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Ultraframe PLC (UTF)

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Tuesday 03 December, 2002

Ultraframe PLC

Final Results

Ultraframe PLC
03 December 2002


FOR RELEASE                          7:00AM                      3 DECEMBER 2002




                         ULTRAFRAME PLC ('Ultraframe')

            PRELIMINARY RESULTS FOR the YEAR ENDED 27 September 2002


Ultraframe announces its preliminary results for the 52 weeks ended 27 September
2002.

Highlights

                                                                            2002         2001       Change

Turnover on continuing operations                                        £145.2m       £95.7m       +51.8%
Operating profit on continuing operations before goodwill
amortisation                                                              £33.5m       £25.6m       +31.0%
Profit before tax, goodwill amortisation and exceptional items            £31.3m       £25.7m       +21.5%
Profit before tax                                                         £27.1m       £24.6m       +10.4%
Earnings per share before goodwill amortisation and exceptional
items                                                                      22.4p        18.9p       +18.2%
Earnings per share                                                         19.4p        17.9p        +8.1%
Dividend per share                                                         10.3p        9.35p       +10.2%


*    Excellent performance despite challenging conditions

*    10% growth in operating profit from UK continuing operations
     
*    Acquisition of Four Seasons earnings enhancing in first full year

*    Strong cash generation has reduced gearing from 55% to 22%

*    Outlook

*    UK sales currently 3% ahead of last year

*    Core sunroom and conservatory sales in North America in line with last year

*    Confident of another year of good progress


For further information contact:

Ultraframe Plc

David Moore (Chief Executive)                        Tel (today):  020 7398 3300
Alan Rothwell (Finance Director)                     (thereafter)  01200 443 311

Beattie Financial
Brian Coleman-Smith / Amanda Sheehy                     Tel:       020 7398 3300



                PRELIMINARY RESULTS FOR THE 52 WEEK PERIOD ENDED
                               27 SEPTEMBER 2002


                              CHAIRMAN'S STATEMENT


It is pleasing to report an excellent year's performance despite the challenging
conditions faced in our markets.  The results include the first full year
contribution from Four Seasons, North America's leading sunroom and conservatory
manufacturer, which we acquired in July 2001.  It is most encouraging to note
the progress made in this business and, as expected, the acquisition has been
earnings enhancing post goodwill amortisation in its first full year. 


Results

Turnover on continuing operations in the year to 27 September 2002 increased to
£145.2m (2001: £95.7m).  Operating profit on continuing operations before
goodwill amortisation rose from £25.6m to £33.5m. Profit before tax, goodwill
amortisation and exceptional items was ahead 21.5% to £31.3m (2001: £25.7m).
Profit before tax after goodwill amortisation and exceptional items was £27.1m
(2001: £24.6m).  Earnings per share before goodwill amortisation and exceptional
items increased by 18.2% to 22.4p (2001:  18.9p).

Strong cash generation continues to be an important feature of our operations,
with a cash inflow from operating activities of £39.6m (2001: £28.2m) resulting
in gearing falling from 54.8% at the end of last year to 21.5%.


Dividend

The Board proposes a final dividend of 7.3p per share (2001: 6.65p) to be paid
on 30 January 2003 to shareholders on the register at 20 December 2002.  This,
together with an interim dividend of 3.0p per share paid on 24 June 2002, makes
a total dividend for the year of 10.3p per share, an increase of 10.2% on last
year.  This is in line with our policy of declaring a dividend which is not less
than twice covered by earnings before goodwill amortisation and exceptional
items.


Business Overview

Our strategy is focused on delivering growth from our core UK and North American
markets. This strategy has underpinned our excellent performance this year and
leaves the Group well placed to take advantage of the strong demand for our
products in both territories.

The main emphasis for the UK business in the past year has been on investment to
improve margins and to achieve a significant reduction in lead times in
supplying our products.  We are therefore pleased to report that in the UK
operating profit on continuing operations rose strongly by 10.3%.  Looking
forward, the capital expenditure programme is increasing with significant
investment in operational information systems, supply chain and a major emphasis
on new product innovations.  We continue to believe that the market potential
across all our product range remains strong.

In North America, our focus in the immediate post acquisition period was to
secure the successful integration of Four Seasons.  Four Seasons was integrated
in line with plan and the new management team has made excellent progress in
restructuring the business.  The engineering capability of the business has been
strengthened and the sales and marketing programmes reinvigorated, whilst the
franchisee network has been extended and improved.  The process of upgrading
enterprise wide information systems will continue into 2003. The programme to
enhance and extend the product range, including incorporating some Ultraframe
products, will take another 12 months to be fully implemented. The progress made
to date, together with the importance of the market leading brand name of Four
Seasons, gives an excellent platform for growth in a market which we believe
offers significant potential for the Group.

On 18 November 2002, after the financial year end, we announced the disposal of
Ultraspan Limited, our UK commercial glazed enclosure operation, to Ultraspan's
management team.  Although progress had been made in improving Ultraspan's
performance, the Board concluded that the disposal will allow us to better focus
on the core domestic and light commercial range of conservatories, sunrooms and
enclosures in our major UK and North American markets.


Board and Employees

During the year, the Board was enhanced by the appointments of Vanda Murray OBE
as a non-executive Director and Alan Rothwell as Group Financial Director.  With
a strengthened Board in place, our founder and executive Vice-Chairman, John
Lancaster, has expressed his wish to step back from executive responsibility and
proposes to become non-executive following the AGM in January 2003.  John will
continue his close commitment to the business, making a valuable contribution to
marketing, product development and strategic issues.

