Final Results - Part 1

Headlam Group PLC 27 March 2001 PART 1 27 March 2001 Preliminary Results for the Year Ended 31 December 2000 Headlam Group plc ('Headlam'), the floorcoverings and windowcoverings distributor, announces its preliminary results for the year ended 31 December 2000. Financial highlights 2000 1999 Change Turnover £448.6m £386.9m +16.0% Operating profit * £29.5m £34.3m -13.8% Goodwill amortisation £(60.8)m £(2.4)m Asset impairment £(5.8)m - Exceptional items £(2.0)m - (Loss)/profit before taxation £(44.0)m £28.7m Earnings per share * 19.7p 27.5p -28.4% Total dividend per share 10.35p 10.0p +3.5% Key points - The operating profit * was principally driven by the continuing solid performance of the core floorcovering distribution business. - The substantial underperformance in the Windowcoverings division coupled with the restructuring and divestment activity has lead to a £67.3 million charge for goodwill amortisation, asset impairment and exceptional closure costs. - The recommendation of a final dividend of 7.55p per ordinary share underpins the board's confidence in the group's future progress. * before goodwill amortisation, asset impairment and exceptional items Tony Brewer, Chief Executive of Headlam, said: 'Whilst 2000 has been a challenging year in the group's history, we are pleased with the ongoing development of the floorcovering businesses, both distribution and Gradus. With the restructuring of the Windowcoverings division underway, we are now confident that we have a platform for ongoing improvement.' Enquiries: Headlam Group plc Tony Brewer, Chief Executive Tel: 0207 457 2345 Stephen Wilson, Finance Director Thereafter: 01675 433000 Gavin Anderson & Company Richard Constant/Victoria Jackson Tel: 0207 457 2345 CHAIRMAN'S STATEMENT Our core floorcoverings distribution business had another good year, but elsewhere the group encountered trading difficulties during the second half of the year. As the year came to a close, these difficulties were being resolutely tackled and good progress has been made which is being followed through in the new financial year. Financial performance Operating profit before goodwill amortisation and asset impairment for the year, amounted to £29.5million compared with £34.3million for the previous year. The loss before taxation for the year of £44.0million is stated after amortisation of goodwill totalling £60.8million, a charge for asset impairment of £5.8million and exceptional losses of £2.0million. This result reflects the difficulties experienced in the group's activities outside the floorcoverings distribution businesses. The trading performance of the Eclipse businesses suffered badly, and the disposal of our fabrics businesses did not initially proceed to our original timetable. The profitability of the Gradus businesses slipped behind plan and was also marginally behind 1999 performance. Earnings and dividend Excluding goodwill amortisation, asset impairment and exceptional items, earnings per ordinary share were 19.7p. In view of this, together with the progress to date with the fabrics disposals and our expectations for the current year, the board is recommending a maintained final dividend of 7.55p per ordinary share. This makes a total of 10.35p per ordinary share and represents an increase of 3.5% over the previous year's total dividend of 10.0p per ordinary share. The dividend for the year is almost twice covered by the ordinary profit after taxation for the year excluding goodwill amortisation, asset impairment and exceptional items. If approved, the final dividend will be paid on 2 July 2001 to shareholders on the register at 15 June 2001. Operations During the course of a difficult year, the group's floorcoverings distribution activity proved resilient, improving turnover and profitability over the previous year both in the UK and in Continental Europe. The relocation of three UK floorcoverings businesses into new facilities in the first half of the year went well. The result achieved by Belcolor, acquired in January 2000, was ahead of expectations and was earnings enhancing for the group. Eclipse - goodwill impairment In view of the performance of Eclipse during 2000, the board has decided to write down the full carrying value of goodwill associated with this business. Further rationalisation of the Continental European Eclipse businesses is presently taking place, whilst the immediate focus within Eclipse is now upon improving the trading positions of the businesses located in the UK and the USA. Since the end of 2000, the group has disposed of two fabrics businesses for a total consideration of £2.6million. The remaining fabrics businesses are currently profitable. Board changes As was previously announced, Tony Brewer, who has been a director of the company since June 1991, and was previously Managing Director of the Floorcoverings division, was appointed Chief Executive with effect from 6 November 2000, taking over from Ian Kirkham who resigned as a director. The board would like to express their thanks to all the staff for their hard work, commitment and continued customer service. Group outlook The current year has started encouragingly with trading results for the first two months slightly ahead of plan. We are now well on course with the disposals of the fabrics businesses, and progressing with the restructuring of the Eclipse businesses. This augurs well for our plans to deliver our budgeted level of profitability. It is pleasing that we have made a good start and that we are on course to deliver improved results for the year. CHIEF EXECUTIVE'S REVIEW 2000 proved