Interim Results

Headlam Group PLC 11 September 2007 11 September 2007 Interim financial results for the six month period ended 30 June 2007 Headlam Group plc ('Headlam'), Europe's leading floorcovering distributor, announces its interim results for the six months ended 30 June 2007. Financial highlights 2007 2006 Change £000 £000 Sales 259,076 245,672 +5.5% Adjusted profit * 21,155 19,743 +7.2% Profit from operations 20,740 19,743 +5.1% Profit before tax 20,593 19,543 +5.4% Basic earnings per share 16.6p 15.6p +6.4% Interim dividend per share 5.35p 4.85p +10.3% Key points Sales on a like for like basis increased by 3.1% in the UK and 7.2% in Continental Europe Profit before amortisation of intangibles, interest and tax increased by 7.2% 2007 interim dividend increased by 10.3% from 4.85p to 5.35p * Adjusted profit is profit before amortisation of intangibles, interest and tax Tony Brewer, Chief Executive of Headlam, said: 'During 2007, the group has enjoyed a progressively improving sales trend and we are well positioned entering the traditionally busy autumn selling period. The management teams of our individual businesses in the UK and Continental Europe are clearly focused on their product, sales and operations and we look forward to achieving our objectives for the year.' Enquiries: Headlam Group plc Tony Brewer, Chief Executive Tel: 01675 433000 Stephen Wilson, Finance Director Chairman's Statement Group sales for the first six months increased by 5.5% from £245.7 million to £259.1 million including a contribution of £4.3 million from the businesses acquired since July last year. Profit before amortisation of intangibles, interest and tax increased by 7.2% from £19.74 million to £21.16 million. Sales on a like for like basis increased by 3.1% in the UK and 7.2% in Continental Europe. Earnings and dividend Basic earnings per share increased by 6.4% from 15.6p to 16.6p. The board is pleased to declare an interim dividend of 5.35p per share, an increase of 10.3% on last year's interim dividend of 4.85p per share. The dividend will be paid on 2 January 2008 to shareholders on the register at 7 December 2007. UK operations With the establishment of the regional commercial business sector, the group operates with five clearly defined business sectors. These sectors now incorporate 50 businesses operating from 21 principal distribution centres and 7 service centres. The management teams in these businesses enjoy product, sales and marketing autonomy whilst complying with consistent operating procedures and strict financial reporting disciplines. The 5 business sectors are: Regional multi-product: these 20 regional businesses, which account for 60% of UK sales and market and distribute a comprehensive range of residential and commercial floorcovering, increased their sales by 2.5%. National multi-product: due to the ongoing success of the Mercado business and its national infrastructure, we currently have a project underway to expand its Leeds distribution hub by 20,000 square feet to 205,000 square feet. This will further enhance the opportunity for Mercado to develop its residential and commercial business throughout England and Wales. Regional commercial: this newly formed sector is growing ahead of expectations with the benefit of the acquisitions of Concept (Midlands) in October 2006 and 3D Flooring Supplies in March 2007. Total sales of the 10 businesses grew by 26.6%. It is our intention, either through acquisition or establishing new operations, to increase the geographical coverage of this sector. Residential specialist: the 13 specialist businesses operating in this sector continue to prosper with sales growing by 8.1%, principally in medium and high quality carpet products. The recent acquisition of the trade and assets of Plantation Rug Company during July 2007, gives the group an opportunity to further develop sales of rugs in addition to our existing activities through Crucial Trading and National Carpets. Commercial specialist: the original three businesses in this sector have enjoyed a positive first half with sales increasing by 12.7%. The sector has been enhanced by the acquisition during April 2007 of Florprotec, a leading supplier of floor protection products in the UK. Fundamental to the group's strategy and policy is the ongoing development and relationships with the leading floorcovering manufacturers of residential and commercial products. This ensures that the group and subsequently its customers are at the forefront of all new product