries from trading in 1999/2000. We believe that this could give rise to a liability of £2.4m and have therefore provided for this amount within the result of the Wholesale division in this financial year. The other activities included within Wholesale, our voucher distribution business and the wholesale shipment of trade-in handsets, continue as normal. Telecoms Services 2003 2002 £m £m Turnover 158.8 67.3 Mobile 82.7 67.3 Fixed 76.1 - Contribution 26.0 13.9 Mobile 18.0 13.9 Fixed 8.0 - Support costs (10.4) (6.7) EBITDA 15.6 7.2 Depreciation (5.7) (3.2) EBIT 9.9 4.0 EBIT % 6.2% 5.9% Before exceptional items and amortisation of goodwill The group's Telecoms Services division is split into two businesses, Mobile and Fixed. The Mobile business encompasses our facilities management operations - managing customers on behalf of networks - and our own customers including our MVNO, Fresh. The Fixed business comprises Opal Telecom's core business fixed line service and the new residential service, talktalk. Turnover for the division grew 135.7% year-on-year, and EBIT grew 150.3%, both boosted by the acquisition of Opal in November 2002. Mobile The management of customers beyond the point of sale is an important element of our strategy to align our interests more closely with our network partners and generate more value from our customers throughout their mobile lifetimes. We continued to make progress in Mobile Telecoms Services during the year. Turnover grew 22.8% to £82.7m, and contribution grew by 29.7% to £18.0m. The key drivers of this business are the customer bases we manage, the ARPU on those bases, and the efficiency with which we provide our management services. Customer numbers in our FM operations increased 15.1% to 994,000. This was achieved through the organic growth of our Vodafone and O2 customer bases in the UK, which increased by 49.6% to 394,000. We continue to manage 600,000 customers on behalf of Orange and SFR in France. Average ARPU on our UK customer base increased by 20% during the year, thus demonstrating our ability to create meaningful value for the networks. Meanwhile we continue to improve our bad debt management, and are seeking ways to bring more efficiency to our call centre operations. We continue to pursue other opportunities to manage customers on behalf of third parties in the UK and France, while also assessing potential means of developing a similar model in some of our other major markets. The acquisition of HTG clearly achieves this aim in the German market. Just after the year end we were delighted to sign an agreement with Sainsbury's to provide mobile and fixed line services for the supermarket chain's 11 million UK customers. Our own MVNO, Fresh, had a satisfactory year. The networks demonstrated a renewed interest in the pre-pay market, to the extent that pricing became very competitive and our core Fresh product was a relatively less attractive customer proposition. Nevertheless our Fresh customer base grew from 92,000 to 120,000. Our strategy for Fresh is to avoid heavily subsidising the product, but rather to take advantage of profitable niche opportunities in the market as and when they arise. A further example of this strategy was the launch, just after the year end, of a new Fresh contract product aimed at the first-time subscription customer seeking a low monthly line rental. Within our own customer base we have been managing a number of service provision customers on behalf of SFR, a base we acquired as part of the acquisition of CMC in May 2001. Just prior to the year end, this base was transferred back to SFR as part of an arrangement made at the time of the acquisition. Fixed We have been delighted with the progress made by Opal since it became part of the group in November 2002. It has continued to generate the impressive rates of growth it had demonstrated prior to the acquisition, with significant new business wins and growth in the number of minutes switched through the Opal network. New corporate customers since November include Travis Perkins, National Express and Securicor. In March 2003, Opal's network switched over 320 million minutes - an increase of 94% on March 2002. Revenues in Fixed were £76.1m, and contribution was £8.0m. A key strategic objective for acquiring Opal was to launch our own residential fixed line service. Talktalk was launched on 3 February 2003, and as at 31 May 2003 we had 50,000 active customers and a further 12,000 pending applications to join the service. We are optimistic about the