Final Results
Macfarlane Group PLC
14 March 2002
14 March 2002
MACFARLANE GROUP'S TRADING RESULTS CONFIRM MARKET EXPECTATIONS
£11.4m profit, comprising pre-exceptional profits of £10.6m and property gains
£0.8m
As announced in October, restructuring costs total £10.1m
Loss on disposal of Plastics £2.8m after reinstating £20.0m goodwill previously
written off reserves
Strategic moves in 2001 generated cash of £56.2m and expended cash of £32.2m
Final dividend increased by 1.6% to 3.20p per share, giving full year dividend
of 5.00p an increase of 5.3%
Asset realignment will continue to generate cash and earnings in 2002
___________________________
John Ward, Chairman of Macfarlane Group PLC today said:
'Our 2001 results represent a creditable trading performance in line with market
expectations, given that trading was heavily impacted by the well-publicised
cutbacks in the Electronics industry, particularly in Scotland and the general
downturn in the manufacturing sector. Early restructuring to bring the cost and
asset base in line with current and projected trading levels helped to mitigate
the earnings impact that might otherwise have been expected.
In the last few years your Board has charged the executive team with the
implementation of a bold strategy to transform the shape of the company. Actions
in 2001 to realign the asset base, selling current asset investments, exiting
businesses where we cannot achieve critical mass and concentrating on businesses
where we can obtain a leadership position will continue in 2002. Your Board
remains confident and committed that this fundamental transition, being
undertaken in difficult market conditions, will deliver growth and place the
company in a strong market position on completion. We will have a focused
business without the cost structures of non-strategic manufacturing and
distribution sites.
The acquisition of National Packaging and A1 Packaging in 2001 will deliver
value to Macfarlane Group shareholders through the effective combination of the
businesses being undertaken by our executive team. The second half of 2001 began
an extensive programme to eliminate duplication in sites and activities and to
improve service to customers. This programme will be completed in 2002 with
further disposals of surplus assets continuing to deliver cash and earnings to
support the costs of the transition and to enable us to meet our commitments. As
a result, by the end of 2002 Macfarlane Group will have created a national
network of 15, state-of-the-art, Regional Distribution Centres. In 2003, this
will be supported by a focused investment in manufacturing capability where this
is viewed as a strategic requirement to enhance our fulfilment business.
Successful e-business trials are already underway with key customers and
implementation of an improved information system is progressing well.
In 2001 your Board determined that the lack of critical mass in Plastics would
not justify further strategic investment in the business. As a consequence the
decision was taken to divest Plastics and concentrate investments in Packaging.
The funds received of £46.6m, after attributable expenses, exceeded the assets
disposed of by £17.2m however after reinstating goodwill previously written off
through reserves of £20.0m, a loss £2.8m was recorded on the transaction.
The Company bought back nearly 6% of our share capital for cancellation in 2001.
The Board intends to renew the share repurchase facility at the AGM in 2002 and
continue to make tactical share buy-backs where these clearly enhance earnings
per share. The Board constantly reviews activities to determine the most
appropriate directions for growth and shareholder return. The first two months
of 2002 have confirmed that we continue to operate in a very competitive trading
environment, but your Board is confident that the actions being taken in
Macfarlane Group will deliver increasing value for shareholders.'
Further information: Press and Media:
John M. Ward Chairman 0141 333 9666 Gordon Beattie 01698 787878
Iain D. Duffin Chief Executive 0141 333 9666 Ann-marie Wilkinson 0207 398 3301
John Love Finance Director 0141 333 9666
Financial Headlines
Trading performance 2001 2000
Sales Profit Sales Profit
£000 £000 £000 £000
Packaging 159,623 8,234 141,375 10,018
Discontinued/Plastics 38,577 2,767 56,552 5,201
198,200 11,001 197,927 15,219
Net finance charge (418) (981)
Profit before exceptional items 10,583 14,238
Gain on disposal of properties 822 1,391
11,405 15,629
Restructuring charges (10,058) -
Exceptional costs re lapsed bid - (4,471)
(Loss)/gain on disposal of business (2,770) 500
Pre-tax (loss)/profit (1,423) 11,658
2001
Restructuring charges £000
Cash costs Externally supported programme to restructure distribution business 1,400
Cost of headcount reductions 1,463
Non-cash costs Charges for impairment of goodwill 5,178
Charges for impairment of tangible assets and other asset write downs 2,017
10,058
The profit including asset gains for the year ended 31 December 2001 amounted to
£11.4m, prior to charges and provisions of £10.1m, with cash costs of £2.9m and
non-cash costs of £7.2m, including the accelerated restructuring plans announced
in October 2001, and the loss of £2.8m recorded on the disposal of the business,
assets and certain liabilities of our Plastics business in the UK to Tyco
Plastics Limited and goodwill amortisation of £1.04m. This compared to £15.6m in
2000 (before exceptional charges in connection with the attempted acquisition of
BPI of £4.5m and the profit of £0.5m on disposal of Flo-pak (UK) Limited).