development for the UK marketplace. The group continues to maximise its market presence through 337 employed external sales people who, during the first six months, have positioned 448,000 point of sale items into independent floorcovering retailers and flooring contractors to support the launch of 2,165 new product ranges. This has enabled growth through each of our product segments of carpet, residential vinyl, wood, laminate and commercial flooring. Investments The new 105,000 square foot purpose built freehold facility for Wilkies in Leeds became operational in October 2006 and this business is operating ahead of expectations. We have now commenced construction of a new freehold facility for MCD Wales in Bridgend which will be operational in the spring of 2008. The group continues to assess other opportunities to re-house existing businesses, increasing capacity in conjunction with the latest material handling capability, to allow them to continue to develop their business and exploit market opportunities. Continental Europe Our three businesses in France, Switzerland and the Netherlands have continued their significantly improved performance from 2006 into 2007. The management teams of these businesses have capitalised on improving marketing conditions and each business contributed to a combined increase in sales of 7.2%. This has resulted in operating margins improving from 2.7% to 3.6%. Acquisitions The three recently acquired businesses; 3D Flooring Supplies, Florprotec and Plantation Rug Company enlarge our activities in the business sectors of regional commercial, commercial specialist and residential specialist respectively. Each of these acquisitions, including Concept (Midlands) acquired in October 2006, are performing ahead of expectations. The group continues to evaluate acquisitions in both the UK and Continental Europe. We would anticipate making further acquisitions which enhance our market position and contribute to an increase in profitability. Purchase of own shares Earlier this year, the board decided to commence a share buy-back programme to return cash to shareholders and improve balance sheet efficiency. Further to our announcement on 25 May 2007 regarding the introduction of a share buy-back programme, I can report that as at 30 June 2007, the company had acquired 2,118,006 shares at an average price of £5.85 per share. Since then, a further 1,185,000 million shares have been acquired at an average price of £5.54 per share bringing expenditure during the year to date to £18.96 million. Adjusted profit Profit before amortisation of intangibles, interest and tax has been calculated as follows: 2007 2006 £000 £000 Profit for the period 14,415 13,582 Add: Taxation 6,178 5,961 Net financing costs 147 200 Amortisation of intangibles 415 - ------- ------- Adjusted profit 21,155 19,743 ------- ------- Cash flow In keeping with our policy of providing our customers with an extensive product offering and high levels of service, we invested a further £7.5 million in inventory during the first six months of 2007. This was the primary reason for cash generated from operations declining from £11.7 million last year to £6.9 million. Cash outflows from investing activities included £2.9 million expended on acquisitions during the first half. Included within this amount is £1.5 million relating to the purchase of intangible assets. In line with our policy on intangible assets, £0.4 million has been amortised through the income statement during the first six months and the balance will be amortised in full during the six month period to 31 December 2007. Cash flows from financing activities include £12.4 million relating to the purchase of shares during the first six months. The combination of additional inventory investment, acquisition activity and the share buy-back programme meant that net cash decreased by £22.1 million during the first half of 2007 compared with a decrease of £3.4 million during the equivalent period last year Outlook During 2007, the group has enjoyed a progressively improving sales trend and we are well positioned entering the traditionally busy autumn selling period. The management teams of our individual businesses in the UK and Continental Europe are clearly focused on their product, sales and operations and we look forward to achieving our objectives for the year. Graham Waldron 11 September 2007 Consolidated Income Statement Unaudited Note Six months Six months The year ended ended ended 30 June 30 June 31 December 2007 