to be another successful year for the floorcoverings distribution businesses both in the UK and Continental Europe. Whilst the performance of Gradus was initally below expectations, it is now enjoying the benefit of previous investment. As communicated during the autumn of 2000, the Windowcoverings division, incorporating the fabrics and Eclipse businesses, was particularly disappointing. Action was taken during the latter part of 2000, and progress continues to be made on the restructuring of this division. UK floorcoverings distribution Sales revenues in both the residential and commercial sectors improved in line with our internal expectations, and available external market data indicates that we continued to increase our market share. The growth was well balanced between our regional centres, both MCD and the original businesses, and through the national distribution presence of Mercado. JHS, the commercial carpet supplier, also had a successful year, expanding its product portfolio resulting in an improved market position. Particularly pleasing was the successful relocation of a number of businesses being completed without detracting from normal activities. Included in these relocations were the recently acquired businesses of Haldon Thompson, Clifford Carpets and LGS which were accommodated within existing operations. In all cases, the acquired businesses have retained their own trade brand consistent with our policy of having autonomous brands which serves to maximise market penetration. E-commerce development continued with the number of orders received through various formats increasing each month. Our business-to-business websites allow customers to place orders 24 hours a day, every day, with real time access to stock information. Over 1,600 of our customers are now actively using this facility. Continental European floorcoverings distribution Key to our development in Continental Europe is the relationship which we have with principal suppliers who have encouraged this initiative and together we have expanded distribution of their products to our mutual benefit. LMS, which distributes commercial and residential products throughout France, has performed particularly well during 2000, enlarging its market share and meaningfully increasing profitability. This trend has continued into 2001 and there are opportunities for both organic growth and complementary acquisitions to increase our presence in the French market. As foreseen, 2000 was a transitional year for Lethem-Vergeer in the Netherlands with a realignment of the product portfolio requiring accelerated stock disposal resulting in a lower gross margin and subsequently depressed profitability. This process is now complete and during the first quarter of 2001 we have also been able to merge successfully the operations of our other Dutch business, Interplan, in order to prevent the recurrence of losses previously incurred. The acquisition of Belcolor in Switzerland has been particularly successful, and, with the benefit of the existing strong management team, it enhances our base for further expansion in Continental Europe when the appropriate opportunity arises. Gradus All three businesses within Gradus showed positive sales growth during the year. However, profitability was slightly lower than the previous year due to increased investment in sales and marketing. Accessories further developed its market position, not only with the core product offering, but also through initiatives in wall protection products, and the successful acquisition of Decor Fabrications, which complements our existing floor lighting operations. Carpets launched a major new product initiative aimed at the general commercial sector. This resulted in sales growing by 10% against the previous year, but, due to high marketing costs in the initial launch process, the resulting profitability was suppressed. However, it is particularly encouraging that sales from new products have continued to improve into this year and we have every confidence that 2001 will realise the benefits of last year's investment. The fledgling commercial fabrics business formed in 1999 made a positive contribution in 2000, and is now well positioned to make a meaningful return on sales during 2001, consistent with other Gradus activities. Eclipse 2000 proved to be a difficult year for our window blinds businesses. In the UK, delays in product launches were compounded by the merger of Vertika, disrupting operations in Glasgow. This undermined the overall performance, and resulted in profitability being substantially below plan. In the initial months of 2001, we have focused on improving performance in the core Eclipse UK business. Now that the logistics issues of the Vertika merger have been resolved, we expect a positive contribution this year. All four operations in Continental Europe disappointed during the year. Sweden and the Netherlands are now showing some improvement, and plans are well advanced to restructure and eliminate losses in Germany and the Czech Republic. Finally, in the USA, major innovative product launches during the year did not deliver the anticipated results and the contribution has been substantially below expectations. Senior management within Eclipse have been redeployed in order to initiate a more satisfactory result. Fabrics The performance of certain businesses deteriorated during the year, leading to our decision to divest of a number of them. This has resulted in the post year end disposal of B S Brown and Gordon John Textiles, and the impending sale of Claremont Fabrics. Edinburgh Weavers and William