Earnings per share, before these disposals and exceptional charges and
provisions, amounted to 6.95p compared with 9.03p for 2000, a reduction of 23%
primarily reflecting the disposal of our Plastics business.
Packaging Division
The performance achieved in Packaging reflected good progress in meeting our
objectives to successfully integrate the two key acquisitions made in 2001. In
spite of the economic climate, sales after acquisitions in Packaging have
increased by 12.9% with operating margins of 5.2% compared to 7.1% in 2000. We
continue to win new accounts for value added packaging and a number of new
initiatives are underway to develop these accounts still further. The
consolidation of our businesses has resulted in new cross-operational selling
opportunities, which are being vigorously pursued.
Clearly with the downturn due to the well-documented slowdown in demand in the
electronics sector throughout the world, this particular part of our business
was heavily impacted. Otherwise the remainder of our business continued to
deliver good levels of profitability with margins being maintained. We will
continue to pursue opportunities to replace business from major Original
Equipment Manufacturers as they move to new locations thus attempting to
minimise the impact on this part of our business. Our Hungarian operation is a
good example of the realisation of this strategy overseas and there are likely
to be other opportunities as major customers continue to move to lower cost
production countries. Our management teams responded well to continual pressure
on margins evident in a competitive market and maintained strict control of
overheads to meet targets. These same objectives will be relevant in 2002.
Our strategy and focus continues to shift from primarily selling only what we
traditionally manufactured to sourcing what customers request. We will however
maintain and invest in value added manufacturing and assembly businesses where
this is determined to be a strategic business opportunity, which enables us to
make satisfactory margins to justify the investments made. There remains a need
for high quality design services for our major customers and we shall continue
to provide this. Our Labels business's position will be maintained at the
forefront of technology in labels-based solutions for major customers with
branded products, thereby providing a solid base for future growth.
Packaging Division (continued)
The acquisition of National Packaging in April 2001 for a cash consideration of
£21.5m, including intra-group indebtedness of £5.5m, was followed by the
purchase of the business and certain assets of A1 Packaging Limited in July 2001
for £3.3m. Both acquisitions have performed to expectation since acquisition.
These acquisitions enhanced our leadership position within the UK with our
packaging distribution business currently nearly three times the size of our
nearest competitor. There will no doubt be further rationalisation within this
sector and Macfarlane Group will have a leading involvement in this process. We
shall continue to seek value-enhancing acquisitions but will not be drawn into
overpaying.
Clear synergies are being achieved following the acquisition of the two
businesses. An integration team supplemented by external support completed a
comprehensive review concluding that fundamental changes, which harness the best
aspects of our existing business practices, should be adopted and that
consolidation of central activities should be accelerated. This will result in
fifteen higher quality regional distribution centres, which will operate more
efficiently. 25 of the combined branch network sites will have closed by the end
of 2002, in most cases simply eliminating duplication of sites in key regions.
The restructuring of the distribution operations is progressing well with 12
sites already closed in 2001 and a further 13 sites planned for closure this
year, all consolidated into larger, more efficient sites which will provide a
platform for growth. This restructuring is being partly funded by the proceeds
from the sale of surplus assets. The Group's strong balance sheet has enabled us
to bear cash restructuring costs of £2.9m to more comprehensively integrate our
packaging and distribution activities in 2001. In addition we have taken
non-cash asset impairment charges of £7.2m in the US and the UK, which reflect
the impact of the slowdown in the second half of 2001.