2006 2006 £000 £000 £000 Revenue 4 259,076 245,672 509,899 Cost of sales (179,281) (170,112) (350,506) -------- ---------- --------- --------- Gross profit 79,795 75,560 159,393 Distribution expenses (42,810) (40,662) (81,623) Administrative expenses (16,245) (15,155) (33,829) -------- ---------- --------- --------- Operating profit 4 20,740 19,743 43,941 Financial income 6 3,214 2,270 4,926 Financial expenses 6 (3,361) (2,470) (5,309) -------- ---------- --------- --------- Net financing costs (147) (200) (383) -------- ---------- --------- --------- Profit before tax 20,593 19,543 43,558 Taxation 7 (6,178) (5,961) (13,067) -------- ---------- --------- --------- Profit for the period 4 14,415 13,582 30,491 -------- ---------- --------- --------- Dividend per share 9 20.15p 18.00p 18.00p Earnings per share Basic 8 16.6p 15.6p 35.1p -------- ---------- --------- --------- Diluted 8 16.4p 15.5p 34.8p -------- ---------- --------- --------- Consolidated Statement of Recognised Income and Expense Unaudited Note Six months Six months The year ended ended ended 30 June 30 June 31 December 2007 2006 2006 £000 £000 £000 Foreign exchange translation differences arising on translation of overseas operations (199) (174) (419) Actuarial gains and losses on defined benefit pension plans 5,028 (1,500) (173) ------ --------- ---------- ---------- Tax recognised on income and expenses recognised directly in equity (1,776) 234 1,057 ------ --------- ---------- ---------- Net income recognised directly in equity 3,053 (1,440) 465 Profit for the period 14,415 13,582 30,491 ------ --------- ---------- ---------- Total recognised income and expense 9 17,468 12,142 30,956 ------ --------- ---------- ---------- Consolidated Balance Sheet Unaudited Note At At At 30 June 30 June 31 December 2007 2006 2006 £000 £000 £000 Non-current assets Property, plant and equipment 86,999 78,292 85,032 Intangible assets 14,265 13,210 13,210 Deferred tax assets 6,815 8,286 9,182 ------ -------- --------- ---------- 108,079 99,788 107,424 ------ -------- --------- ---------- Current Assets Inventories 102,947 92,720 94,217 Trade and other receivables 93,616 86,246 91,284 Cash and cash equivalents 19,169 33,146 41,861 ------ -------- --------- ---------- 215,732 212,112 227,362 Non-current assets classified as held for sale - 3,436 - ------ -------- --------- ---------- Total assets 323,811 315,336 334,786 ------ -------- --------- ---------- Current liabilities Bank overdraft (416) (333) (1,010) Other interest-bearing loans and borrowings - (430) (267) Trade and other payables (155,460) (145,692) (149,422) Employee benefits (1,484) (1,078) (1,102) Income tax payable (11,801) (11,723) (10,184) ------ -------- --------- ---------- (169,161) (159,256) (161,985) ------ -------- --------- ---------- Non-current liabilities Other interest-bearing loans and borrowings - (80) - Employee benefits (10,819) (20,766) (16,124) Deferred tax liabilities (3,280) (1,256) (3,665) ------ -------- --------- ---------- (14,099) (22,102) (19,789) ------ -------- --------- ---------- Total liabilities (183,260) (181,358) (181,774) ------ -------- --------- ---------- Net assets 140,551 133,978 153,012 ------ -------- --------- ---------- Equity attributable to equity holders of the parent Share capital 9 4,292 4,352 4,354 Share premium 9 53,512 53,336 53,428 Translation reserves 9 (815) (751) (616) Retained earnings 9 83,562 77,041 95,846 ------ --------- --------- ---------- Total equity 140,551 133,978 153,012 ------ --------- --------- ---------- Consolidated Cash Flow Statements Unaudited Note Six months Six months The year ended ended ended 30 June 30 June 1 December 2007 2006 2006 £000 £000 £000 Cash flows from operating activities Profit before tax for the period 20,593 19,543 43,558 Adjustments for: Depreciation, amortisation and impairment 2,735 2,088 4,974 Financial income (3,214) (2,270) (4,926) Financial expense 3,361 2,470 5,309 (Profit)/loss on sale of property, plant and equipment (14) (1) 10 Equity settled share-based payment expenses 250 208 472 ----- ---------- ---------- ---------- Operating profit before changes in working capital and provisions 23,711 22,038 49,397 Increase in trade and other receivables (864) (1,802) (6,810) Increase in inventories (7,524) (1,519) (2,930) (Decrease)/increase in trade and other payables (8,401) (7,016) 7,987 ----- ---------- ---------- ---------- Cash generated from operations 6,922 11,701 47,644 Interest paid (1,224) (904) (2,023) Tax paid (4,845) (5,966) (11,622) Additional