24 August 2015
Headlam Group plc
("Headlam" or "the group")
Headlam Group plc (LSE: HEAD), Europe's leading floorcoverings distributor, announces its Interim Financial Results for the six months ended 30 June 2015.
· Revenue up 4.0% to £313.5 million (H1 2014: £301.6 million)
· Operating profit up 14.9% to £13.0 million (H1 2014: £11.3 million)
· Earnings per share up 14.7% to 11.7 pence (H1 2014: 10.2 pence)
· Interim dividend up 15.4% to 6.00 pence (H1 2014: 5.20 pence)
· Net funds of £26.0 million as at 30 June 2015 (30 June 2014: £11.7 million)
· Further gains achieved in UK market share with like-for-like revenues increasing by 5.4%, exceeding the forecast market growth of 3.4% (Source: AMA Research Limited 2014)
· Number of UK businesses increased to 56 with the acquisition of Matty's Wholesale Carpets in 2015
· Clerkenwell showroom opened to assist Headlam Corporate to target the specified commercial flooring market
· Continental European markets, representing 12.4% of half year group revenues, remain challenging
Tony Brewer, Headlam's Group Chief Executive, said:
"The first half results underline the growing momentum in the UK market and particularly in our business. The group's UK residential business has performed well and the slightly stronger like-for-like growth across our commercial activities points towards improving confidence in the wider business community.
"The positive trading outcome for the first half has continued during the first eight weeks of the second half. Subject to the important final quarter of the year, the group expects to announce results for the full year to 31 December 2015 slightly ahead of the Board's internal expectations."
Enquiries:
Headlam Group plc
Tony Brewer, Group Chief Executive Tel: 01675 433000
Stephen Wilson, Group Finance Director
Investec Bank plc (Joint Corporate Broker) Tel: 020 7597 4000
Garry Levin / David Flin / Josh Levy
Arden Partners plc (Joint Corporate Broker) Tel: 0121 423 8900
Jonathan Keeling / Steve Douglas
Buchanan Tel: 020 7466 5000
Mark Court / Helen Chan
Notes for Editors
About Headlam
Headlam is engaged in the marketing, supply and distribution of an extensive range of floorcovering products. The group's activities and facilities are located throughout the UK, France, Switzerland and the Netherlands.
The group's operations are focused on providing customers, principally independent floorcovering retailers and contractors, with a comprehensive and up to date range of competitively priced floorcovering products supported by a next day delivery service.
The approach provides Headlam's suppliers with an opportunity to achieve extensive market access backed by cost effective distribution.
In order to offer this level of service to its customers and suppliers, Headlam has developed a diverse and autonomous operating structure that includes 56 businesses across the UK and a further five in continental Europe all trading under their individual brands.
The autonomous operating structure is a key contributor to the group's success, presenting experienced management teams with an opportunity to develop the individual identity, market presence and profitability of the business for which they are responsible.
Each business is supported by the group's continued commitment to investment in people, product, operating infrastructure and IT. This commitment has underpinned the group's overall development and enabled Headlam to establish itself as Europe's leading floorcovering distributor.
For further detail on our business please visit: www.headlam.com
Chairman's Statement
I am pleased to report that in the six months to 30 June 2015, group revenue increased 4.0% to £313.5 million (H1 2014: £301.6 million), reflecting the continued improvement in our markets in the UK and further progress in the delivery of the group's strategy. Like-for-like sales in the UK increased by 5.4% compared with the same period last year, significantly ahead of the market growth rate of 3.4% forecast by AMA Research Limited.
During the half year, we continued to develop Headlam Corporate, a new business targeting specifiers of commercial flooring, by investing in a commercial flooring showroom in London, completed one bolt-on acquisition and continued to focus on operational excellence and improvement through the development of our infrastructure, staff and IT systems.
Earnings and dividend
Basic earnings per share increased by 14.7% from 10.2p to 11.7p compared with the first six months of 2014. As a result, the Board has decided to increase the interim dividend by 15.4% to 6.0p (H1 2014: 5.2p). The dividend will be paid on 4 January 2016 to shareholders on the register as at 4 December 2015.
UK operations
Business performance
The UK is by far the largest part of Headlam's business, representing 87.6% of group revenue during the first half of the year.
UK sales in the first half, at £274.6 million (H1 2014: £257.8 million), reflect increased consumer confidence, which has been sustained to date into the second half. Whilst the overall residential to commercial split remained unchanged at 69% residential and 31% commercial, it was interesting to note that in the first half on a like-for-like basis there was a slightly stronger growth in commercial, 6.1%, than residential, 5.0%. This is a potential indicator of renewed confidence in the wider business community with the refurbishment of existing premises or the opening of new commercial premises.