prospects for talktalk in the coming year, which we will sell not only through our own stores but also through our recent agreement with Sainsbury's, and which we will support with a major marketing campaign commencing today. We anticipate reaching further affiliate distribution agreements during the year. Exceptional items As previously announced, the following exceptional items arose in the year to 29 March 2003: Exceptional profit on sale and leaseback of the group's London offices. The group sold the freehold on its London offices during the year for a cash consideration of £36.6m. The profit arising on this transaction was £13.2m. Non-cash write off to fixed asset investments. At the year end a further £15.1m was written off the group's share of Wireless Frontiers, an independently managed wireless technology fund. The writedown reflects the decline in the value of the underlying investments within the fund. Post balance sheet event We are pleased to announce today our intention to acquire Hutchison Telecommunications GmbH, a mobile service provider operating in the German market, for a net cash consideration of £32.4m. The completion of the acquisition is subject to regulatory approval in mainland Europe. A separate announcement issued this morning gives further details. Interest and tax Net interest of £1.0m was payable during the year, compared to interest receivable of £0.3m in the prior period. This movement reflects the financing of the Opal acquisition and the additional working capital demands made by the increased activity in our Wholesale operations. The effective tax rate before amortisation and exceptionals was 22%, compared to 22% in the prior period. The rate continued to benefit from the utilisation of tax losses incurred in earlier years and the effect of profit within low tax rate jurisdictions. Goodwill amortisation Goodwill of £102.1m arose during the period, of which £98.1m related to the Opal acquisition in November 2002. The total goodwill amortisation charge for the year to March 2003 was £20.6m, compared to £14.7m in the year to March 2002. Included within this charge was an exceptional goodwill write-off of £3m relating to the buy-out of minority interests in the group's wireless investment fund. Earnings per share (EPS) Headline EPS, before amortisation of goodwill and exceptional items, was 5.25p, compared with 4.41p in the previous period. Basic EPS before adjustments was 2.60p (2002: loss per share of 3.39p). Balance sheet, cash flow and dividend At 29th March 2003, the group had net cash and short term investments of £29.1m, compared to £53.0m at the end of the previous period. During the year the group generated cash flow from operations of £77.7m (2002: £29.4m), and total free cash flow (excluding the capital cost of new stores and before acquisitions) of £50.8m (2002: £0.5m). The group is heavily focused on cash generation and working capital management, as reflected in this strong performance. As a result we are delighted to be proposing our maiden dividend for the March 2003 year of 1.0p per share, and committing to a policy of increasing dividends in line with earnings growth. This decision reflects confidence in our ability to generate sufficient funds both to return cash to shareholders and to continue to invest in the future growth of the group. The ex-dividend date will be 2 July 2003 and the record date will be 4 July 2003. The intended payment date will be in the week following the annual general meeting on 31 July 2003. Board changes David Ross, co-founder of the group and currently Chief Operating Officer, is to be appointed to the new role of Deputy Chairman with effect from the AGM on 31 July 2003. He will pass over his direct responsibilities for mainland European operations to the existing management team in order to be more closely involved in the strategic development of the group. We are pleased to announce that Martin Dawes has been appointed as a Non-Executive Director with immediate effect. Martin has been a major figure within the mobile telecoms industry since 1985, when he launched Martin Dawes Telecommunications as a seller of mobile products and services. He subsequently sold his UK service provision business, with over 1 million subscribers, to BT Cellnet in 1999. Most recently Martin was Non-Executive Deputy Chairman of Opal Telecom PLC until its acquisition by The Carphone Warehouse in November 2002. Des Wilson, who will shortly have new responsibilities in the public sector, will retire as a Non-Executive