O'Hanlon made a positive contribution during the year and continue to make progress. Board outlook 2001 has commenced with the floorcoverings distribution businesses in both the UK and Continental Europe delivering improved results in line with our plans. Gradus is benefiting from the initiatives of last year and we expect a growth in profits this year. Eclipse in the UK is improving internal controls and should deliver enhanced profitability. Plans are well advanced to restructure the Eclipse businesses located in Continental Europe. Our objective in the short-term is to ensure that loss-making operations are contained. The management at Eclipse in the USA have been refocused with objectives to improve product placement, production techniques and overhead control in order that a more acceptable level of profitability can be realised. Summary Whilst 2000 has been a challenging year in the group's history we are pleased with the ongoing development of the floorcovering businesses, both distribution and Gradus. With the restructuring of the Windowcoverings division underway we are now confident that we have a platform for ongoing improvement. FINANCIAL REVIEW Accounting policies The financial statements have been prepared on a basis which is consistent with previous years. Divisional analysis As mentioned in the 2000 half year statements, the segmental analysis displays the group's activities by reference to the Floorcoverings and Windowcoverings divisions. Previously, the analysis was Floorcoverings and Furnishings. Whilst there is no change in the businesses included in each division compared with previous years, the board is of the opinion that the term Windowcoverings more accurately reflects the majority of business activities included within this division. Floorcoverings includes the UK and Continental European distribution businesses and Gradus, the business which manufactures and distributes contract flooring accessories and floorcoverings. Windowcoverings includes the soft furnishing fabrics businesses and the Eclipse businesses which manufacture and distribute window blind systems. Acquisitions, disposals and closures During the year and the first quarter of 2001, the group acquired, disposed and closed businesses and segments of businesses. The acquired businesses, all of which are included within the Floorcoverings division, are as follows: - Belcolor, a floorcoverings distribution business, located in Switzerland, acquired during January 2000. - Clifford Carpets, a floorcoverings distribution business, located in the UK, acquired during January 2000. - LGS, a floorcoverings distribution business, located in the UK, acquired during February 2000. - Decor Fabrications, a commercial lighting business, located in the UK, acquired during July 2000. The disposals and closures, all of which are included within the Windowcoverings division, are as follows: - ESV, a windowcoverings distribution business, located in the UK, which was closed during October 2000. - Headlam Textile Printers, a transfer printing operation, located in the UK, which was closed during December 2000. - BS Brown, a workwear fabrics distribution business, located in the UK, which was disposed during January 2001. - The soft furnishing fabrics cut, make and trim operation, located in the UK, which was closed during February 2001. - Gordon John Textiles, a soft furnishing fabrics business, located in the UK, which was disposed during February 2001. With the exception of Headlam Textile Printers which was part of Claremont Fabrics, all of the above have been included in discontinued operations. Turnover During the year, the group's turnover increased by 16.0% from £386.9 million to £448.6 million. The turnover for the year includes turnover from acquired and discontinued businesses respectively amounting to £26.2 million and £16.5 million (1999: £21.1 million). Turnover from ongoing operations, excluding acquisitions, increased by 11.0% from £365.8 million to £405.9 million and includes a full year contribution from JHS, Eclipse and LMS which were all acquired during the first half of 1999. Operating performance The underlying operating profit on ordinary activities for the year, stated before goodwill amortisation, asset impairment, and exceptional items, decreased by 13.8% from £34.3 million to £29.5 million. As highlighted in the segmental analysis this decline is principally attributable to a significant downturn in performance in the Windowcoverings division which, year on year, shows a decrease in operating profit of £6.1 million, down from £8.3 million to £2.2 million. Asset impairment As noted previously, two businesses have been disposed of since the year end. The two transactions involved the sale of the business and associated assets less certain liabilities. The net realisable value of these assets amounted to a value which, was less than the value of the assets recorded in the consolidated balance sheet. Furthermore, it is likely that the future planned disposal of another soft furnishing fabrics business will give rise to a similar deficiency. Under these circumstances, the board has elected to recognise this impairment in asset value by way of a charge of £5.8 million against this year's results. Goodwill amortisation The goodwill arising on acquisitions completed during the year, amounting to £5.5 million has been capitalised and assigned a useful economic life of 20 years. Goodwill has been amortised during the period on a timing basis in order to match with post acquisition income and amounts to £0.3 million. Goodwill amortisation arising on the acquisitions