Once again, I would like to record the Board's thanks for the efforts and
commitment of all employees worldwide who have ensured that the Group has
continued to make excellent progress.


AGM

We are holding our Annual General Meeting at our Clitheroe Headquarters on
Friday, 24 January 2003 and, as is our custom, we would like to encourage as
many shareholders as possible to attend the meeting.  As well as offering the
opportunity to meet with directors and senior management, a tour of the factory
and offices will be arranged for any interested shareholders.


Outlook

In the UK, turnover on continuing operations to date in the new financial year
is 3% ahead of last year's excellent start.  In North America, sales in our core
sunroom and conservatory business in the first two months of 2002/3 are in line
with the comparable period.

Although the major economies in which we are established are growing at only
modest rates overall, the sectors in which we operate provide better long term
growth potential.  We are pleased with the achievements made and, with our
emphasis on investing in product development and customer support, we are
confident of another year of good progress.


Rod Sellers
Chairman
3 December 2002



                                OPERATING REVIEW

UK

In the year under review, sales on continuing operations grew by 7.8% to £ 90.5m
in line with our expectations.  The UK business experienced strong growth in
first half sales of 11.6%, but this was set against a severely weather impacted
first half in 2001 in which sales grew modestly by 1.4%.  As indicated in our
interim results announcement in May, sales growth moderated in the second half
although we experienced our normal seasonal uplift.  Sales rose by 5.0% in the
second half of the year building on a stronger prior year growth comparator of
5.8%.

Gross margin increased to 53.3% (2001: 52.0%) through operational efficiencies
arising from the prior year's capital investments and improved purchasing.  A
number of new initiatives introduced in the year, including improved operational
workflows and the removal of non-value-added activities, further benefitted
margin.

Operating profit on continuing operations for the year rose from £25.3m to
£27.9m, an increase of 10.3%.  We expect our continuing programme of revenue and
capital investment to further improve efficiency and support planned growth.
For example, a significant investment in process improvement led to the
introduction in Spring 2002 of a new market leading benchmark of a '5 day lead
time' for our custom pre-fabricated roofs. By halving the lead time in the
supply of pre-fabricated custom made conservatory roof products, we have
improved customer service and capacity whilst reducing labour content.

Our marketing and R & D activities have been upgraded in line with our ongoing
commitment to new product introductions and we have continued to strengthen our
trading relationships with customers. New products introduced during the year
included UltraselectTM, ConservaflashTM and ConservaglassTM. These innovative
products allow homeowners to tailor their conservatory into a unique offering
and have been extremely well received by customers and consumers alike.  We
continue to monitor and vigorously defend our extensive patent and intellectual
property portfolio.  These initiatives are key in further strengthening our
market leading position.

Export sales to Europe of £1.0m are included in these results.  Good progress
has been made in the year in developing market potential in France although our
focus remains on delivering growth in the UK and North American markets.

Ultraframe's principal focus in the UK is the residential market for
conservatories, which is linked closely to the home improvement sector. Home
improvement expenditure has remained strong to date with consumers continuing to
improve and add value to their homes. The UK domestic conservatory market
continues to grow from a relatively modest base.  With conservatory
installations currently running at a rate of only 200,000 per annum and 15%
penetration of the current addressable market of some 12 million single-family
owner occupied properties, we remain confident in the significant long term
potential of the market.


North America

The successful execution of the Group's long term North American strategy will
depend upon the development of both the Four Seasons and Ultraframe North
America distribution channels.

Four Seasons has a strong consumer brand, a comprehensive range of innovative
products and an extensive distribution network. The business is close to the end
consumer, selling its complete sunroom and conservatory products (roofing system
and side frames) through over 340 franchisees and dealers in North America. Our
franchisees and dealers have well-established relationships in local markets
with homeowners, installers, architects and other industry participants.  In
offering a complete sunroom and conservatory package through our extensive
distribution network, we are confident in our ability to drive market growth and
development.

In its first full year following acquisition in July 2001, Four Seasons traded
in line with our original expectations, a very good performance given the
challenging and uncertain economic conditions.  Sales for the year ended 27
September 2002 amounted to $79.4m (£54.0m), 1.5% ahead of the comparable period
on an underlying basis.  First half sales of $33.8m (£23.6m) increased to $45.6m
(£30.4m) in the second half of the year, reflecting the normal seasonal sales
pattern.  As expected, the acquisition has been earnings enhancing, post
goodwill amortisation, in its first full year under our ownership.

First half gross margin of 40.3% rose in the second half to 41.6% (2001: 41.5%),
resulting in a full year margin of 41.0%.  The gross margin improvement in the
second half, like that in our UK business, benefitted from higher sales volume
related efficiencies.   During the year, we have created a well-resourced
engineering function to stimulate product enhancement and new product
development.  To support this initiative, we plan to invest in capital plant to
increase automation and improve operational efficiency.  We therefore expect
gross margin to rise over the medium term.

Operating profit before goodwill amortisation amounted to $12.0m (£8.2m),
compared with $2.6m (£1.8m) for the 11 week period last year.  This is after
charging integration costs of $1.1m (£0.7m) for the year under review.  A high
degree of cost control and focus has been exercised by the management team to
achieve these results.  The second half of the financial year saw a large
investment in the engineering and sales and marketing functions.  In sales and
marketing, our initiatives were aimed at stimulating consumer demand for our
products, through focused national, regional and local advertising.  We have
supported and partnered more closely with our franchisees and dealers,
strengthening the franchisee network and increasing our geographic
representation.