contributions to defined benefit pension plan (742) (479) (3,927) ----- ---------- ---------- ---------- Net cash from operating activities 111 4,352 30,072 ----- ---------- ---------- ---------- Cash flows from investing activities Proceeds from sale of property, plant and equipment 144 61 1,816 Interest received 1,544 964 2,001 Acquisition of subsidiary, net of cash acquired (2,864) - (1,369) Acquisition of property, plant and equipment (4,231) (5,826) (12,884) ----- ---------- ---------- ---------- Net cash from investing activities (5,407) (4,801) (10,436) ----- ---------- ---------- ---------- Cash flows from financing activities Proceeds from the issue of share capital 86 1,082 1,176 Payment to acquire own shares (12,392) - - Payment of finance lease liabilities (267) (228) (497) Dividends paid (4,218) (3,789) (15,612) ----- ---------- ---------- ---------- Net cash from financing activities (16,791) (2,935) (14,933) ----- ---------- ---------- ---------- Net (decrease)/increase in cash and cash equivalents (22,087) (3,384) 4,703 Cash and cash equivalents at 1 January 40,851 36,193 36,193 Effect of exchange rate fluctuations of cash held (11) 4 (45) ----- ---------- ---------- ---------- Cash and cash equivalents at end of period 10 18,753 32,813 40,851 ----- ---------- ---------- ---------- Notes to the Interim Financial Statements Unaudited 1 ACCOUNTING POLICIES The interim financial information has been prepared applying the accounting policies and presentation that were applied in the preparation of the group's published consolidated financial statements for the year ended 31 December 2006. The comparative figures for the financial year ended 31 December 2006 are not the group's statutory accounts for that financial year. Those accounts have been reported on by the group's auditors and delivered to the registrar of companies. The report of the auditors was (i) unqualified, (ii) did not include a reference to any matters to which the auditors drew attention by way of emphasis without qualifying their report, and (iii) did not contain a statement under section 237 (2) or (3) of the Companies Act 1985. 2 ESTIMATES The preparation of interim financial statements requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets and liabilities, income and expense. Actual results may differ from these estimates. In preparing these condensed consolidated interim financial statements, the significant judgements made by management in applying the group's accounting policies and key sources of estimation uncertainty were the same as those that applied to the consolidated financial statements as at and for the year ended 31 December 2006. 3 FINANCIAL RISK MANAGEMENT All aspects of the group's financial risk management objectives and policies are consistent with that disclosed in the consolidated financial statements as at and for the year ended 31 December 2006. Notes to the Financial Statements continued Unaudited 4 SEGMENT REPORTING The group's activities are wholly aligned to the sales, marketing, supply and distribution of floorcovering products. These activities are carried out from business centres located in both the UK and Continental Europe. The group's internal management structure and financial reporting systems treat the UK and Continental Europe as two separate segments because of the difference in reward arising from these two markets and this forms the basis for the geographical presentation of the primary segment information given below. UK Continental Europe Total 30 June 30 June 31 Dec 30 June 30 June 31 Dec 30 June 30 June 31 Dec 2007 2006 2006 2007 2006 2006 2007 2006 2006 £000 £000 £000 £000 £000 £000 £000 £000 £000 Revenue External sales 219,414 208,668 434,321 39,662 37,004 75,578 259,076 245,672 509,899 ------- ------- ------- ------- ------- ------ ------- ------- ------- Result Segment result 20,451 19,201 43,670 1,408 1,017 2,044 21,859 20,218 45,714 ------- ------- ------- ------- ------- ------ ------- ------- ------- Unallocated corporate expenses (1,119) (475) (1,773) ------- ------- ------- ------- ------- ------ ------- ------- ------- Operating profit 20,740 19,743 43,941 Financial income 3,214 2,270 4,926 Financial expense (3,361) (2,470) (5,309) Taxation (6,178) (5,961) (13,067) ------- ------- ------- ------- ------- ------ ------- ------- ------- Profit for the period 14,415 13,582 30,491 ------- ------- ------- ------- ------- ------ ------- ------- ------- Other information Segment assets 282,295 270,186 293,280 