Director on 31 August 2003 after more than three years' service on the Board. Current trading The group has continued to achieve good growth in connections in the first nine weeks of the current financial year, with subscription connections continuing to show the strong trend recorded in the fourth quarter to March 2003. As at 31 May 2003, talktalk had 50,000 active customers and 12,000 additional pending applications. Analysts' presentation There will be a presentation for investors and analysts at 9.30am this morning at the offices of Bloomberg, 39-45 Finsbury Square, London EC2A 1PQ. The presentation slides will be available on our website, www.cpwplc.com. Next trading update The Group will give a full trading update for the first quarter of the current financial year with the AGM statement on 31 July 2003. For Further Information The Carphone Warehouse Group PLC Charles Dunstone Roger Taylor 07715 170 090 Vanessa Tipple 07947 000 021 For analyst and institutional enquiries Roger Taylor Peregrine Riviere 07909 907 193 Citigate Dewe Rogerson 07973 611 888 Anthony Carlisle 020 7638 9571 Consolidated profit and loss account for the 52 weeks ended 29 March 2003 Before Exceptional After exceptional items and exceptional items and amortisation items and amortisation of of goodwill amortisation goodwill of goodwill 52 weeks ended 52 weeks 52 weeks 52 weeks ended ended ended 29 March 29 March 29 March 2003 30 March 2002 2003 2003 £000 £000 £000 £000 Turnover Existing operations 1,765,650 1,765,650 1,152,717 Acquisitions 75,875 75,875 - 1,841,525 1,841,525 1,152,717 Cost of sales (1,453,518) (1,453,518) (834,413) Gross profit 388,007 388,007 318,304 Operating expenses (excluding amortisation (298,017) (298,017) (270,363) and depreciation) EBITDA 89,990 89,990 47,941 Depreciation (31,977) (31,977) (26,335) Amortisation of goodwill (20,585) (20,585) (14,736) Operating profit 58,013 37,428 6,870 Existing operations 52,114 33,605 6,870 Acquisitions 5,899 3,823 - Profit (loss) on disposal of fixed assets 13,199 13,199 (6,336) Amounts written off fixed asset (15,145) (15,145) (18,681) investments Cost of fundamental reorganisation - (5,210) Profit (loss) before interest and taxation 58,013 35,482 (23,357) Net interest (payable) receivable (995) (995) 342 Profit (loss) on ordinary activities 57,018 34,487 (23,015) before taxation Tax on profit on ordinary activities (12,418) (12,418) (6,162) Profit (loss) on ordinary activities after 44,600 22,069 (29,177) taxation Equity minority interests - - 915 Profit (loss) for the financial period 44,600 22,069 (28,262) Equity dividends (8,729) (8,729) - Retained profit (loss) for the financial period 35,871 13,340 (28,262) Earnings (loss) per share Basic 5.25p 2.60p (3.39)p Diluted 5.23p 2.59p (3.39)p Headline earnings per share Basic 5.25p 4.41p Diluted 5.23p 4.39p Consolidated statement of total recognised gains and losses for the 52 weeks ended 29 March 2003 52 weeks ended 52 weeks ended 29 March 2003 30 March 2002 £000 £000 Retained profit (loss) for the financial period 22,069 (28,262) Currency translation 3,021 (302) Total recognised gains and losses relating to the period 25,090 (28,564) Prior period adjustments - (3,941) Total gains and losses recognised since last financial statements 25,090 (32,505) Consolidated balance sheet as at 29 March 2003 29 March 2003 30 March 2002 £000 £000 Fixed assets Intangible assets Goodwill 367,547 274,798 Tangible assets 133,040 111,654 Investments 15,021 30,130 Total fixed assets 515,608 416,582 Current assets Stock 56,351 50,088 Debtors due within one year 176,981 139,238 Short-term investments 26,276 67,637 Cash at bank and in hand 46,977 20,684 Total current assets 306,585 277,647 Creditors: Amounts falling due within one year (275,311) (199,669) Net current assets 31,274 77,978 Total assets less current liabilities 546,882 494,560 Creditors: Amounts falling due after more than one year (49,383) (39,050) Provisions for liabilities and charges (37,956) (47,483) Net assets 459,543 408,027 Capital and reserves Called-up share capital 873 835 Share premium 395,476 359,305 Capital redemption reserve 30 30 Profit and loss account 63,164 47,085 Equity shareholders' funds 459,543 407,255 Equity minority interests - 772 Total capital employed 459,543 408,027 Consolidated cash flow statement for the 52 weeks ended 29 March 2003 52 weeks ended 52 weeks ended 29 March 2003 30 March 2002 £000 £000 Net cash inflow from operating activities 77,678 29,352 Net cash (outflow) inflow from returns on investments