Standardisation of best practices has been implemented and a common information
system, already successfully in operation at our largest site, is being
introduced throughout the business in 2002. Cost savings arising from these
actions and our restructuring programme are expected to include reduced ERP
installation cost, reduced working capital, more efficient procurement, a
reduction in property costs and reduced administration costs, with reduced
headcount, the latter primarily through natural wastage. Successful e-business
trials are underway with key customers and the implementation of improved
information systems is progressing well. The high levels of service achieved and
clear expertise in distribution and supply chain logistics are key to the
Group's future development. Customers will be provided with a national offering
supported by full service at a local level.
Plastics Division
During 2000 the position taken by your Board was that scale and leadership in
the Plastics business were two of the necessary prerequisites to ensure robust
performance on a recurring basis and this view did not alter in 2001. Following
the review of a number of strategic options, your Board concluded that the
appropriate course of action to optimise shareholder value was to effect a trade
sale whilst retaining our injection moulding business in Ireland. As part of
this process we determined that it would be appropriate to sell our holding in
BPI. Macfarlane Group had already tendered its full entitlement in respect of
BPI's tender offer in January 2001 receiving £6.3m in respect of the shares
tendered. The residual shareholding in BPI was then sold for a net consideration
of £6.7m in August 2001 and a gain of £0.7m was recorded in the results for the
year, offsetting the interest costs of carrying the investment until the sale
was achieved.
In August 2001 the Board announced the sale of the business, assets and certain
liabilities of our Plastics business in the UK to Tyco Plastics Limited, for a
consideration of $70m (£47.7m) before attributable expenses on a debt-free
basis. The disposal was approved by shareholders at an EGM on 14 September 2001
and concluded on 19 September 2001. The effect of the disposal was dilutive to
earnings per share in 2001 compared to Macfarlane Group's earnings per share had
the disposal not occurred.
Dividend
Last year we indicated that we would increase the proportion of the interim
dividend as a percentage of the annual dividend. The Board then declared an
interim dividend of 1.80p per share (2000 1.60p per share). The Directors have
today declared a final dividend of 3.20p, a 1.6% increase on the 3.15p paid in
2000, reflecting the Group's positive cash flow from operating activities. This
represents an increase of 5.3% on the total dividend from 2000 levels. The final
dividend will be paid on Thursday 23 May 2002 to those shareholders on the
register at the close of business on Friday 12 April 2002.
Finance
We have continued to invest where there are needs or opportunities to meet
future growth plans. During 2001 the acquisition of National Packaging Group and
United Polythene in the second quarter of 2001 and the business of A1 Packaging
in the third quarter, had a combined cost of £26.0m. The sale of our Plastics
Division generated cash in 2001 of £43.2m after expenses. The sale of the shares
in BPI generated £13.0m. The funds realised were used to eliminate existing
borrowings with surplus funds then being retained to finance further acquisition
opportunities and share repurchases in line with existing authorities.
During the period from March 2001 until December 2001, Macfarlane Group
repurchased a total of 7,553,240 ordinary shares of 25p each, at an average
price of 82p and a total cost of £6.2m for cancellation. The repurchases were in
line with the authority given at recent Annual General Meetings and enhance
earnings per share. A further 50,000 ordinary shares were bought back on 14
January 2002 at a price of 751/2p for cancellation. It is the intention of the
Board to continue to make tactical share buy backs in accordance with the
authority limits given, provided there is a clear enhancement to earnings per
share. The Directors will renew this authority at the 2002 AGM to continue to
have the flexibility to buy back shares.
In total these strategic moves generated cash of £56.2m and expended cash of
£32.2m. These actions in 2001, allied to Macfarlane Group's traditionally strong
cash generation, have transformed the shape of our balance sheet, eliminating
debt and leaving the group in net surplus funds by £2.7m at 31 December 2001,
compared to a net debt position of £23.3m the previous year. There was a net
finance cost of £0.4m compared to £1.0m in 2000. Macfarlane Group still faces
significant investments to establish an appropriate base for future growth but
our executive remains confident that, by a continued realignment of the asset
base, the necessary investments can be funded in a cash neutral manner.
