Interim Results

Wolseley PLC 13 March 2001 NEWS RELEASE 13 March 2001 Wolseley continues strong growth in the half year to 31 January 2001 - Group sales up 14% with sales on continuing operations up nearly 20% - Group operating profit** up nearly 12% with operating profit on continuing operations up nearly 19% - PBT* up 7.5%. - EPS* up over 12% - Cash flow from operating activities up by over 34% - Interim dividend up 10.3% at 4.55 pence. Commenting on the results, Richard Ireland, Executive Chairman, said: 'By any standards, our people in both Europe and the United States have produced good half year results. It has not been easy for them and, indeed, it never is, but they have come through with flying colours. We are now well into the second half of the year which will be testing too. But, I have no doubt that we will see further progress over the remainder of this financial year as our principal businesses continue to add market share and develop their market leading positions.' * before goodwill amortisation and exceptional provision SUMMARY OF RESULTS 31 January 2001 2000 Change Sales £3,465.7m £3,037.1m +14.1% Operating profit - before goodwill amortisation £186.4m £167.0m +11.6% - goodwill amortisation £(8.2)m £(5.3)m Total £178.2m £161.7m +10.2% Exceptional provision for loss on disposal of operations £(75.0)m - Profit before interest £103.2m £161.7m Interest £(19.2)m £(11.4)m Profit before tax - before goodwill amortisation and exceptional provision £167.2m £155.6m +7.5% - goodwill amortisation and exceptional provision £(83.2)m £(5.3)m Total £84.0m £150.3m Earnings per share - before goodwill amortisation and exceptionals 20.36p 18.13p +12.3% - goodwill amortisation and exceptionals (14.48)p 0.12p Total 5.88p 18.25p Dividend per share 4.55p 4.125p +10.3% Net borrowings £567.6m £492.3m Gearing 41.1 % 42.1% FOR FURTHER INFORMATION PLEASE CONTACT: Richard Ireland - Executive Chairman ) c/o The London Underwriting Centre ) until midday Steve Webster - Group Finance Director ) Telephone 020 7617 5372 After 12 pm (07802) 913485 (Mobile) ) Tom Wyatt - Financial Dynamics (Telephone 0207 831 3113) NEWS RELEASE 13 March 2001 Announcement of Interim Results The unaudited results for the half year ended 31 January 2001 Wolseley is pleased to announce interim results which demonstrate continued growth in line with its principal strategic objectives to achieve double digit increases in sales and earnings per share and to expand market share through a combination of branch openings and acquisitions. Group sales increased by 14.1% from £3,037 million to £3,466 million. Operating profit before goodwill amortisation rose by 11.6% from £167.0 million to £186.4 million. Excluding discontinued operations the increase in sales and operating profit was approximately 20% and 19%, respectively. The remaining manufacturing businesses were successfully disposed of on 2 February to complete the group's exit from manufacturing activities. Wolseley is now a focused building materials distribution group. An exceptional provision of £75 million, including goodwill of £44.4 million previously written off to reserves, has been made at the half year stage. Net interest increased from £11.4 million to £19.2 million mainly reflecting higher borrowings as a result of the group's investment in acquiring new businesses. Profit before tax, goodwill amortisation and the exceptional provision increased by 7.5% from £155.6 million to £167.2 million. The increase in earnings per share on the same basis was 12.3%, reflecting the benefit of the reduction in the tax rate to 30% from 33% in the first half last year. After deducting goodwill amortisation and the exceptional provision, profit before tax was £84.0 million compared to £150.3 million. European Distribution Business conditions affecting each of the European businesses were generally favourable. Positive trends in the repairs, maintenance and improvement ('RMI') markets were driven largely by relatively robust levels of consumer confidence. Sales for the division increased by 5.8% from £1,094.3 million to £1,158.1 million. The organic increase in sales was 5.7%. Trading profit increased by 11.0% from £64.3 million to £71.4 million. Each of the European businesses improved its trading margin percentage giving rise to an improvement in the divisional trading margin from 5.9% of sales to 6.2% of sales. Despite the effect of adverse weather conditions, Wolseley Centers' UK sales increased by nearly 10% and trading profits by more than 12%. The organic increase in sales was 7%. Trading profits increased in each of the four UK divisions. There was a continued improvement in the performance of prior year acquisitions and a marginal rise in the added value percentage for the UK as a whole. The UK branch network increased by a net 73 (7.7%) branches. The increase in sales and profits at Brossette in France was more modest at around 3% when compared to the strong equivalent period last year which benefited from a sales incentive programme. The reduction last year in the rate of value added tax on RMI work carried out by contractors continues to underpin demand in this segment of the market. The improvement continues in the performance of the branches acquired from Porcher. The trading margin percentage was unchanged. Despite a continuation in the difficult market conditions in Austria, OAG increased its sales by more than 3%. Trading profit was up by around 30% assisted by a higher added value percentage and further benefits from the cost reduction programme last year. OAG's overall trading margin improved to just under 3% for the half year. Sound progress was also made at Manzardo in Italy and CFM in Luxembourg with both companies recording increases in sales and trading profits. US Plumbing and Heating Distribution The market background for the group's US plumbing and heating activities was generally favourable until the latter part of the half year when adverse weather and a softening in the US economy slowed the sales growth rate. Sales and trading profits for this division both increased by around 20%, approximately half of which was due to currency translation. The organic growth in sales was 6.6%. Ferguson experienced strong sales growth through to the period just before Christmas and ended the half year with an organic increase in sales of around 6%. The trend of an increasing added value percentage and net margin percentage continued as further benefits accrued from the expanded distribution centre network. There was a significant improvement in performance of the west coast operations. The Californian market held up well throughout the first half although several other regions experienced some softening in the residential sector. The reduction in capital goods spending across the USA in the latter part of the calendar year resulted in a weakening in its industrial and commercial markets. Activity levels in the northwestern states in which Familian Northwest principally trades were less buoyant due to a slowdown in the technology sector and a weak residential market in the Portland and Salt Lake City regions. Sales were up by nearly 4% but trading profit was marginally down largely due to investment costs in new branch openings and a new distribution centre in Salt Lake City which is designed to enhance operational efficiency. There was a net addition of six branches to the plumbing and heating network during the half year. US Building Materials Distribution The US housing market was relatively stable throughout the first half with new housing starts at an annual run rate of around 1.5 million. Statistics for housing starts and building permits since the January reduction in interest rates show an encouraging upward trend. The regional pattern of housing starts was varied. Carolina's strategy of extending its geographic coverage through acquisitions in new states has helped it to take advantage of continued strength in certain key markets and has reduced its exposure to individual housing markets. California, Texas, Florida and Minnesota were the more buoyant areas whereas Detroit, Atlanta