and (2,570) 342 servicing of finance Net cash inflow (outflow) from taxation 1,059 (9,398) Net cash inflow (outflow) from capital expenditure and financial 18,244 (48,742) investment Net cash outflow from acquisitions and disposals (37,892) (42,846) Net cash inflow (outflow) before financing 56,519 (71,292) Net cash (outflow) inflow from financing (42,623) 34,669 Increase (decrease) in cash in the period 13,896 (36,623) Reconciliation of net cash inflow from operating activities to operating profit 52 weeks ended 52 weeks ended 29 March 2003 30 March 2002 £000 £000 Operating profit excluding exceptional items 37,428 31,733 Operating exceptional items - (24,863) Operating profit 37,428 6,870 Depreciation of tangible fixed assets 31,977 26,335 Amortisation of goodwill 20,585 14,736 EBITDA 89,990 47,941 Profit on disposal of fixed assets (912) (646) (Decrease) increase in provisions (12,229) 9,533 (Increase) decrease in stock (4,024) 2,700 (Increase) decrease in debtors (1,803) 26,422 Increase (decrease) in creditors 6,656 (56,598) Net cash inflow from operating activities 77,678 29,352 Notes to the financial statements For the 52 weeks ended 29 March 2003 Accounting policies The financial statements have been prepared in accordance with applicable accounting standards under the historical cost convention. The principal accounting policies have been applied consistently throughout the period and the preceding period. Segmental analysis Divisional results are analysed as follows: 2003 2002 Turnover Profit Net assets Turnover Profit Net assets before tax (loss) before tax £000 £000 £000 £000 £000 £000 Distribution 876,144 44,031 441,108 742,372 39,024 379,152 Wholesale 806,624 4,096 - 343,003 3,495 - Telecoms Services 158,757 9,886 18,435 67,342 3,950 28,875 1,841,525 58,013 459,543 1,152,717 46,469 408,027 Amortisation (20,585) (14,736) Operating exceptional - (24,863) items 37,428 6,870 Non-operating exceptional (1,946) (30,227) items Net interest (payable) (995) 342 receivable Profit (loss) before tax 34,487 (23,015) Results by geographical location are analysed by origin as follows: 2003 2002 Turnover Profit Net assets Turnover Profit Net assets before tax (loss) before tax £000 £000 £000 £000 £000 £000 United Kingdom 1,368,244 40,537 371,668 777,872 35,372 329,639 Rest of Europe 473,281 17,476 87,875 374,845 11,097 78,388 1,841,525 58,013 459,543 1,152,717 46,469 408,027 Amortisation (20,585) (14,736) Operating exceptional - (24,863) items 37,428 6,870 Non-operating exceptional (1,946) (30,227) items Net interest (payable) (995) 342 receivable Profit (loss) before tax 34,487 (23,015) Acquisitions during the period generated the following turnover and profit before tax by segment. Turnover Profit before Net tax liabilities £000 £000 £000 Telecoms Services 75,875 3,540 (8,915) United Kingdom 75,875 3,540 (8,915) Tax on profit on ordinary activities The tax charge for the period comprises: 2003 2002 £000 £000 UK corporation tax 4,623 6,930 Deferred tax 3,411 (1,008) Overseas tax 4,011 2,778 Adjustments in respect of prior periods - UK (56) (2,538) - 429 - Overseas 12,418 6,162 Earnings per share The calculations of earnings per share are based on the following profits or losses and numbers of shares: Basic and diluted 2003 2002 £000 £000 Profit (loss) for the financial period 22,069 (28,262) Amortisation of goodwill 20,585 14,736 Operating exceptional items (net of tax and minority - 21,573 interests) Non-operating exceptional items (net of tax and minority 1,946 28,719 interests) Earnings before amortisation of goodwill and exceptional 44,600 36,766 items 2003 2002 Number of Number of shares shares 000's 000's Weighted average number of shares: For basic earnings per share 850,273 833,382 Dilutive effect of share options 2,166 3,759 For diluted earnings per share 852,439 837,141 Basic pence per share Diluted pence per share 2003 2002 2003 2002 Earnings (loss) per share 2.60 (3.39) 2.59 (3.39) Headline earnings per share 5.25 4.41 5.23 4.39 Headline earnings per share calculations are provided since the Directors consider that earnings before amortisation of goodwill and exceptional items gives a better indication of performance than standard earnings per share. Exceptional items Exceptional items include the following operating exceptional items, non-operating exceptional items and amounts written off investments. 