Our residential product categories remained the same, comprising carpet, vinyl, wood, laminate and luxury vinyl tile. The split between residential carpet and hard floorcoverings was broadly unchanged at 39% and 24% respectively but the trend towards grey carpeting has continued. Of the new best-selling carpet products launched during the first half of 2015, grey accounted for about 40 per cent of the content of each range in the middle to higher price points.
During the first half we continued to develop our new business, trading as Headlam Corporate, aimed at serving the specified commercial flooring market. This business seeks to capitalise on the many opportunities of combining the extensive product portfolio of a number of our premium businesses, principally JHS, Crucial Trading and Kersaint Cobb. We have invested in five senior sales executives at Headlam Corporate, and have also opened a 3,550 square foot London showroom in Clerkenwell, which is the centre of the UK interior design and specification community.
Acquisitions and investment
On 30 January 2015, we completed the acquisition of Matty's Wholesale Carpets, a Midlands-based distributor of residential floorcoverings to independent flooring retailers. The integration of this bolt-on acquisition is proceeding well and it has already contributed positively to earnings. We are currently evaluating a number of other bolt-on acquisition opportunities in line with our continuing consolidation strategy.
In the UK, the group now operates with 56 businesses (H1 2014: 54) served from four national distribution hubs (H1 2014: 4), 14 distribution centres (H1 2014: 14) and 29 service centres (H1 2014: 26) with the inclusion of the Cheltenham service centre, which opened during July 2015. The investment in the service centre network, which has a bias towards the commercial sector, is aimed at providing an enhanced service to our customers through the establishment of readily accessible product collection points. The network will be further extended during the autumn of this year with the opening of a centre in Croydon, south London. The UK operations are structured in the five business sectors of regional multi-product, national multi-product, regional commercial, residential specialist and commercial specialist.
We have previously highlighted that we propose to build a 160,000 square foot distribution centre in Ipswich for Faithfull's Floorcovering, one of our regional multi-product business. We expect the land cost to be approximately £3.2 million and the total cost of the project to be around £13.0 million. In common with all of our other distribution centres, the Ipswich site will be owned on a freehold basis. Planning permission, approving the development of the facility, is expected towards the end of 2015 or the early part of 2016 with construction to commence shortly thereafter. In addition to the expansion of our distribution infrastructure, we have continued to develop our IT and digital presence.
Customers
We have made further refinements to our bespoke CRM app, which was developed for the Apple iPad to optimise the efficiency and effectiveness of our sales force, which totals 434 managers and representatives. We have also developed and are commencing trials of an app to be used in conjunction with the iPhone by our delivery drivers, again aimed at improving the service we provide to our customers.
Our business to business websites were originally launched in 2000 to provide our customers with 24 hour access to check stock and to place orders. These websites are currently being significantly improved. Our businesses at the forefront of this process are enjoying an increase in the level of online transactions and the investment ultimately provides another avenue with which to enhance customer service.
Market presence in independent floorcovering retailers and contractors continues to be enhanced through our ongoing product development with suppliers, resulting in the launch during the first half of 2,057 new products (H1 2014: 1,830) supported by 414,498 point of sale items (H1 2014: 319,796).
Continental Europe
Headlam's businesses in Continental Europe are located in the Netherlands, France and Switzerland. They represent a relatively modest part of Headlam's revenues, contributing 12.4% of group revenues in the first six months of the year at £39.0 million (H1 2014: £43.8 million).
The group's businesses in the Netherlands are benefiting from a slight improvement in the Dutch market and, on a like-for-like basis, achieved growth during the first six months compared with the same period last year. Market conditions in Switzerland and France remained challenging during the first half and continue to hold back our overall performance on the Continent. Whilst the performance during July and August has improved, we anticipate that the demanding trading conditions will continue through the second half of 2015.