and Salt Lake City were less strong. Lumber and panel prices weakened from August to around a seven year low in December. Whilst the recent trend in lumber prices has been encouraging, the average price for framing lumber for the first half was 27% lower than the corresponding period last year. This had the effect of reducing Carolina's sales revenue by approximately 12% in the first half. Approximately 45% of Carolina's sales relate to framing lumber and panel products. However, this decline was offset by a £275.8 million contribution from acquisitions and, in sterling terms, a gain on currency translation of a further £59.8 million. This brought total sales for the division to £831.5 million, an increase of 46.7% on last year's £566.9 million. Sales volumes were up 2% overall. Carolina's margins also came under pressure from the effect of the lumber and panel price decline. It was able to mitigate some of the effect by increasing its added value percentage but the trading margin ended down. However, reflecting the impact of acquisitions and the benefit from currency translation, total trading profit rose by 28.3% from last year's £33.9 million to £43.5 million. A total of seven branches were added to the building materials distribution network during the half year. Discontinued Operations The discontinued operations represent the manufacturing companies disposed of in April 2000 and the boiler and burner operations sold in February 2001. The first half contribution to group sales and profits from the boiler and burner businesses declined due to difficult market conditions in Germany and Sweden, in particular, and the disruption caused by the sale process. Interim dividend The board has decided to pay an interim dividend of 4.55 pence per share which represents an increase of 10.3% on last year's 4.125p interim dividend. The dividend reinvestment plan will continue to be available to shareholders. Finance The effective tax rate has reduced to 30% from 33% in the first half last year as a result of benefits arising from ongoing tax planning measures. It is expected that 30% will be the effective tax rate for the year as a whole and for at least the next two financial years, provided the geographical contributions to profits remain similar and there are no significant changes to tax legislation. Net cash flow from operating activities increased by over 34% from £132.5 million to £177.9 million, partly reflecting improved control over working capital with a net outflow of only £49.8 million compared to £68.3 million in the previous half year. Consideration for acquisitions, including debt, amounted to £77.0 million compared to £153.3 million. A further £10 million has been spent since the end of the half year. This level of spend in the current financial year to date is broadly in line with the group's target spend of around £200 million each year on 'bolt on' acquisitions, provided appropriately priced acquisitions can continue to be found. Further details of the current year acquisitions are included in note 8 to this statement. The group's branch network has been extended through acquisitions and branch openings by a net total of 98 (4.4%), bringing the total to 2,342 at 31 January 2001. Net borrowings, excluding construction loan borrowings, at 31 January 2001 amounted to £567.6 million compared to £454.3 million at 31 July 2000, giving gearing of 41.1% compared to 34.7% at the previous year end. Chief Executive The Nominations Committee of the Board has established a short list of candidates for the Chief Executive position. Further interviews will take place shortly and an announcement will be released in due course. Outlook The outlook for Wolseley's key European markets is positive, particularly in the RMI sector which is the principal driver of these businesses. In the USA, the short-term outlook is more challenging. The industrial and commercial sectors have naturally softened in response to a slowdown in the economy since early January and although lumber prices have increased recently they