The transitional arrangements of Financial Reporting Standard 17 have been
adopted, which require certain disclosures at 31 December 2001 of the net asset
or deficit to be included in the balance sheet on full implementation in 2003.
Our UK defined benefits pension scheme has assets at current market value of
£33.2m and liabilities discounted using specified bond yields of £40.0m. On this
valuation method there is a deficit of £6.8m, which is partially offset by a
deferred tax asset of £2.0m giving a net deficit of £4.8m.
Management and employees
Graham Casey joined the board of Macfarlane Group PLC on 1 June 2001 and is
making a significant contribution to the Group by actively leading a
professional implementation team in the consolidation exercise in our
distribution businesses. As part of the disposal of our UK Plastics business on
19 September 2001, Mike Clark stepped down from the Board to lead the management
team in Plastics under its new owners. Mike was always an excellent colleague
for the seven years that he was in the Group and we wish Mike and his team every
success in the future.
Current economic conditions remain very competitive and our management teams and
employees have been faced with some very hard decisions and actions to complete.
These decisions have been professionally implemented and our management teams
and employees deserve our gratitude for their commitment in meeting the
considerable challenges we faced during 2001.
Future prospects
John Ward concluded: -
'Macfarlane Group's strategy is now clear, to be a leading distributor and value
add service provider in the packaging industry. Manufacturing is retained where
it can provide robust and sustainable earnings while providing critical
manufacturing skills to augment both the benefits of scale now within the Group
and the extensive choice of products available to our 50,000 customers.
The Board believes that the strategic direction of the Group is sound and the
steps taken to accelerate restructuring plans will strengthen trading prospects
by reducing the company's cost base. This will ensure that a better business is
created, which will not only withstand the current economic slowdown, but will
also position Macfarlane Group to benefit from the any upturn in economic
conditions.
Our activity in recent years, but particularly in 2001 with the acquisition of
National Packaging and the disposal of the Plastics Division, has transformed
the shape of our business. Following the sale of the Plastics Division our
balance sheet and cash flow position are strong, allowing the executive team to
make further investments and take advantage of acquisition opportunities. The
Board intends to renew the share repurchase facility at the 2002 Annual General
Meeting and to continue to make further tactical share buy-backs, where
appropriate. Macfarlane Group intends to be a competitive player and an
attractive profit generator capable of delivering superior shareholder returns.
Your Board expects to make further progress in 2002 and as always shall not
shirk from tough decisions to deliver additional shareholder value.'
Macfarlane Group PLC
Year ended 31 December 2001
Consolidated profit and loss account
Before Before
exceptional Exceptional 2001 exceptional Exceptional 2000
£000 £000 £000 £000
£000 £000
TURNOVER
Ongoing operations 127,385 - 127,385 141,375 - 141,375
Acquisitions 32,238 - 32,238 - - -
Continuing operations 159,623 - 159,623 141,375 - 141,375
Discontinued operations 38,577 - 38,577 56,552 - 56,552
Total turnover 198,200 - 198,200 197,927 - 197,927
Cost of sales 129,532 - 129,532 130,026 - 130,026
Gross profit 68,668 - 68,668 67,901 - 67,901
Net overheads (57,667) (10,058) (67,725) (52,682) (4,471) (57,153)
OPERATING PROFIT 11,001 (10,058) 943 15,219 (4,471) 10,748
OPERATING PROFIT
Ongoing operations 6,931 (10,058) (3,127) 10,018 - 10,018
acquisitions 1,303 - 1,303 - - -
Continuing operations 8,234 (10,058) (1,824) 10,018 - 10,018
Discontinued operations 2,767 - 2,767 5,201 (4,471) 730
OPERATING PROFIT 11,001 (10,058) 943 15,219 (4,471) 10,748
Exceptional items
Gain on disposal of fixed assets - 822 822 - 1,391 1,391
continuing
(Loss)/gain on disposal of business - (2,770) (2,770) - 500 500
(LOSS)/PROFIT BEFORE INTEREST 11,001 (12,006) (1,005) 15,219 (2,580) 12,639
Investment income 1,172 - 1,172 46 - 46
Interest payable and similar charges (1,590) - (1,590) (1,027) - (1,027)
(LOSS)/PROFIT ON ORDINARY ACTIVITIES
BEFORE TAXATION 10,583 (12,006) (1,423) 14,238 (2,580) 11,658
Tax on (loss)/profit on ordinary 4,011 3,926
activities
(LOSS)/PROFIT FOR FINANCIAL YEAR (5,434) 7,732
Dividends on equity shares 6,050 6,024
(LOSS)/PROFIT FOR FINANCIAL YEAR (11,484) 1,708
(Loss)/earnings per ordinary share (4.39p) 6.10p
Diluted (loss)/earnings per ordinary share (4.39p) 6.09p
Earnings per ordinary share before exceptional expenses & gain
on disposal of business 6.95p 9.03p
Dividends per share 5.00p 4.75p
Corporation tax rate excluding exceptional items 25.4% 26.7%
Notes:
1. Earnings per share are calculated on the basis of the weighted
average of 123,689,153 shares in issue (31 December 2000 - 126,828,240).