Financials
Cash flow
During the first six months of 2015, there was a net increase in cash and cash equivalents of £1.0 million, which represents an upward swing of £8.5 million compared with the decrease of £7.5 million during the same period in 2014. The principal reasons for this very positive movement are shown in the table below.
|
|
|
£000 |
|||
|
|
|
|
|||
Cash flow first half of 2014 |
(7,535) |
|||||
|
|
|
|
|||
|
Cash flow from operating activities |
2,063 |
||||
|
Working capital |
1,234 |
||||
|
Dividends |
(499) |
||||
|
Taxation |
|
350 |
|||
|
Capital expenditure |
2,301 |
||||
|
Acquisitions |
(1,978) |
||||
|
Movement in net debt |
5,010 |
||||
|
Other |
|
40 |
|||
|
|
|
8,521 |
|||
|
|
|
|
|||
Cash flow first half of 2015 |
986 |
|||||
The cash flow from operating activities has had a favourable impact, the key driver being the £1.7 million improvement in operating profit. A favourable improvement from working capital of £1.2 million, arising because of an increase in payables, has resulted in a net reduction to working capital investment which, when expressed as a percentage of revenue, has moved from 1.2% to 0.7%.
Capital expenditure was reduced considerably compared with the corresponding period because of the reduction in investment activity and the deferment of the purchase of the Ipswich land until later in the year. This reduction has of course been substantially offset by the acquisition of Matty's Wholesale Carpets during January 2015.
Finally, during the first half of 2015, there have been no further repayments on the group's term debt facilities. This compares with a reduced utilisation of £5.0 million in the first half of 2014. The absence of repayments has made a significant contribution to the positive cash movement during the first half. The amount drawn down on the term facility utilised by the group to fund the investment in its Dutch freehold property, amounting to £2.7 million, will be repaid in full during the second half of 2015.
Changes in net funds
As shown below, the group ended the first six months with net funds of £26.0 million compared with £11.7 million at 30 June 2014, and £24.6 million as at 31 December 2014.
|
At 1 January 2015 £000 |
Cash flows £000 |
Translation differences £000 |
At 30 June 2015 £000 |
|
|
|
|
|
Cash at bank and in hand |
47,589 |
1,389 |
83 |
49,061 |
Bank overdraft |
- |
(403) |
10 |
(393) |
|
|
|
|
|
|
47,589 |
986 |
93 |
48,668 |
|
|
|
|
|
Debt due within one year |
(204) |
- |
18 |
(186) |
|
|
|
|
|
Debt due after one year |
(22,818) |
80 |
243 |
(22,495) |
|
|
|
|
|
|
24,567 |
1,066 |
354 |
25,987 |
Principal risks and uncertainties
The board has ultimate responsibility for identifying and managing the effect of risk and uncertainty on the group's business, results and financial condition. Whilst the board maintains a policy of continuous identification and review, it nevertheless recognises that a number of risks and uncertainties lie beyond its control.
Currently, the key risks and uncertainties, which are or have potential to affect the group's operations are, market demand, competition, credit risk, IT failure, people, pension costs, legislation and regulation. The potential impact and mitigation of these risks and uncertainties are discussed in more detail on pages 28 and 29 of the 2014 Annual Report and Accounts.
Outlook
The first half results underline the growing momentum in the UK market and particularly in our business. The group's UK residential business has performed well and the slightly stronger like-for-like growth across our commercial activities points towards improving confidence in the wider business community.
The positive trading outcome for the first half has continued during the first eight weeks of the second half. Subject to the important final quarter of the year, the group expects to announce results for the full year to 31 December 2015 slightly ahead of the Board's internal expectations.
Condensed Consolidated Interim Income Statement
Unaudited
|
Note |
Six months ended 30 June 2015 £000 |
Six months ended 30 June 2014 £000 |
Year ended 31 December 2014 £000 |
|
|
|
|
|
Revenue |
2 |
313,546 |
301,580 |
635,242 |
Cost of sales |
|
(220,428) |
(212,104) |
(444,702) |
Gross profit |
|
93,118 |
89,476 |
190,540 |
Distribution expenses |
|
(59,165) |
(58,515) |
(117,458) |
Administrative expenses |
|
(20,931) |
(19,630) |
(41,620) |
Operating profit |
2 |
13,022 |
11,331 |
31,462 |
Finance income |
3 |
115 |
126 |
819 |
Finance expenses |
3 |
(789) |
(698) |
(1,981) |
Net finance costs |
|
(674) |
(572) |
(1,162) |
Profit before tax |
|
12,348 |
10,759 |
30,300 |
Taxation |
4 |
(2,500) |
(2,313) |
(6,515) |
Profit for the period attributable to the equity shareholders |
2 |
9,848 |
8,446 |
23,785 |
|
|
|
|
|
Dividend paid per share |
6 |
17.50p |
15.30p |
15.30p |
|
|
|
|
|
Earnings per share |
|
|
|
|
Basic |
5 |
11.7p |
10.2p |
28.6p |
|
|
|
|
|
Diluted |
5 |
11.7p |
10.0p |
28.5p |
All group operations during the financial periods were continuing operations.