remain at historically low levels. Nevertheless, we believe that the current weakening in consumer confidence will be seen as temporary and we are encouraged by the resilience of the US housing market where recent reductions in interest rates have improved the prospects for further growth. We are confident that our principal businesses will continue to add market share and develop their market leading positions, independent of market conditions. Whilst we are taking steps to mitigate the overall effects of a softer US marketplace, we continue to expect further progress over the remainder of this financial year. GROUP PROFIT AND LOSS ACCOUNT (UNAUDITED) Half Half year to year to Year to 31 31 31 July January January 2000 2001 2000 £m £m £m Turnover 6,104.1 Continuing operations 3,363.3 2,849.8 - Acquisitions 49.1 - 299.3 Discontinued operations 53.3 187.3 6,403.4 3,465.7 3,037.1 385.7 Operating profit before goodwill 186.4 167.0 amortisation (12.5) Goodwill amortisation (8.2) (5.3) Operating profit 353.5 Continuing operations 172.1 148.7 - Acquisitions 2.2 - 19.7 Discontinued activities 3.9 13.0 373.2 178.2 161.7 (42.6) Provision for loss on disposal of (75.0) - operations (note 3) 330.6 Profit on ordinary activities before 103.2 161.7 interest (28.3) Net interest payable (19.2) (11.4) 302.3 Profit on ordinary activities before 84.0 150.3 tax Taxation (note 5) (114.4) Ordinary activities (50.2) (51.4) 6.0 Exceptional credit - 6.0 (108.4) (50.2) (45.4) 193.9 Profit on ordinary activities after 33.8 104.9 tax (0.4) Minority interests - (0.2) Profit for the period attributable 193.5 to ordinary shareholders 33.8 104.7 (88.3) Dividends (note 7) (26.2) (23.7) 105.2 Profit retained 7.6 81.0 Earnings per share (note 6) 42.26p Before exceptionals and goodwill 20.36p 18.13 p amortisation (2.17)p Goodwill amortisation (1.43)p (0.93)p (6.38)p Exceptionals (13.05)p 1.05 p 33.71p Basic earnings per share 5.88p 18.25 p 33.67p Diluted earnings per share 5.87p 18.21 p 15.35p Dividends per share (note 7) 4.55p 4.125 p Translation rates (note 4) 1.5836 US dollars 1.4700 1.6250 1.6017 Euro 1.6400 1.5700 STATEMENT OF TOTAL RECOGNISED GAINS AND LOSSES Half Half year to year to Year to 31 31 31 July January January 2000 2001 2000 £m £m £m 193.5 Profit for the period 33.8 104.7 42.2 Currency translation difference on 19.5 (7.3) foreign investments 235.7 53.3 97.4 SUMMARISED BALANCE SHEET (UNAUDITED) Year to Half year Half year 31 July to to 2000 31 31 January January 2001 2000 £m £m £m 277.0 Intangible fixed assets 322.8 238.3 531.6 Tangible fixed assets 562.6 460.6 977.7 Stocks 962.3 886.7 1,117.2 Debtors and property awaiting 1,109.5 1,022.1 disposal 193.0 Construction loans receivable 212.6 161.1 (secured) (963.0) Creditors (843.9) (810.4) (192.1) Construction loan borrowings (212.6) (161.1) (unsecured) 1,132.8 Net operating assets 1,227.9 1,098.4 (454.3) Net group borrowings (567.6) (492.3) (43.1) Net liabilities for tax (37.2) (42.1) (64.6) Dividend (26.2) (23.7) (69.0) Provisions for liabilities and (100.6) (66.4) charges 1,310.4 TOTAL NET ASSETS 1,381.7 1,172.8 300.4 Capital and share premium 301.7 298.8 account 1,008.5 Reserves 1,080.0 870.9 1,308.9 Shareholders' funds 1,381.7 1,169.7 1.5 Minority interests - 3.1 1,310.4 1,381.7 1,172.8 Translation rates (note 4) 1.4977 US Dollars 1.4611 1.6209 1.6163 Euro 1.5712 1.6567 RECONCILIATION OF MOVEMENTS IN CAPITAL AND RESERVES Half year Half year to to Year to 31 January 31 January 31 July 2000 2001 2000 £m £m £m 105.2 Profit retained 7.6 81.0 42.2 Other recognised gains and 19.5 (7.3) losses 2.0 New share capital subscribed 1.3 1.0 65.0 Goodwill written back 44.4 0.5 214.4 Net addition to 72.8 75.2 shareholders' funds 1,094.5 Opening shareholders' funds 1,308.9 1,094.5 1,308.9 Closing shareholders' funds 1,381.7 1,169.7 SUMMARISED GROUP CASH FLOW STATEMENT Half Half year to year to Year to 31 31 31 July January January 2000 2001 2000 £m £m £m NET CASH FLOW FROM OPERATING 390.0 ACTIVITIES* 177.9 132.5 (24.1) Net cash outflow from returns on investments and servicing of finance (20.3) (4.4) (113.6) Taxation paid (56.5) (52.8) (117.0) Capital expenditure (53.8) (58.4) (285.7) Acquisitions (75.9) (145.2) 122.7 Disposals - 1.5 (81.1) Equity dividends paid (64.6) (57.4) 2.0 Financing - Issue of shares 1.3 1.0 (105.8) Change in net debt resulting from (91.9) (183.2) cash flows (5.8) New loans and finance leases (4.8) (5.1) (33.7) Translation difference (16.6) 5.0 (145.3) Movement in net debt in period (113.3) (183.3) (309.0) Opening net debt (454.3) (309.0) (454.3) Closing net debt (567.6) (492.3) * RECONCILIATION OF OPERATING PROFIT TO OPERATING CASH FLOWS Half Half year to year to Year to 31 31 31 July January January 2000 2001 2000 £m £m £m 373.2 Operating profit 178.2 161.7 73.9 Depreciation charges 41.3 33.8 12.5 Goodwill amortisation 8.2 5.3 (75.7) Decrease/(increase) in stocks 47.6 (26.6) (19.9) (Increase)/decrease in debtors (8.2) 46.6 26.5 (Decrease)/increase in creditors (90.1) (88.6) and provisions (0.5) Decrease/(increase) in net 0.9 0.3 construction loans 390.0 Net cash flow from operating 177.9 132.5 activities ANALYSIS OF RESULTS Half Half year to year to Year to 31 31 31 July January January 2000 2001 2000 £m £m £m TURNOVER BY ACTIVITY European Distribution 2,147.0 Continuing operations 1,147.7 1,077.8 43.3 Acquisitions 10.4 16.5 2,190.4 1,158.1 1,094.3 US Plumbing & Heating Distribution 2,391.0 Continuing operations 1,419.9 1,120.4 160.2 Acquisitions 2.9 68.2 2,551.2 1,422.8 1,188.6 US Building Materials Distribution 1,136.4 Continuing operations 795.7 553.4 226.1 Acquisitions 35.8 13.5 1,362.5 831.5 566.9 Manufacturing and Other 108.2 Continuing operations - 60.9 191.1 Discontinued 53.3 126.4 399.3 53.3 187.3 6,403.4 TOTAL 3,465.7 3,037.1 OPERATING PROFIT BY ACTIVITY (BEFORE GOODWILL AMORTISATION AND EXCEPTIONALS) European Distribution 142.1 Continuing operations 71.3 63.4 2.4 Acquisitions 0.1 0.9 144.5 71.4 64.3 US Plumbing & Heating Distribution 131.4 Continuing operations 67.3 53.9 4.5 Acquisitions 0.3 1.9 135.9 67.6 55.8 US Building Materials Distribution 69.0 Continuing operations 41.0 33.1 16.5 Acquisitions 2.5 0.8 85.5 43.5 33.9 Manufacturing and Other 5.0 Continuing operations - 3.8 14.8 Discontinued 3.9 9.2 19.8 3.9 13.0 385.7 TOTAL 186.4 167.0 ANALYSIS OF RESULTS (Continued) ANALYSIS OF MOVEMENT IN SALES Movement in Sales in New Acquisitions Discontinued Acquisitions Increment Operations 2000 Exchange 2001 2000 Organic 2001 Change £m £m £m £m £m £m % £m European Distribution 1,094.3 (17.2) 10.4 9.5 - 61.1 5.7 1,158.1 US Plumbing & Heating Distribution 1,188.6 125.3 2.9 19.7 - 86.3 6.6 1,422.8 US Building Materials Distribution 566.9 59.8 35.8 240.0 - (71.0)(11.3) 831.5 2,849.8 167.9 49.1 269.2 - 76.4 2.5 3,412.4 Discontinued Operations 187.3 3.0 - - (137.0) - - 53.3 3,037.1 170.9 49.1 269.2 (137.0)76.4 - 3,465.7 ANALYSIS OF MOVEMENT IN OPERATING PROFIT (BEFORE GOODWILL AMORTISATION AND EXCEPTIONALS) Movement in Profit in New Acquisitions Discontinued Acquisitions Increment Operations 2000 Exchange 2001 2000 Organic 2001 Change £m £m £m £m £m £m % £m European 64.3 (0.9) 0.1 0.5 - 7.4 11.6 71.4 Distribution US Plumbing 55.8 6.0 0.3 1.1 - 4.4 7.1 67.6 & Heating Distribution US Building 33.9 3.6 2.5 14.1 - (10.6) (28.3)43.5 Materials Distribution 154.0 8.7 2.9 15.7 - 1.2 0.7 182.5 Discontinued Operations 13.0 - - - (9.1) - - 3.9 167.0 8.7 2.9 15.7 (9.1) 1.2 - 186.4 Goodwill of £50 million arises on the acquisitions made in the half year. The operating profit contribution, after goodwill amortisation, from these acquisitions is £2.2 million. NOTES: 1 Basis of preparation The figures for the year ended 31 July 2000 do not constitute the company's statutory accounts for that period but, with the exception of the segmental disclosure referred to in note 2 below, have been extracted from the statutory accounts which have been filed with the Registrar of Companies. The auditors have reported on those accounts; their reports were unqualified and did not contain statements under Section 237(2) or (3) of the Companies Act 1985. The accounts for the six months ended 31 January 2001 have not been audited, nor were the accounts for the equivalent period in 2000. They comply with relevant accounting standards and have been prepared on a consistent basis using accounting policies set out in the 2000 Annual Report. 