34,701 33,428 32,324 316,996 303,614 325,604 Unallocated assets 6,815 11,722 9,182 ------- ------- ------- ------- ------- ------ ------- ------- ------- Consolidated total assets 323,811 315,336 334,786 ------- ------- ------- ------- ------- ------ ------- ------- ------- Segment (124,140)(116,899)(133,493)(18,499)(17,811)(17,206)(142,639)(134,710)(150,699) liabilities ------- ------- ------- ------- ------- ------ ------- ------- ------- Unallocated liabilities (40,621) (46,648) (31,075) ------- ------- ------- ------- ------- ------ ------- ------- ------- Consolidated total liabilities (183,260)(181,358)(181,774) ------- ------- ------- ------- ------- ------ ------- ------- ------- Capital expenditure 3,908 4,184 10,882 323 1,642 2,002 4,231 5,826 12,884 Depreciation 2,009 1,759 3,610 311 329 674 2,320 2,088 4,284 Amortisation 415 - 690 - - - 415 - 690 Each segment is a continuing operation. Unallocated assets comprise deferred tax assets and assets held for sale. Unallocated liabilities comprise income tax, deferred tax liabilities and employee benefits. Management has access to information that provides details on sales and gross margin by principal product group and across the five principal business sectors which comprise Regional multi-product, National multi-product, Regional commercial, Residential specialist and Commercial specialist. However, this information is not provided as a secondary segment since the group's operations are not managed by reference to these sub classifications and the presentation would require an arbitrary allocation of overheads, assets and liabilities undermining the presentation's validity and usefulness. Notes to the Financial Statements continued Unaudited 5 ACQUISITION OF SUBSIDIARIES On 30 March 2007, the company acquired 3D Flooring Supplies Limited, a regional commercial floorcovering distributor located in south Wales and south west England, for a cash consideration of £1,377,500. On 27 April 2007, the company acquired Florprotec Limited for a cash consideration of £1,249,600. Florprotec is a leading supplier, throughout the UK, of floor protection products for the construction industry and refurbishment projects. Acquiree's book Fair value Acquisition values adjustments amounts £000 £000 £000 Acquiree's net assets at the acquisition date Intangible assets - 1,470 1,470 Plant and machinery 293 (27) 266 Inventories 1,297 (8) 1,289 Trade and other receivables 1,664 - 1,664 Cash and cash equivalents 9 - 9 Bank overdraft (246) - (246) Trade and other payables (1,683) - (1,683) Income tax payable (67) - (67) Deferred tax liabilities (4) - (4) --------- --------- --------- Net identifiable assets and 1,263 1,435 2,698 liabilities --------- --------- --------- Goodwill on acquisition - Consideration paid 2,698 Satisfied by: Cash 2,627 Acquisition costs capitalised 71 --------- 2,698 --------- No goodwill has arisen on the transactions and the intangible assets have been attributed to the customer order books. Notes to the Financial Statements continued Unaudited 6 FINANCE INCOME AND EXPENSE Six months Six months The year ended ended ended 30 June 30 June 31 December 2007 2006 2006 £000 £000 £000 Interest income Bank interest 1,432 984 1,823 Other - 47 124 Return on defined pension plan assets 1,782 1,239 2,979 --------- --------- --------- Financial income 3,214 2,270 4,926 --------- --------- --------- Interest expense Bank loans, overdrafts and other financial expenses (1,474) (953) (1,931) Interest on defined benefit pension plan obligation (1,887) (1,494) (3,342) Finance leases and similar hire purchase contracts - (23) (36) --------- --------- --------- Financial expenses (3,361) (2,470) (5,309) --------- --------- --------- 7 TAXATION The group's consolidated effective tax rate in respect of continuing operations for the six months ended 30 June 2007 was 30.0% (for the six months ended 30 June 2006: 30.5%, for the year ended 31 December 2006:30.0%). Notes to the Financial Statements continued Unaudited 8 EARNINGS PER SHARE The calculation of the basic and diluted earnings per share is based on the following data: Six months Six months The year ended ended ended 30 June 30 June 31 December 2007 2006 2006 £000 £000 £000 Earnings Earnings for the purposes of basic and diluted earnings per share being profit attributable to equity holders of the parent 14,415 13,582 30,491 ========== =========== =========== 2007 2006 2006 Number of shares Issued ordinary shares at 1 January 87,079,521 86,512,854 86,512,854 Effect