Condensed Consolidated Interim Statement of Comprehensive Income
Unaudited
|
Six months ended 30 June 2015 £000 |
Six months ended 30 June 2014 £000 |
Year ended 31 December 2014 £000 |
Profit for the period attributable to the equity shareholders |
9,848 |
8,446 |
23,785 |
|
|
|
|
Other comprehensive income: |
|
|
|
Items that will never be reclassified to profit or loss |
|
|
|
Re-measurement of defined benefit plans |
2,039 |
(1,391) |
(8,900) |
Related tax |
(396) |
291 |
1,789 |
|
1,643 |
(1,100) |
(7,111) |
Items that are or may be reclassified to profit or loss |
|
|
|
Foreign exchange translation differences arising on translation of overseas operations |
(132) |
(548) |
(742) |
Effective portion of changes in fair value of cash flow hedges |
(14) |
(15) |
(177) |
Transfers to profit or loss on cash flow hedges |
63 |
67 |
132 |
Related tax |
(12) |
(13) |
18 |
|
(95) |
(509) |
(769) |
|
|
|
|
Other comprehensive income/(expense) for the period |
1,548 |
(1,609) |
(7,880) |
|
|
|
|
Total comprehensive income attributable to the equity shareholders for the period |
11,396 |
6,837 |
15,905 |
Condensed Consolidated Interim Statement of Financial Position
Unaudited
|
|
At 30 June 2015 £000 |
At 30 June 2014 £000 |
At 31 December 2014 £000 |
Assets |
|
|
|
|
Non-current assets |
|
|
|
|
Property, plant and equipment |
|
102,581 |
104,434 |
103,461 |
Intangible assets |
|
10,013 |
10,013 |
10,013 |
Deferred tax assets |
|
2,509 |
2,393 |
2,726 |
|
|
115,103 |
116,840 |
116,200 |
Current assets |
|
|
|
|
Inventories |
|
122,598 |
120,624 |
116,569 |
Trade and other receivables |
|
119,714 |
113,525 |
118,816 |
Cash and cash equivalents |
|
49,061 |
40,819 |
47,589 |
|
|
291,373 |
274,968 |
282,974 |
Total assets |
|
406,476 |
391,808 |
399,174 |
|
|
|
|
|
Liabilities |
|
|
|
|
Current liabilities |
|
|
|
|
Bank overdraft |
|
(393) |
(925) |
- |
Other interest-bearing loans and borrowings |
|
(2,681) |
(210) |
(204) |
Trade and other payables |
|
(179,283) |
(169,024) |
(166,266) |
Employee benefits |
|
(2,980) |
(2,887) |
(2,933) |
Income tax payable |
|
(5,514) |
(5,687) |
(6,073) |
|
|
(190,851) |
(178,733) |
(175,476) |
Non-current liabilities |
|
|
|
|
Other interest-bearing loans and borrowings |
|
(20,000) |
(28,030) |
(22,818) |
Employee benefits |
|
(15,842) |
(13,096) |
(18,803) |
|
|
(35,842) |
(41,126) |
(41,621) |
Total liabilities |
|
(226,693) |
(219,859) |
(217,097) |
Net assets |
|
179,783 |
171,949 |
182,077 |
|
|
|
|
|
Equity attributable to equity holders |
|
|
|
|
of the parent |
|
|
|
|
Share capital |
|
4,268 |
4,268 |
4,268 |
Share premium |
|
53,512 |
53,512 |
53,512 |
Other reserves |
|
(1,632) |
(5,165) |
(1,786) |
Retained earnings |
|
123,635 |
119,334 |
126,083 |
Total equity |
|
179,783 |
171,949 |
182,077 |
Condensed Consolidated Interim Statement of Changes in Equity
Unaudited
|
Share capital £000 |
Share premium £000 |
Capital redemption reserve £000 |
Translation reserve £000 |
Cash flow hedging reserve £000 |
Treasury reserve £000 |
Retained earnings £000 |
Total equity £000 |
|
|
|
|
|
|
|
|
|
Balance at 1 January 2014 |
4,268 |
53,512 |
88 |
6,165 |
(87) |
(10,908) |
124,465 |
177,503 |
Profit for the period attributable to the equity shareholders |
- |
- |
- |
- |
- |
- |
8,446 |
8,446 |
Other comprehensive income |
- |
- |
- |
(548) |
52 |
- |
(1,113) |
(1,609) |
Total comprehensive income for the period |
- |
- |
- |
(548) |
52 |
- |
7,333 |
6,837 |
|
|
|
|
|
|
|
|
|
Transactions with equity shareholders, recorded directly in equity |
|
|
|
|
|
|
|
|
Share-based payments |
- |
- |
- |
- |
- |
- |
233 |
233 |
Share options exercised by employees |
- |
- |
- |
- |
- |
73 |
(10) |
63 |
Deferred tax on share options |
- |
- |
- |
- |