The full year impact of the increase in our engineering and sales and marketing
overheads, combined with further planned revenue expenditure in the current
year, will moderate growth in operating margin in the short term.  However, this
significant investment is necessary to support the planned growth in the
business and we expect operating margin to grow over the medium term.  The
current year will see further revenue investment in developing our franchisee
and dealer base and expansion of our operations into Western and Southern
states, where we are currently under represented.  In addition, new product
development and gaining of building code approvals are further important
initiatives in 2003. We plan to downscale the level of activity in our US
commercial division in 2003 (Turnover 2002: $3.3m) to focus on smaller light
commercial projects, as we have done in the UK.

Unlike the Four Seasons' distribution network, Ultraframe North America focuses
on supplying Ultraframe's conservatory products to trade customers rather than
directly to end consumers.  Ultraframe North America, which became a wholly
owned subsidiary in July 2001, recorded further improvement in the year with
like for like sales rising by 38% to Cdn $1.6m (£0.7m) and an operating loss
more than halved on a like for like basis to Cdn $ 1.2m (£0.5m).  We continue to
build on the infrastructure established in Toronto supplying Ultraframe's
roofing systems to window fabrication companies and existing conservatory and
sunroom manufacturers in North America. During the year, we have further
strengthened the management team including the appointment of a new Managing
Director with a strong background in the glazing industry.

In the current year, the product range will be extended to include a complete
conservatory offering including sideframes.  Ultraframe North America will
continue to work more closely with Four Seasons and in 2003 the Ultraframe
roofing system will be introduced into the Four Seasons range.

As in the UK, our North American businesses are linked directly to the
remodelling (home improvement) market.  This market has demonstrated consistent
growth in the US since 1984.  The 'additional expenditures' segment in which
sunrooms and conservatories reside has demonstrated an exceptional compound
annual growth rate of 7.2% from 1984 up to 2000, albeit from an extremely low
base.  Historically, this sector has proved to be less cyclical and less
volatile than the new house construction market. The increasing trend towards
more space and light in North American homes, with home sizes increasing and the
number and size of windows also rising, underpins our belief that this sector
offers considerable long term growth potential.


David Moore
Chief Executive
3 December 2002


                                FINANCIAL REVIEW

Group results

Our North American business now represents 38% of Group turnover from continuing
operations, compared with 12% last year. Gross profit margin from continuing
operations in our UK business rose to 53.3%, whilst gross margin in North
America was broadly in line with last year on a comparable basis at 40.9%.  The
increased proportion of Group turnover attributable to our lower margin North
American business has resulted in a reduction in overall gross margin from
continuing operations from 50.7% to 48.6%.  We plan to grow gross margin in
North America over the medium term as set out in the Operating Review.

Operating margin on continuing operations before amortisation of goodwill and
exceptional items increased from 30.1% to 30.8% in the UK and improved slightly
to 14.0% (2001:13.9%) in North America.

The goodwill charge increased from £0.9m to £4.4m, mainly due to a first full
year goodwill amortisation relating to Four Seasons of £3.6m compared with £0.8m
in the prior year.  Goodwill charged in arriving at Group operating profit also
includes an exceptional charge of £0.7m relating to impairment of the goodwill
attributable to Ultraspan.


Interest

Net interest payable amounted to £2.0m during the period under review compared
with net interest receivable of £0.9m in the prior period.  Within this,
interest receivable fell from £1.5m to £0.5m as result of lower prevailing
interest rates in the UK economy and lower average cash balances.  Cash balances
of £27.4m were utilised as part of the overall financing arrangements for the
acquisition of Four Seasons in July 2001.  Interest payable rose by £1.9m to
£2.5m, reflecting full year debt financing costs relating to Four Seasons.

Net interest payable for the year under review was covered 16.9 times by
operating profit on continuing operations before goodwill amortisation and
exceptional items.


Taxation

The tax charge of £8.3m represents an effective tax rate of 30.6% on pre tax
profit for the year, compared with 31.7% in the prior year.  The  lower
effective tax rate reflects the release of prior year over provisions.  The
adoption during the year of the accounting standard FRS19 on deferred tax has
not had a significant impact on the financial statements.  The Group expects the
effective tax rate in the foreseeable future to be in the range of 30.0% to
31.5%.


Cash flow

Cash flow from operating activities increased from £28.2m to £39.6m, reflecting
the strong underlying cash generative position of the enlarged Group.

Cash outflow on capital expenditure rose by £0.8m to £3.6m, comprising £2.1m in
the UK and £1.5m in North America.  This compares with a depreciation charge for
the year of £4.1m (2001: £2.7m).

We plan a capital investment spend of some £6m in 2002/3 to support the
development and expansion of our UK and North American businesses.  Budgeted
capital expenditure in the UK is £4m and £2m in North America.

Other cash receipts during the year include £3m as a result of the agreement of
the completion accounts prepared for Four Seasons as at the acquisition date.

Cash inflow before financing and management of liquid resources amounted to
£20.6m, after the payment of interest, taxation and dividends.

Net debt at the financial year end was £16.3m, representing gearing of 21.5%
down from 54.8% at September 2001.  Net debt was reduced by £21.9m during the
year.  This reflects a positive cash flow of £20.6m, together with a foreign
exchange reduction of £1.3m in dollar denominated North American net debt
attributable to the depreciation of the US dollar during the period under
review.


Shareholder return

Earnings per share before goodwill amortisation and exceptional items increased
by 18.2% to 22.4 pence for the year as a whole.  The full year dividend is
covered 2.17 times by earnings before goodwill amortisation and exceptional
items.

Shareholders' funds increased from £69.8m to £76.1m at the financial year end.