2 Segmental disclosure Following the disposal of the group's manufacturing operations, the directors have reviewed the reportable segments of the group's businesses and have adopted a new form of segmental disclosure in the Analysis of Results section of this interim statement. Comparative figures have been restated accordingly. The directors believe that this new form of disclosure is likely to be more helpful in gaining an understanding of the group's principal business streams and in interpreting the financial information in relation thereto. This segmental disclosure will be adopted in the group's 2001 Preliminary Announcement and in the Report and Accounts for that year. 3 Provision for loss on disposal of operations The group completed the disposal of its remaining manufacturing businesses on 2 February 2001. The total loss on disposal amounted to £75.0 million, comprising a £30.6 million loss on assets (including estimated costs of disposal) plus goodwill of £44.4 million previously written off to reserves. A provision for this loss on disposal has been recorded at the half year. 4 The results of overseas subsidiaries have been translated into sterling using average rates of exchange. The year end rates of exchange have been used to convert balance sheet amounts. 5 The tax charge on ordinary activities for the half year has been calculated at the rate which it is expected will apply for the year ending 31 July 2001 and comprises the following elements: Half year to Half year to 31 January 2001 31 January 2000 £m £m Tax on profit for the year before exceptional gain - UK 7.9 13.7 - overseas 42.3 37.7 50.2 51.4 Exceptional tax credit relating to the disposal of a business in a prior year - (6.0) 50.2 45.4 6 Earnings per share, calculated on an average of 574.9 (574.0) million ordinary shares in issue, are as follows: Earnings per share Half Year Half Year to to 31 January 31 January 2001 2000 Pence per Pence per share share Before goodwill amortisation and exceptionals 20.36 18.13 Goodwill amortisation (1.43) (0.93) Provision for exceptional loss on disposal (2000 exceptional tax credit) (13.05) 1.05 Total 5.88 18.25 7 The interim dividend of 4.55 pence (4.125 pence) per share, which will absorb £26.2 million (£23.7 million) will be paid on 31 July 2001 to ordinary shareholders on the register on 13 July 2001. The shares will be quoted ex dividend on 11 July 2001. 8 The following table summarises the acquisitions made during the half year. In certain cases the consideration is subject to adjustment and includes net borrowings acquired. Estimated Expected contribution to group consideration turnover in a full year including debt Acquisitions £m £m European Distribution 20.7 33.8 US Plumbing and 6.6 16.4 Heating Distribution US Building Materials 49.7 113.9 Distribution 77.0 164.1 Since 31 January 2001 further acquisitions have been made in the USA for an estimated consideration of approximately £10 million, including debt. In a full year these acquisitions are expected to contribute a further £21 million of turnover. 9 Copies of announcements Wolseley plc will make available to shareholders, on request, a copy of its preliminary announcement for the year ending 31 July 2001, to be issued on or about 25 September 2001. Requests for a copy of this announcement should be addressed to the Company Secretary, Wolseley plc, PO Box 18, Vines Lane, Droitwich Spa, Worcestershire, WR9 8ND. A copy of the 2001 Interim Announcement, together with copies of other recent public announcements, including the 2000 Preliminary Announcement, can be found on Wolseley's web site at www.wolseley.com. Copies of the Interim and Preliminary Announcement presentations given to stockbrokers' analysts are also available on that site. -End-

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