Diluted earnings per share are calculated on the weighted average on a
diluted basis in accordance with FRS 14 'Earnings Per Share' of 124,680,084
shares. (31 December 2000 - 126,907,178). As the diluted loss per share
reduces the loss per share the original loss per share has been reflected as
the diluted figure in the accounts.
2. The figures for 2001 are extracted from those shown in the statutory accounts
on which the auditors will issue an unqualified report today and which will
not contain a statement under s237(2) or (3) of the Companies Act 1985. The
figures for 2000 are taken from the published accounts. A copy of the full
accounts for that year on which the auditors have also issued an unqualified
report, has been filed with the Registrar of Companies.
Macfarlane Group PLC
31 December 2001
Consolidated balance sheet
As at 31 December As at 31 December
2001 2000
£000 £000
Fixed assets
Intangible assets 19,084 10,316
Tangible assets 39,511 55,404
58,595 65,720
Current assets
Stocks 11,175 13,277
Debtors 37,755 47,287
Current asset investments - 12,279
Cash at bank and in hand 7,501 2,230
56,431 75,073
Creditors: amounts falling due within one year 41,135 68,936
Net current assets 15,296 6,137
Total assets less current liabilities 73,891 71,857
Creditors: amounts falling due after more than one year 1,763 880
Provisions for liabilities and charges 1,209 2,140
Total net assets 70,919 68,837
Operating assets by division
Packaging 68,196 58,523
Plastics - 33,594
Operating assets 68,196 92,117
Net funds/(debt) 2,723 (23,280)
Net assets 70,919 68,837
Notes:
1. Audited accounts will be sent to shareholders on or about 5 April 2002 and
will be available to members of the public at the Company's Registered
Office, 21 Newton Place, Glasgow, G3 7PY from 10 April 2002.
2. The Annual General Meeting will be held on Tuesday 14 May 2002 and the final
dividend payable to shareholders on the register at close of business on 12
April 2002 will be paid on 23 May 2002.
3. The Company has adopted the transitional arrangements of Financial Reporting
Standard 17 and has adopted Financial Reporting Standard 18 in these
accounts, with no effect on the results the current or preceding financial
year. There have been no changes of accounting policies during the year.