Accounting standards

The Group contributes to employee personal pension plans and other similar US
retirement plans.  The accounting standard FRS17 'Retirement Benefits' has no
impact on the financial statements of the Group as the Group does not operate a
defined benefits pension scheme.  The Group has adopted FRS19 'Deferred Tax'
during the period but it has not had a significant impact on the Group's
financial statements.


Post balance sheet event

On 18 November 2002, the Group announced the disposal of Ultraspan Limited to
Ultraspan Limited's management team for a cash consideration of £0.2m.

The relevant net assets of Ultraspan Limited at 27 September 2002 were £0.8m.
The disposal is expected to result in a non-operating exceptional loss on
disposal of approximately £0.7m in the financial year ending September 2003.  In
addition, a £0.7m operating exceptional write down of goodwill attributable to
Ultraspan Limited is reported in the period under review.  The relevant trading
results of Ultraspan Limited are disclosed as discontinued activities for the
financial year ended 27 September 2002 and the comparable period (Turnover 2002:
£4.2m, 2001: £5.0m, Operating loss before goodwill amortisation 2002: £0.3m,
2001: £0.3m).

The Group has retained the right to design, fabricate and supply roofs and
portal frames to the light commercial glazed enclosures market for third party
installation.  The operating results relating to the small activity retained are
included in continuing operations for the year under review and the comparable
period (Turnover 2002: £0.4m, 2001: £0.2m, Operating loss 2002: £0.3m, 2001:
£0.3m).  This activity will be absorbed by Ultraframe UK in 2003, resulting in
improved operational efficiency.


Alan Rothwell
Group Finance Director
3 December 2002


CONSOLIDATED PROFIT AND LOSS ACCOUNT
for the 52 weeks ended 27 September 2002


                                                          2002                 2002         2002          2001
                                               Before goodwill             Goodwill        Total         Total
                                              amortisation and     amortisation and
                                             exceptional items    exceptional items
                                     Note                £'000                £'000

                                                                                           £'000         £'000
Turnover
Continuing operations                 2,3              145,232                    -      145,232        95,690
Discontinued operations               2,3                4,169                    -        4,169         5,010
                                                       149,401                    -      149,401       100,700
Cost of sales                                         (77,819)                    -     (77,819)      (51,567)
                                                      --------             --------     --------      --------

Gross profit                                            71,582                    -       71,582        49,133
Distribution costs                                     (2,928)                    -      (2,928)       (2,573)
Administrative expenses
 before goodwill amortisation                         (35,410)                    -     (35,410)      (21,277)
Goodwill amortisation                 2,6                    -              (4,440)      (4,440)         (878)
                                                      (35,410)              (4,440)     (39,850)      (22,155)
                                                      --------             --------     --------      --------
Operating profit/(loss)
Continuing operations                 2,3               33,501              (3,670)       29,831        24,797
Discontinued operations               2,3                (257)                (770)      (1,027)         (392)
                                                        33,244              (4,440)       28,804        24,405
Share of operating loss
  in joint venture                      4                    -                    -            -         (459)
                                                      --------             --------     --------      --------
Total operating profit                                  33,244              (4,440)       28,804        23,946

Interest receivable
 and similar income                                        529                    -          529         1,516
Movements on investments
(exceptional item)
                                        6                    -                  298          298         (298)
Interest payable
 and similar charges                    5              (2,512)                    -      (2,512)         (605)
                                                      --------             --------     --------      --------
Profit/(loss) on ordinary
activities before taxation                              31,261              (4,142)       27,119        24,559
                                                 
Tax on profit/(loss) on
ordinary activities                     7              (9,529)                1,227      (8,302)       (7,779)

                                                     ---------           ----------    ---------     ---------

Profit/(loss) on ordinary
activities after taxation                               21,732              (2,915)       18,817        16,780
                                                      

Dividends                               9             (10,011)                    -     (10,011)       (8,953)
                                                     ---------           ----------   ----------    ----------
Retained profit for the period                          11,721              (2,915)        8,806         7,827

                                                     =========           ==========   ==========    ==========

Earnings per ordinary share
Basic                                   8                    -                    -        19.4p         17.9p
Diluted                                 8                    -                    -        19.4p         17.9p
Earnings per ordinary share
before goodwill amortisation
and exceptional items
Basic                                   8                22.4p                    -            -         18.9p
Diluted                                 8                22.4p                    -            -         18.9p



CONSOLIDATED BALANCE SHEET
as at 27 September 2002
                                                                   Note                2002                2001
                                                                                      £'000               £'000

Fixed assets
Intangible assets                                                    10              65,162              76,886
Tangible assets                                                                      25,794              26,966
Investment in own shares                                              6                 482                   -
                                                                                  ---------           ---------
                                                                                     91,438             103,852
                                                                                  ---------           ---------
Current assets
Stocks                                                                                8,912               9,057
Debtors                                                                              23,805              21,674
Investment in own shares                                              6                   -                 736
Cash at bank                                                                         24,064              11,428

                                                                                  ---------           ---------
                                                                                     56,781              42,895

Creditors:  amounts falling due within one year                                    (37,063)            (32,837)

                                                                                  ---------           ---------

Net current assets                                                                   19,718              10,058

                                                                                  ---------           ---------

Total assets less current liabilities                                               111,156             113,910
Creditors : amounts falling due in more than one year                              (33,355)            (42,464)
Provisions for liabilities and charges                                              (1,681)             (1,654)

                                                                                  ---------           ---------

Net assets                                                                           76,120              69,792

                                                                                  =========           =========

Capital and reserves
Called up share capital                                                              24,347              24,347
Share premium account                                                                15,824              15,824
Merger reserve                                                                           14                  14
Profit and loss account                                                              35,935              29,607