2003 2002 £000 £000 Costs of operational reorganisation Store closures (a) - (11,956) Business closures and reorganisation (a) - (12,907) Exceptional operating items - (24,863) Profit (loss) on disposal of fixed assets (b) 13,199 (6,336) Amounts written off fixed asset investments (c) (15,145) (18,681) Cost of fundamental reorganisation (d) - (5,210) Total exceptional items (1,946) (55,090) a) Costs of operational reorganisation During the period ended 30 March 2002, the Group incurred costs in reorganising its operations across Europe. This reorganisation comprised: - the withdrawal from certain non-key territories; - the closure of a significant number of under-performing retail outlets; - the reorganisation of back office operations across the Group. b) Profit (loss) on disposal of fixed assets In August 2002 the Group completed the sale and leaseback of its freehold offices in London for a consideration of £36.6m, generating a net profit on disposal of £13.2m. During the period ended 30 March 2002 fixed assets with a net book value of £6.3m were written down principally as a result of the withdrawal from non-key territories and store closures noted in (a). c) Amounts written off fixed asset investments During the period ended 29 March 2003 a further £15.1m (2002 - £18.7m) has been written off the Group's holding in Wireless Frontiers, an independently managed wireless technology fund, to reflect the diminution in the value of the fund at 29 March 2003. d) Cost of fundamental reorganisation A charge of £5.2m, reflecting the write-down of fixed assets and other restructuring costs, was made during the period ended 30 March 2002, principally in respect of the fundamental reorganisation of the Group's Data Services division, involving a significant downscaling of wireless internet portal activities. Reserves Profit and loss Share premium Capital Total account redemption reserve £000 £000 £000 £000 At 30 March 2002 47,085 359,305 30 406,420 Retained profit for the financial period 13,340 - - 13,340 Currency translation 3,021 - - 3,021 Issue of share capital (282) 36,171 - 35,889 At 29 March 2003 63,164 395,476 30 458,670 Reconciliation of headline financial information to statutory information Headline Amortisation of Exceptional Statutory goodwill items (see £000 above) £000 £000 £000 2003 EBITDA 89,990 - - 89,990 Profit before tax 57,018 (20,585) (1,946) 34,487 2002 EBITDA 72,804 - (24,863) 47,941 Profit before tax 46,811 (14,736) (55,090) (23,015) Reconciliation of movements in shareholders' funds 2003 2002 £000 £000 Profit (loss) for the financial period 22,069 (28,262) Dividends (8,729) - Currency translation 3,021 (302) Issue of share capital 35,927 3,002 Net movement in shareholders' funds 52,288 (25,562) Opening shareholders' funds 407,255 432,817 Closing shareholders' funds 459,543 407,255 Director's Disclosure Martin Dawes has not held any directorships in any public quoted company in the previous five years. He was a director of Breathe.com Limited when it went into creditors' voluntary liquidation in May 2002 and a director of Martin Dawes Technologies Limited when it entered a company voluntary arrangement in May 2002. He was also a director of Euro Cellular (France) SARL within twelve months of that company going into insolvent liquidation in December 1990. There is no other information required by paragraphs 6F.2(b) to (g) of The Listing Rules relating to Martin Dawes. Preliminary Financial Information This financial information is prepared on the basis of accounting policies set out in the Group's statutory accounts for the 52 weeks ended 29 March 2003. The Directors of The Carphone Warehouse Group PLC are responsible, in accordance with the Listing Rules of the Financial Services Authority and applicable United Kingdom accounting standards, for preparing and issuing this preliminary announcement, which was approved on 2 June 2003. The financial information is extracted from the Group's full financial statements for the period ended 29 March 2003 which were approved by the Directors on 2 June 2003 and which received an unqualified audit report. This financial information is abridged and does not constitute statutory accounts for the 52 weeks ended 29 March 2003 and 52 weeks ended 30 March 2002. Full financial statements for the 52 weeks ended 29 March 2003 will be filed with the Registrar of Companies in due course. The 2002 Annual Report and Financial Statements on which the auditors gave an unqualified report have been filed with the Registrar of Companies. This information is provided by RNS The company news service from the London Stock Exchange

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