- |
- |
2 |
2 |
Dividends to equity holders |
- |
- |
- |
- |
- |
- |
(12,689) |
(12,689) |
Total contributions by and distributions to equity shareholders |
- |
- |
- |
- |
- |
73 |
(12,464) |
(12,391) |
Balance at 30 June 2014 |
4,268 |
53,512 |
88 |
5,617 |
(35) |
(10,835) |
119,334 |
171,949 |
|
|
|
|
|
|
|
|
|
Balance at 1 July 2014 |
4,268 |
53,512 |
88 |
5,617 |
(35) |
(10,835) |
119,334 |
171,949 |
Profit for the period attributable to the equity shareholders |
- |
- |
- |
- |
- |
- |
15,339 |
15,339 |
Other comprehensive income |
- |
- |
- |
(194) |
(97) |
- |
(5,980) |
(6,271) |
Total comprehensive income for the period |
- |
- |
- |
(194) |
(97) |
- |
9,359 |
9,068 |
|
|
|
|
|
|
|
|
|
Transactions with equity shareholders, recorded directly in equity |
|
|
|
|
|
|
|
|
Share-based payments |
- |
- |
- |
- |
- |
- |
459 |
459 |
Share options exercised by employees |
- |
- |
- |
- |
- |
3,735 |
(2,770) |
965 |
Current tax on share options |
- |
- |
- |
- |
- |
- |
183 |
183 |
Deferred tax on share options |
- |
- |
- |
- |
- |
- |
(547) |
(547) |
Total contributions by and distributions to equity shareholders |
- |
- |
- |
- |
- |
3,735 |
(2,675) |
1,060 |
Balance at 31 December 2014 |
4,268 |
53,512 |
88 |
5,423 |
(132) |
(7,100) |
126,018 |
182,077 |
Condensed Consolidated Interim Statement of Changes in Equity continued
Unaudited
|
Share capital £000 |
Share premium £000 |
Capital redemption reserve £000 |
Translation reserve £000 |
Cash flow hedging reserve £000 |
Treasury reserve £000 |
Retained earnings £000 |
Total equity £000 |
|
|
|
|
|
|
|
|
|
Balance at 1 January 2015 |
4,268 |
53,512 |
88 |
5,423 |
(132) |
(7,100) |
126,018 |
182,077 |
Profit for the period attributable to the equity shareholders |
- |
- |
- |
- |
- |
- |
9,848 |
9,848 |
Other comprehensive income |
- |
- |
- |
(132) |
49 |
- |
1,631 |
1,548 |
Total comprehensive income for the period |
- |
- |
- |
(132) |
49 |
- |
11,479 |
11,396 |
|
|
|
|
|
|
|
|
|
Transactions with equity shareholders, recorded directly in equity |
|
|
|
|
|
|
|
|
Share-based payments |
- |
- |
- |
- |
- |
- |
557 |
557 |
Share options exercised by employees |
- |
- |
- |
- |
- |
172 |
(19) |
153 |
Deferred tax on share options |
- |
- |
- |
- |
- |
- |
255 |
255 |
Dividends to equity holders |
- |
- |
- |
- |
- |
- |
(14,655) |
(14,655) |
Total contributions by and distributions to equity shareholders |
- |
- |
- |
- |
- |
172 |
(13,862) |
(13,690) |
Balance at 30 June 2015 |
4,268 |
53,512 |
88 |
5,291 |
(83) |
(6,928) |
123,635 |
179,783 |
Condensed Consolidated Interim Cash Flow Statements
Unaudited
|
|
Six months ended 30 June 2015 £000 |
Six months ended 30 June 2014 £000 |
Year ended 31 December 2014 £000 |
Cash flows from operating activities |
|
|
|
|
Profit before tax for the period |
|
12,348 |
10,759 |
30,300 |
Adjustments for: |
|
|
|
|
Depreciation, amortisation and impairment |
|
2,422 |
2,380 |
4,900 |
Finance income |
|
(115) |
(126) |
(819) |
Finance expense |
|
789 |
698 |
1,981 |
Profit on sale of property, plant and equipment |
|
(8) |
(14) |
(30) |
Share-based payments |
|
557 |
233 |
692 |
Operating profit before changes in working capital and other payables |
|
15,993 |
13,930 |
37,024 |
Change in inventories |
|
(5,506) |
(5,409) |
(1,514) |
Change in trade and other receivables |
|
(725) |
5,406 |
(143) |
Change in trade and other payables |
|
3,965 |
(3,497) |
2,656 |
Cash generated from the operations |
|
13,727 |
10,430 |
38,023 |
Interest paid |
|
(461) |
(429) |
(1,477) |
Tax paid |
|
(3,020) |
(3,370) |
(6,357) |
Additional contributions to defined benefit plan |
|
(1,447) |
(1,495) |
(2,996) |
Net cash flow from operating activities |
|
8,799 |
5,136 |
27,193 |
Cash flows from investing activities |