                                                                                  ---------           ---------

Equity shareholders' funds                                                           76,120              69,792

                                                                                  =========           =========


CONSOLIDATED CASH FLOW STATEMENT
for the 52 weeks ended 27 September 2002

                                                                             Note         2002         2001
                                                                                         £'000        £'000

Cash inflow from operating activities                                          13       39,574       28,219


Returns on investments and servicing of finance
Interest received                                                                          492        1,967
Interest paid                                                                          (2,452)        (470)

                                                                                     ---------    ---------
Net cash (outflow)/inflow from returns on investments and servicing of
finance                                                                                (1,960)        1,497
                                                                                      

Taxation                                                                               (7,741)      (8,476)

Capital expenditure
Purchase of tangible fixed assets                                                      (3,598)      (2,807)
Sale of tangible fixed assets                                                              100          106
Sale of own shares                                                                         552            -

                                                                                     ---------    ---------
Net cash outflow from capital expenditure                                              (2,946)      (2,701)

Acquisitions and disposals
Purchase of subsidiaries                                                       11        2,996     (92,034)
Net funds acquired with subsidiaries                                                         -          150
Loans to joint ventures                                                                      -        (481)

                                                                                     ---------    ---------
Net cash inflow/(outflow) from acquisitions and disposals                                2,996     (92,365)

Equity dividends paid                                                                  (9,366)      (8,443)

                                                                                     ---------    ---------

Cash inflow/(outflow) before management of liquid resources and financing   14,15       20,557     (82,269)

                                                                                     ---------    ---------
Management of liquid resources

Transfer of cash to deposits                                                          (12,397)            -


Financing
Issue of ordinary share capital                                                              -       14,438
New loans received                                                                           -       50,096
Repayment of loan                                                           14,15      (7,700)         (32)
Capital element of finance lease rental payments                                             -         (43)

                                                                                     ---------    ---------
Net cash (outflow)/inflow from financing                                               (7,700)       64,459

                                                                                     ---------    ---------
Increase/(decrease) in cash in the period                                   14,15          460     (17,810)

                                                                                     =========    =========

CONSOLIDATED STATEMENT
OF TOTAL RECOGNISED GAINS AND LOSSES
for the 52 weeks ended 27 September 2002

                                                                                 2002          2001
                                                                                £'000         £'000

Profit for the period                                                          18,817        16,780


Exchange differences on foreign currency net investments                      (2,724)       (2,091)


Taxation credit in respect of exchange differences on loans used to hedge
overseas net investment                                                           246           200
                                                                               
                                                                            ---------     ---------
Total gains and losses relating to the period                                  16,339        14,889

                                                                            =========     =========



RECONCILIATION OF MOVEMENT IN SHAREHOLDERS' FUNDS
for the 52 weeks ended 27 September 2002

                                                                                        2002          2001
                                                                                       £'000         £'000

Profit for the period                                                                 18,817        16,780
Dividends                                                                           (10,011)       (8,953)

                                                                                  ----------    ----------
Retained profit for the period                                                         8,806         7,827


Shares issued to the vendors of the Four Seasons Group on subscription                     -        14,161
Shares issued to the QUEST                                                                 -           237
Charge in respect of shares issued to the QUEST                                            -          (65)
Currency exchange differences on foreign currency net investment                     (2,724)       (2,091)
Taxation credit in respect of exchange differences on loans used to hedge
overseas net investments                                                                 246           200

                                                                                  ----------    ----------

Net addition to shareholders' funds                                                    6,328        20,269

Opening shareholders' funds                                                           69,792        49,523
                                                                                  ----------    ----------
Closing shareholders' funds                                                           76,120        69,792

                                                                                  ==========    ==========


                       NOTES TO THE FINANCIAL STATEMENTS



(1) Basis of preparation

The financial information set out above does not comprise full accounts within
the meaning of Section 240 of the Companies Act 1985.  The financial information
contained in this announcement in respect of the 52 weeks ended 27 September
2002 and 52 weeks ended 28 September 2001 has been extracted from the financial
statements which have been audited and reported upon without qualification by
KPMG Audit Plc and did not contain a statement under Section 237 (2) or (3) of
the Companies Act 1985.  The 2001 accounts have been filed with the Registrar of
Companies, and the 2002 accounts will be filed in due course.

The Group contributes to employee personal pension plans and other similar US
retirement plans.  The accounting standard FRS17 'Retirement Benefits' has no
impact on the financial statements of the Group as the Group does not operate a
defined benefits pension scheme.  The Group has adopted FRS19 'Deferred Tax'
during the period but it has not had a significant impact on the Group's
financial statements.


(2) Segmental information

In the directors' opinion, all profit and turnover arises from one class of
business, that being the specialist design and manufacture of conservatory
systems for domestic and light commercial applications and may be analysed by
geographical market as follows:


                                                            Note                2002                 2001
                                                                               £'000                £'000

Turnover
By origin
United Kingdom                                                                90,534               83,982
North America                                                                 54,698               11,708
                                                                          ----------           ----------
Total continuing operations                                    3             145,232               95,690
Discontinued operations (United Kingdom)                       3               4,169                5,010
                                                                          ----------           ----------
                                                                             149,401              100,700

                                                                          ==========           ==========

By destination
United Kingdom                                                                89,493               82,690
Rest of Europe                                                                 2,291                1,392
North America                                                                 53,187               11,419
Rest of World                                                                    261                  189
                                                                          ----------           ----------
Total continuing operations                                                  145,232               95,690
Discontinued operations (United Kingdom)                                       4,169                5,010
                                                                          ----------           ----------
                                                                             149,401              100,700