Macfarlane Group PLC
Year ended 31 December 2001
Consolidated cash flow statement
Year Year
ended 31 December ended 31 December
2001 2000
£000 £000
Net cash flow from operating activities (see note 1 below) 17,726 16,431
Cash outflow from returns on investments and servicing finance (990) (963)
Tax paid (3,654) (4,593)
Net cash inflow/(outflow) from capital expenditure & financial investment 11,357 (14,083)
Net cash inflow/(outflow) from acquisitions and disposals 16,588 (3,183)
Equity dividends paid (6,230) (5,834)
Net cash inflow/(outflow) before liquid resources and financing 34,797 (12,225)
Management of liquid resources - -
Net cash outflow from financing (7,474) (1,128)
Increase/(decrease) in cash in the period (see note 2 below) 27,323 (13,353)
Notes:
1. Reconciliation of operating profit to net cash flow from
operating activities
Operating profit before exceptional items 11,001 15,219
Gain on disposal of property 822 1,391
Exceptional costs (10,058) (4,471)
1,765 12,139
Depreciation and impairment of tangible assets 6,846 6,590
Amortisation and impairment of intangible assets 6,205 468
Provision against value of investment - 2,526
Gain on disposal of tangible assets (960) (1,391)
Decrease/(increase) in stocks 2,505 (1,062)
Decrease/(increase) in debtors 6,126 (527)
Decrease in creditors (4,761) (2,312)
Net cash inflow from operating activities 17,726 16,431
2. Reconciliation of movement in net debt
Increase/(decrease) in cash in the period 27,323 (13,353)
Cash inflow from decrease in debt and lease financing 1,299 1,128
Cash inflow from decrease in liquid resources - -
28,622 (12,225)
New finance leases (1,925) -
Borrowings acquired with subsidiaries (16) (1,389)
Loan notes issued on acquisition of subsidiary (800) -
Finance leases disposed with business 122 -
Movement in net debt in the period 26,003 (13,614)
Opening net debt (23,280) (9,666)
Closing funds/(net debt) 2,723 (23,280)
Macfarlane Group PLC
Year ended 31 December 2001
Analysis of turnover and profits by division
Year ended 31 December 2001 Packaging Plastics Total
£000 £000 £000
Turnover Continuing 127,385 - 127,385
Discontinued - 37,003 37,003
Acquisitions 32,238 1,574 33,812
159,623 38,577 198,200
Cost of sales 104,666 24,866 129,532
Gross profit 54,957 13,711 68,668
Net overheads 45,901 10,944 56,845
9,056 2,767 11,823
Exceptional restructuring costs (10,058) - (10,058)
Loss on disposal of businesses - (2,770) (2,770)
Loss before interest (1,002) (3) (1,005)
Continuing (2,305) - (2,305)
Discontinued - (6) (6)
Acquisitions 1,303 3 1,306
Loss before interest (1,002) (3) (1,005)
Net interest 361 (779) (418)
(641) (782) (1,423)
Year ended 31 December 2000 Packaging Plastics Total
£000 £000 £000
Turnover 141,375 56,552 197,927
Cost of sales 95,352 34,674 130,026
Gross profit 46,023 21,878 67,901
Net overheads 34,614 16,677 51,291
11,409 5,201 16,610
Exceptional costs - (4,471) (4,471)
Gain on disposal - 500 500
Profit before interest 11,409 1,230 12,639
Net interest (229) (752) (981)
11,180 478 11,658
Macfarlane Group PLC
Year ended 31 December 2001
Segmental information on operating assets by division
31 December 2001 Packaging Plastics Total
£000 £000 £000
Fixed assets
Intangible assets 19,084 - 19,084
Tangible assets 39,511 - 39,511
Total fixed assets 58,595 - 58,595
Stocks 11,175 - 11,175
Debtors 37,755 - 37,755
Current assets 48,930 - 48,930
Creditors 38,120 - 38,120
Net current assets 10,810 - 10,810
Total assets less current liabilities 69,405 - 69,405
Deferred taxation 1,209 - 1,209
Operating assets 68,196 - 68,196
Net funds 2,723 - 2,723
Total net assets 70,919 - 70,919
31 December 2000 Packaging Plastics Total
£000 £000 £000
Fixed assets
Intangible assets 7,419 2,897 10,316
Tangible assets 39,888 15,516 55,404
Total fixed assets 47,307 18,413 65,720
Stocks 9,091 4,186 13,277
Debtors 33,514 13,773 47,287
Current asset investments - 12,279 12,279
Current assets 42,605 30,238 72,843
Creditors 30,411 13,895 44,306
Net current assets 12,194 16,343 28,537
Total assets less current liabilities 59,501 34,756 94,257
Deferred taxation 978 1,162 2,140
Operating assets 58,523 33,594 92,117
Net (debt)/funds 383 (23,663) (23,280)
Total net assets 58,906 9,931 68,837
END
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