of JHS, LMS and Haldon Thompson amounted to £0.5 million. As noted earlier, this year's decline in profitability is principally attributable to the under performance in the Windowcoverings division. In particular, the profit derived from the Eclipse businesses shows a significant downturn compared with the forecasts completed for Eclipse before the acquisition. In the light of this deterioration and in combination with the group's commitment to divest of substantial parts of the Eclipse activities, the carrying value of goodwill, capitalised on the acquisition of Eclipse, has been reviewed to determine the extent to which it has been impaired. The board has concluded that the goodwill no longer has any useful economic life and has therefore elected to recognise an impairment loss of £60.0 million in this year's results. On the disposal of businesses in 2001, there will be a need to recognise a goodwill write off of £9.3 million through the consolidated profit and loss account. This was previously written off to reserves at the date of acquisition, as these transactions occurred before 1 January 1998, and has not been recognised through the consolidated profit and loss account. Exceptional items Exceptional items relate to a £1.4 million loss incurred on the closure of ESV, a business inherited through the acquisition of Eclipse, and losses of £0.6 million arising from the sale of properties. Net interest payable The group's interest cost increased from £3.1 million to £4.9 million. Interest cover based on profit before goodwill amortisation, asset impairment and exceptional items declined to 6.0 times compared with 11.1 times for the previous year. Taxation on (loss)/profit on ordinary activities The underlying rate of tax during the year was 32.9% (1999: 34.2%) giving rise to a charge of £7.1 million. However, a prior year adjustment of £3.4 million reduced the taxation charge to £3.7 million giving rise to an effective rate of 18.6%(1999: 30.5%). The prior year adjustment principally relates to tax deductible items that had previously been excluded pending final agreement with the Inland Revenue. The underlying rate of tax is maintained at a higher level than would ordinarily apply because of the inability of certain overseas businesses to fully utilise the tax relief available in the year. Movement in shareholders' funds Shareholders' funds have decreased from £119.4 million to £63.9 million. A substantial part of this decrease is caused by the board's decision to recognise the goodwill impairment loss relating to Eclipse amounting to £60.0 million. Cash flows Cash inflow from operating activities during the period amounted to £32.3 million compared with £32.0 million for the previous year emphasising the strength of the group's underlying trading performance. Within this inflow, net working capital investment amounted to £1.4 million (1999: £6.1 million), highlighting the cyclical nature of the group's working capital requirements. During the first half of the year, working capital investment absorbed £12.1 million of which £10.7 was released during the second half of the year. Cash inflow before financing for the year amounted to £0.9 million compared with a cash outflow of £15.7 million for the previous year. The year on year improvement was attributable to the following principal items shown: £m Purchase of fixed assets 4.9 Sale of fixed assets and investments 3.8 Acquisitions 14.2 ------ 22.9 Bank and loan interest (1.6) Taxation (1.5) Dividends (3.9) ------ (7.0) ------ 15.9 ------ During the year, cash outflow was £3.5 million compared with £12.7 million for the previous year. Treasury management and financial instruments The group operates a policy of centralised treasury management covering its funding arrangements, foreign exchange and interest rate exposure. The group's financial instruments, other than derivatives, comprise cash, borrowings and various items that arise directly from its operations such as trade debtors and trade creditors. The main purpose of these financial instruments is to raise finance for the group's trading operations. The analysis set out below excludes trade debtors and trade creditors. In addition, the group has non-equity shares, which have a total nominal value of £50,000 and a market value at 31 December 2000 of £46,605. These financial instruments have been excluded from the analysis below. The group enters into derivatives transactions for interest rate swaps and forward foreign currency contracts. The purpose of such transactions is to manage the interest rate and currency risks arising from the group's sources of finance and operations. It is, and has been throughout the period under review, the group's policy that trading in financial instruments is not permitted. The main risks arising from the group's financial instruments are interest rate risk, liquidity risk and foreign currency risk. The board reviews and agrees policies for managing each of these risks and they are summarised below. These policies have remained unchanged during the period under review. Interest rate risk The group finances its operations through a mixture of retained profits and bank borrowings. The group borrows principally in sterling, euros, US dollars and Swiss francs at both fixed and floating rates of interest. Interest rate swaps have been used to manage the group's exposure to interest rate fluctuations and achieve desired interest profiles. During the year and at 31 December 2000, with the exception of £2.0 million Swiss franc fixed interest financial liabilities, all the group's borrowings were at floating