                                                                          ==========           ==========

(2) Segmental information (continued)

                                                                2002              2002         2002       2001
                                                     Before goodwill          Goodwill        Total      Total
                                                    amortisation and  amortisation and
                                                   exceptional items exceptional items

                                             Note
                                                                £000              £000         £000       £000
Profit on ordinary activities before
interest and taxation
By origin
United Kingdom                                                27,880                 -       27,880     25,275
North America                                                  7,665           (3,670)        3,995        864
Central costs                                                (2,044)                 -      (2,044)    (1,342)
                                                           ---------         ---------    ---------   --------
Total continuing operations                     3             33,501           (3,670)       29,831     24,797
Discontinued operations
 (United Kingdom)                               3              (257)             (770)      (1,027)      (392)
Loss from joint venture
 (North America)                                                   -                 -            -      (459)
                                                           ---------         ---------    ---------   --------
                                                3             33,244           (4,440)       28,804     23,946
                                                           ---------         ---------
Movements on investments                                                                        298      (298)
Net interest (payable)/receivable                                                           (1,983)        911
                                                                                          ---------   --------
Profit on ordinary activities before
taxation                                                                                     27,119     24,559

                                                                                          =========   ========


Goodwill amortisation on discontinued operations in 2002 includes £705,000
charged as an exceptional item in arriving at operating profit (note 6).

                                                                                       2002              2001
                                                                                       £000              £000
Operating net assets
By origin
United Kingdom                                                                       24,105            28,443
North America                                                                        72,587            83,453
                                                                                  ---------         ---------
                                                                                     96,692           111,896
                                                                                  ---------         ---------
Net borrowings                                                                     (16,341)          (38,231)
Corporation and deferred taxation                                                   (4,713)           (4,609)
Investments                                                                             482               736
                                                                                  ---------         ---------
Shareholders' funds                                                                  76,120            69,792

                                                                                  =========         =========

(3) Analysis of continuing and discontinued operations


                                                      2002                                   2001
                            Note         Cont      Discont        Total         Cont      Discont        Total
                                         £000         £000         £000         £000         £000         £000

Turnover                       2      145,232        4,169      149,401       95,690        5,010      100,700
Cost of sales                        (74,608)      (3,211)     (77,819)     (47,179)      (4,388)     (51,567)
                                    ---------    ---------    ---------    ---------    ---------    ---------
Gross profit                           70,624          958       71,582       48,511          622       49,133
Distribution costs                    (2,840)         (88)      (2,928)      (2,497)         (76)      (2,573)
Administrative expenses
before goodwill
amortisation                         (34,283)      (1,127)     (35,410)     (20,448)        (829)     (21,277)
                                    
                                    ---------    ---------    ---------    ---------    ---------    ---------
Operating profit/(loss)
before goodwill
amortisation                   2       33,501        (257)       33,244       25,566        (283)       25,283
                               
Goodwill amortisation
(included within
administrative
expenses)                      2      (3,670)        (770)      (4,440)        (769)        (109)        (878)
                                    ---------    ---------    ---------    ---------    ---------    ---------
Operating   profit/
(loss)                        2       29,831      (1,027)       28,804       24,797        (392)       24,405
                                    ---------    ---------    ---------    ---------    ---------    ---------



Following the financial year end, the Group announced the disposal of Ultraspan
Limited on 18 November 2002.  Following this divestment, the relevant operating
results of Ultraspan Limited have been included in discontinued operations for
the year under review and the comparative period.

Continuing operations for the year ended September 2002 and the comparable
period include the small operating activity of Ultraspan that has been retained
by the Group.  The related turnover and operating loss recorded by this retained
activity is £404,000 and £278,000 respectively in 2002 and £241,000 and £322,000
respectively in the prior period.


(4) Share of losses from joint venture

Following the acquisition of the remaining 50% of Ultraframe North America
(formerly Royal Ultraframe) in July 2001, the operating results of this company
were consolidated in full in Group operating results for the year ended 28
September 2002 (turnover £0.7m, operating loss £0.5m).  In the comparative
period, the trading performance of this business was reported on an equity
accounting basis up to June 2001 and accordingly, only 50% of the results
(represented by turnover £0.2m, operating loss £0.5m) were reported in the Group
profit and loss account as a separately disclosed item below Group operating
profit.  In the remaining period to September 2001 the operating results
(turnover £0.2m, operating loss £0.2m) were consolidated in Group operating
profit.


(5) Interest

In January 2002, the Group entered into a fixed interest rate swap on its US
dollar denominated bank borrowings.  The interest rate on the outstanding $49.0m
loan facility repayable over the period to June 2006 was fixed at 4.59% plus a
margin for the duration of the loan.  The Group also effectively fixed the
interest rate on the outstanding £8.8m Sterling denominated loan at a rate of
3.98% plus a margin until March 2003.  The specified margins under these
arrangements are in the range of 1.5% to 0.9%.


(6) Exceptional items

                                                                                2002                2001
                                                                                £000                £000
Operating exceptional item
Impairment of Ultraspan goodwill                                               (705)                   -
Non-operating exceptional item
Movements on investments                                                         298               (298)
                                                                           ---------           ---------
Total exceptional items before taxation                                        (407)               (298)
                                                                           =========           =========


In light of operating losses for Ultraspan Limited, the directors reviewed the
carrying value of fixed assets for impairment in line with the requirements of
FRS 11: Impairment of fixed assets and goodwill.  Following this review,
goodwill acquired on the acquisition of Robinsons Design and Build Limited and
Collis Structural Designs Limited in September 2000 has been written down to the
higher of net realisable value and value in use. Value in use was calculated
with reference to management approved forecasts for the period ended September
2003 with nil growth rate assumed beyond this date.  A discount rate of 14% was
used, being the estimated pre-tax weighted average cost of the capital of the
Group, as adjusted for the risks associated with the Ultraspan business.
Accordingly, an exceptional charge of £705,000 has been recorded in arriving at
operating profit in order to write down the carrying value of goodwill to £nil.
The Group subsequently announced the disposal of Ultraspan Limited on 18
November 2002 and, as a result, this exceptional charge relates to discontinued
operations.