of share movement during the (241,741) 407,028 416,237 period ----------- ----------- ----------- Weighted average number of ordinary shares for the purposes of basic earnings per share 86,837,780 86,919,882 86,929,091 ----------- ----------- ----------- Effect of diluted potential ordinary shares: Weighted average number of ordinary shares at period end 86,837,780 86,919,882 86,929,091 Share options 2,209,691 1,878,034 2,046,461 Number of shares that would have been issued at fair value (1,377,574) (1,381,753) (1,422,270) ----------- ----------- ----------- Weighted average number of ordinary shares for the purposes of diluted earnings per share 87,669,897 87,416,163 87,553,282 ----------- ----------- ----------- Notes to the Financial Statements continued Unaudited 9 CAPITAL AND RESERVES Reconciliation of movement in capital and reserves Capital Share Share Translation redemption Retained Total capital premium reserve reserve earnings equity £000 £000 £000 £000 £000 £000 Balance at 1 January 2006 4,326 52,280 (577) - 79,798 135,827 Total recognised income and expense - - (174) - 12,316 12,142 Equity-settled share based payment transactions, net of tax - - - - 208 208 Share options exercised by employees 26 1,056 - - - 1,082 Deferred tax on Schedule 23 share options (pre November 2002) - - - - 331 331 Dividends - - - - (15,612) (15,612) ------- -------- --------- --------- ------- ------- Balance at 30 June 2006 4,352 53,336 (751) - 77,041 133,978 Transfer between reserves - - 380 (380) - Total recognised income and expense - - (245) - 19,059 18,814 Equity-settled share based payment transactions, net of tax - - - - 264 264 Share options exercised by employees 2 92 - - - 94 Deferred tax on Schedule 23 share options (pre November 2002) - - - - (138) (138) ------- -------- --------- --------- ------- ------- Balance at 31 December 2006 4,354 53,428 (616) - 95,846 153,012 Total recognised income and expense - - (199) - 17,667 17,468 Equity-settled share based payment transactions, net of tax - - - - 250 250 Cancellation of own shares (64) - - 64 (7,627) (7,627) Consideration for purchase of own shares - - - - (4,765) (4,765) Share options exercised by employees 2 84 - - - 86 Deferred tax on Schedule 23 share options (pre November 2002) - - - - (418) (418) Dividends - - - - (17,455) (17,455) ------- -------- --------- --------- ------- ------- Balance at 30 June 2007 4,292 53,512 (815) 64 83,498 140,551 ------- -------- --------- --------- ------- ------- Notes to the Financial Statements continued Unaudited 9 CAPITAL AND RESERVES - continued Purchase of own shares Following the announcement on 25 May 2007 of the intention to initiate a share buy-back programme, the company acquired 2,118,006 of its own shares for a total consideration of £12.4 million. Of the shares acquired, 1,286,478, with a value of £7.6 million, were cancelled and 831,528, with a value of £4.8 million are held as treasury shares. Dividends Six months Six months The year ended ended ended 30 June 30 June 31 December 2006 2007 2006 £000 £000 £000 Interim dividend for 2006 of 4.85p paid 2 January 2007 4,218 - - Final dividend for 2006 of 15.30p proposed 13,237 - - Interim dividend for 2005 of 4.40p paid 3 January 2006 - 3,789 3,789 Final dividend for 2005 of 13.60p proposed - 11,823 11,823 --------- --------- --------- 17,455 15,612 15,612 --------- --------- --------- The final proposed dividend for 2006 of 15.30p per share was authorised by shareholders at the Annual General Meeting on 25 May 2007. The final proposed dividend for 2005 of 13.60p per share was authorised by shareholders at the Annual General Meeting on 1 June 2006. 10 CASH, CASH EQUIVALENTS AND BANK OVERDRAFTS At At At 30 June 30 June 31 December 2007 2006 2006 £000 £000 £000 Cash and cash equivalents per balance sheet 19,169 33,146 41,861 Bank overdrafts (416) (333) (1,010) --------- -------- --------- Cash and cash equivalents per cash flow statements 18,753 32,813 40,851 --------- -------- --------- Notes to the Financial Statements continued Unaudited 11 SUBSEQUENT EVENTS Since 30 June 2007, the company has acquired a further 1,185,000 million shares for a total consideration of £6.56 million. Total expenditure during the year to date is now amounts to £18.96 million. The interim financial results for the six months ended 30 June 2007 will be posted to shareholders on 19 September 2007 and copies will be available from that date from the company's registered office. 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