rates. The board continues to monitor the group's interest rate risk and presently holds the view that, during this period of restructuring and divestment, the benefits of retaining flexibility outweigh the uncertainty associated with floating rate interest profiles. Floating rate financial liabilities The interest rate and currency profile of the group's floating rate financial liabilities at 31 December was as follows: Currency Floating rate 2000 1999 £m £m Sterling 33.7 32.1 Euro 0.7 0.9 US dollar 1.7 4.4 Swiss Franc 1.1 - ------ ------ 37.2 37.4 ------ ------ The above analysis excludes financial liabilities used to provide a hedge against foreign net investments. The details of these foreign currency borrowings as at 31 December are as follows: Currency 2000 1999 £m £m Euro 7.2 7.1 Swiss Franc 4.1 - ----- ---- 11.3 7.1 ----- ---- Included within the euro financial liability above is an amount of £4.3 million which is included in cash at bank and in hand as permitted by the group's bank set-off arrangements. The floating rate financial liabilities are comprised of: * sterling denominated bank borrowings and overdrafts that bear interest at rates based on UK bank base rate and LIBOR for periods between one day and three months, * US dollar denominated bank borrowings and overdrafts that bear interest at rates based on US prime rate and LIBOR for periods of one day, * euro bank borrowings and overdrafts based on Euro base rate, * and Swiss franc denominated bank borrowings and overdrafts based on internal floating rates of the institutions providing the facilities. Fixed rate financial liabilities The weighted average interest rate and currency profile of the group's fixed rate financial liabilities at 31 December 2000 was as follows: Fixed rate financial liabilities Currency 2000 Weighted average Weighted average period for interest rate which rate is fixed £m % years Swiss Franc 2.0 4.49 2.75 ------ ------ ------ Financial assets The interest rate and currency profile of the group's financial assets at 31 December was as follows : Currency Floating rate 2000 1999 £m £m Euro 1.2 - US dollar - 0.9 ------ ------ 1.2 0.9 ------ ------ The floating rate financial assets are comprised of cash at bank that bears interest at overnight rates based on EURIBOR and US Prime. The above analysis of financial assets excludes financial assets held in the same currency as the overseas operations. Liquidity risk The group's net indebtedness increased from £33.6 million to £38.9 million. Balance sheet gearing, based on shareholders' funds before the capitalisation of goodwill, increased from 67.7% at 31 December 1999 to 78.7%. Balance sheet gearing derived from shareholders' funds after the capitalisation of goodwill was 61.0% compared with 28.2% for the previous year. The group's cash position during the year reduced by £3.7 million from £10.9 million to £7.2 million. Total group financial liabilities at 31 December were as follows: 2000 1999 £m £m Bank loans and overdraft 41.0 40.5 Obligations under finance leases and similar hire purchase contracts 5.2 4.0 ------ ------ 46.2 44.5 ------ ------ The maturity profile of the group's financial liabilities at 31 December was as follows: 2000 1999 £m £m In one year or less, or on demand 8.0 13.5 In more than one year but not more than two years 33.9 13.2 In more than two years but not more than five years 4.3 17.8 ------ ------ 46.2 44.5 The group has various undrawn committed borrowing facilities expiring in one year or less which at 31 December 2000 amounted to £39.4 million. As mentioned previously, the board has placed an increasing emphasis on short-term flexibility whilst it manages this transitional period of restructuring and divestment. Foreign currency risk The group's overseas subsidiaries have their operations denominated in the currency of the country where they are based. In order to protect the group's sterling balance sheet from foreign currency movements, the group finances a significant part of its net investment by means of foreign currency borrowings. The group's policy is to eliminate all currency movements on its selling and buying activities through currency contracts for a period of up to twelve months forward. As at 31 December 2000, after taking account of forward foreign contracts, the group has eliminated exposure to movements in foreign currency. Gains and losses on currency contracts are not recognised until the exposure that is being hedged is recognised. Unrecognised gains and losses on currency contracts and the movements during the year are as follows: Total net Gains Losses gains/(losses) £m £m £m Unrecognised gains and ------ ------ ------ losses on currency contracts at 1 January 2000 0.1 0.2 (0.1) Gains and losses arising in previous years that were recognised in 2000 0.1 0.2 (0.1) ------ ------ ------ Gains and losses arising before 1 January 2000 that were not recognised in 2000 - - - Gains and losses arising in 2000 that were not recognised in 2000 - - - ------ ------ ------ Unrecognised gains and losses on currency contracts at 31 December 2000 - - - ------ ------ ------ Gains and losses expected to be arising in 2001 that were not recognised in 2000 - - - Fair values As at 31 December 2000, there was no material difference between the book and fair value of the group's financial instruments. Going concern The financial statements have been prepared on the going concern basis since the board is satisfied that the company has adequate resources to continue in operational existence for the foreseeable future. MORE TO FOLLOW
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