At 28 September 2001 the Qualifying Share Ownership Trust ('QUEST') held 420,286
shares and the closing mid-market price was £1.75 which was below the previous
carrying value of £2.46, being the amount expected to be recoverable from option
holders on exercise.  Accordingly the carrying value was written down during the
last financial year by £298,000 to £736,000.  During the period to 29 March
2002, 220,660 shares held by the QUEST have been issued to employees to satisfy
options at £2.46 per share.  At 29 March 2002, the QUEST held 199,626 shares and
the mid-market price was £3.19 compared with £2.46, being the estimated net
realisable value by a comparison of market and option prices.  Accordingly, the
carrying value has been written up by £142,000 to £492,000 being the estimated
net realisable value.  Together with the gain realised on the shares issued to
employees, the total non-operating exceptional credit for the period is
£298,000.  The investment was transferred to fixed assets at 29 March 2002 in
recognition of the maturity profile of related outstanding SAYE options.
Accordingly, no gain or loss has been recorded in the subsequent period to 27
September 2002.  A further 3,963 shares were issued by the QUEST to employees
during the second half of 2001/2.  Accordingly, at 27 September 2002 the QUEST
held 195,663 shares at £2.46 per share resulting in a carrying value in the
balance sheet of £482,000.


(7) Taxation
                                                                               2002                 2001
                                                                              £'000                £'000
UK Corporation tax
Current tax on income for period                                              8,048                7,720
Adjustment in respect of prior periods                                        (511)                (132) 

                                                                            -------              -------      

                                                                              7,537                7,588

Foreign tax                                                                     329                  (6)


Deferred tax                                                             
Origination/reversal of timing differences                                      447                  141
Adjustment to previous periods                                                 (11)                   56
                                                                           --------             --------
                                                                                436                  197
                                                                           --------             --------
                                                                              8,302                7,779

                                                                           ========             ========


The tax charge of £8,302,000 represents an effective tax rate of 30.6% on
pre-tax profit for the year, compared with 31.7% in the prior year.


(8) Earnings per share

Earnings per share has been calculated by dividing the consolidated profit after
tax attributable to ordinary shareholders by the weighted average number of 25p
ordinary shares in issue during the period.  In order to indicate the underlying
profitability of the Group and the effect of goodwill amortisation and
exceptional items on the reported earnings, earnings per share has also been
calculated using the consolidated profit after taxation before these items.

Diluted earnings per share has been calculated, on the same basis as the above,
except that the weighted average number of ordinary shares that would be issued
on the conversion of all the dilutive potential ordinary shares (arising from
the Group's share option schemes) into ordinary shares has been added to the
denominator.  There are no changes to the profit (numerator) as a result of the
dilutive calculation.

The earnings per share information has been calculated as follows:


                                                               2002                   2001
                                                        Earnings     Earnings     Earnings   Earnings
                                                       after tax    per share    after tax  per share
                                                           £'000            p        £'000          p
Profit on ordinary activities after taxation before
goodwill amortisation and exceptional items               21,732         22.4       17,730       18.9
Goodwill amortisation (net of tax)                       (3,213)        (3.3)        (652)      (0.7)
Non-operating exceptional item                               298          0.3        (298)      (0.3)
                                                       ---------    ---------    ---------  ---------
Profit on ordinary activities after taxation and
attributable to ordinary shareholders                     18,817         19.4       16,780       17.9
                                                       ---------    ---------    ---------  ---------
                                                        
                                                              No                        No

                                                             000                       000
Weighted average number of 25p ordinary shares in
issue                                                     97,107                    93,613
Effect of dilutive potential ordinary shares                 113                       216
                                                       ---------                 ---------
Weighted average number of 25p ordinary shares in
issue plus assumed conversion                             97,220                    93,829
                                                       ---------                 ---------
                                                        


The above calculation excludes shares held by the QUEST in accordance with FRS
14.

Following the acquisition of Four Seasons in July 2001, 4,079,000 ordinary
shares were issued to the vendors of Four Seasons on subscription.


(9) Dividends

The Board has proposed a final dividend of 7.3 pence per share (2001: 6.65
pence) to be paid on 30 January 2003 to shareholders on the register at 20
December 2002.  This, together with an interim dividend of 3.0 pence per share
(2001: 2.7 pence) paid on 24 June 2002, makes a total dividend for the year of
10.3 pence per share (2001: 9.35 pence).


(10) Goodwill

                                                                                                  £000
Cost
At beginning of period                                                                          77,764
Reduction in goodwill arising on acquisition of Four Seasons                                   (3,172)
Reduction in contingent consideration for Ultraspan                                              (500)
Exchange difference                                                                            (3,788)
                                                                                             ---------
At 27 September 2002                                                                            70,304
                                                                                             ---------
Amortisation
At beginning of period                                                                             878
Charge for period                                                                                3,735
Impairment of goodwill in Ultraspan                                                                705
Exchange difference                                                                              (176)
                                                                                             ---------
At 27 September 2002                                                                             5,142
                                                                                             ---------
Net book value

At 27 September 2002                                                                            65,162
                                                                                             ---------
At 28 September 2001                                                                            76,886
                                                                                             ---------


The reduction in goodwill arising on acquisition of the Four Seasons Group is
detailed in note 11.

Contingent consideration was payable over the two financial years following the
acquisition of Robinsons Design and Build Limited and Collis Structural Designs
Limited, dependent on the achievement of certain commercial objectives by
Ultraspan.  The contingent consideration has been eliminated in line with the
current year's performance of Ultraspan.

Goodwill arising on acquisitions prior to April 1998 was written off to
reserves.  Goodwill arising on subsequent acquisitions is capitalised and
amortised over its estimated useful life, which is 20 years.


(11) Purchase of business

On 16 July 2001, the Group acquired the whole of the Four Seasons Group.  The
transaction is summarised below:

                                                       Fair value          Fair value      Revised Fair
                                                      reported in         adjustments             Value
                                                             2001                £000              £000
                                                             £000
Book values on acquisition
Tangible fixed assets                                       8,535                   -             8,535
Stocks                                                      5,954                   -             5,954
Debtors                                                     4,757                 176             4,933
Cash                                                           76                   -                76
Creditors                                                 (4,764)                   -           (4,764)
Provisions                                                (1,063)                   -           (1,063)
                                                        ---------           ---------         ---------
Net assets acquired at Fair value to Group                 13,495                 176            13,671
                                                        ---------           ---------
Goodwill                                                                                         75,336
                                                                                              ---------
Total purchase price                                                                             89,007
                                                                                              =========
Satisfied by
Cash consideration                                                                               85,777
Acquisition costs                                                                                 3,230
                                                                                              ---------
                                                                                                 89,007
                                                                                              =========
The fair value adjustment relates to New York State tax.

The total purchase price paid at 28 September 2001 was £92,003,000 comprising a
cash consideration of £88,840,000 and acquisition costs of £3,163,000. This
resulted in goodwill on acquisition of £78,508,000 based on fair value reported
in 2001 of £13,495,000.  The cash consideration payable has subsequently been
reduced in the period ended 27 September 2002 by £3,063,000 as a result of the
agreement of the completion accounts prepared as at the acquisition date.
Related acquisition costs have subsequently increased by £67,000 mainly due to
the completion accounts process. Overall, the total purchase price has been
reduced by £2,996,000.  As a result, goodwill arising on acquisition has been
reduced by £3,172,000, reflecting the reduction in total purchase price and the
fair value adjustment of £176,000 in the above table.


(12) Exchange rates

The principal exchange rates used were as follows:

                                                            Average                   Closing
                                                           2002       2001          2002          2001

US dollar                                                  1.47       1.45          1.55          1.47
Canadian dollar                                            2.31       2.22          2.45          2.32


(13) Reconciliation of operating profit to net cash inflow from operating
     activities

                                                                         2002                          2001
                                                                        £'000                         £'000

Operating profit                                                       28,804                        24,405
Depreciation charge                                                     4,115                         2,735
Goodwill amortisation                                                   4,440                           878
Profit on sale of tangible fixed assets                                  (35)                          (45)
(Increase)/decrease in stocks                                            (67)                         1,970
Increase in debtors                                                   (2,273)                       (1,277)
Increase/(decrease) in creditors                                        4,644                         (586)
(Decrease)/increase in provisions                                        (54)                           139

                                                                   ----------                    ----------
Net cash inflow from operating activities                              39,574                        28,219
                                                                   ==========                    ==========


(14) Reconciliation of net cash flow to movement in net debt/funds

                                                                         2002                          2001
                                                                        £'000                         £'000

Increase/(decrease) in cash in the period                                 460                      (17,810)
Cash outflow from liquid resources                                     12,397                             -
Cash outflow/(inflow) from the movement in debt and
lease financing                                                         7,700                      (50,021)

                                                                    ---------                     ---------
                                                                   
Changes in net debt/funds resulting from cash flows                    20,557                      (67,831)

Loans and finance leases acquired with subsidiaries                         -                       (1,281)

Exchange difference                                                     1,333                         1,544

                                                                    ---------                     ---------

Movement in net debt/funds                                             21,890                      (67,568)
Net (debt)/funds at the start of the period                          (38,231)                        29,337

                                                                    ---------                     ---------
Net debt at the end of the period                                    (16,341)                      (38,231)

                                                                    =========                     =========


(15) Analysis of changes in cash and net debt

                                             At 28      Cash flow          Exchange               At 27 
                                         September                       difference           September        
                                              2001                                                 2002
                                              £000           £000              £000                £000                 
                         

Cash in hand and at bank                    11,428            675             (436)              11,667
Liquid resources (deposits)                      -         12,397                 -              12,397
                                          --------       --------          --------            --------
Cash at bank as per balance sheet           11,428         13,072             (436)              24,064

Overdrafts                                       -          (215)                 -               (215)

Debt due in less than one year             (7,695)            600               260             (6,835)
Debt due in more than one year            (41,964)          7,100             1,509            (33,355)
                                          --------       --------          --------            --------

Debt and lease financing                  (49,659)          7,700             1,769            (40,190)
                                          --------       --------          --------            --------
Net debt                                  (38,231)         20,557             1,333            (16,341)
                                          ========       ========          ========            ========



Liquid resources consist of short-term deposits of no more than three months
duration.


(16) Annual Report

The Annual Report and Accounts for the year ended 27 September 2002 will be
posted to shareholders on or about 20 December 2002.


(17) The Annual General Meeting

The Annual General meeting will be held at Enterprise Works, Clitheroe at 2.00
pm on 24 January 2003.



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