|
|
|
|
Proceeds from sale of property, plant and equipment |
|
119 |
115 |
92 |
Interest received |
|
95 |
161 |
846 |
Acquisition of subsidiaries, net of cash acquired |
|
(1,978) |
- |
(331) |
Acquisition of property, plant and equipment |
|
(1,768) |
(4,065) |
(5,668) |
Net cash flow from investing activities |
|
(3,532) |
(3,789) |
(5,061) |
Cash flows from financing activities |
|
|
|
|
Proceeds from the issue of treasury shares |
|
153 |
63 |
1,028 |
Repayment of borrowings |
|
(79) |
(5,089) |
(10,210) |
Dividends paid |
|
(4,355) |
(3,856) |
(12,689) |
Net cash flow from financing activities |
|
(4,281) |
(8,882) |
(21,871) |
Net increase/(decrease) in cash and cash equivalents |
|
986 |
(7,535) |
261 |
Cash and cash equivalents at 1 January |
|
47,589 |
47,477 |
47,477 |
Effect of exchange rate fluctuations on cash held |
|
93 |
(48) |
(149) |
Cash and cash equivalents at end of period |
|
48,668 |
39,894 |
47,589 |
Notes to the Condensed Consolidated Interim Financial Statements
Unaudited
1 BASIS OF REPORTING
Reporting entity
Headlam Group plc the "company" is a company incorporated in the UK. The Condensed Consolidated Interim Financial Statements consolidate those of the company and its subsidiaries which together are referred to as the "group" as at and for the six months ended 30 June 2015.
The Consolidated Financial Statements of the group as at and for the year ended 31 December 2014 are available upon request from the company's registered office or the website.
The comparative figures for the financial year ended 31 December 2014 are not the group's statutory accounts for that financial year. Those accounts have been reported on by the group's auditor and delivered to the registrar of companies. The report of the auditor was (i) unqualified, (ii) did not include a reference to any matters to which the auditors drew attention by way of emphasis without qualifying their report, and (iii) did not contain a statement under section 498(2)or(3) of the Companies Act 2006.
These Condensed Consolidated Interim Financial Statements have not been audited or reviewed by the auditor pursuant to the Auditing Practices Board's Guidance on Financial Information.
Statement of compliance
These Condensed Consolidated Interim Financial Statements have been prepared and approved by the directors in accordance with the Disclosure and Transparency Rules of the Financial Services Authority and International Accounting Standard IAS 34 Interim Financial Reporting as adopted by the EU. They do not include all of the information required for full annual financial statements, and should be read in conjunction with the Consolidated Financial Statements of the group as at and for the year ended 31 December 2014.
These Condensed Consolidated Interim Financial Statements were approved by the board of directors on
24 August 2015.
Significant accounting policies
As required by the Disclosure and Transparency Rules of the Financial Conduct Authority, the condensed set of financial statements has been prepared applying the accounting policies and presentation that were applied in the preparation of the group's published Consolidated Financial Statements for the year ended
31 December 2014, except as explained below.
Impacts of standards and interpretations in issue but not yet effective
The following standards and interpretations, which were not effective as at 30 June 2015 and have not been early adopted by the group, will be adopted in future accounting periods:
· IFRS 9 - Financial Instruments
· IFRS 14 - Regulatory Deferral Accounts
· Annual improvements to IFRSs 2010-2012
· Annual improvements to IFRSs 2011-2013
· Amendments to IFRS 11 - Accounting for Acquisitions of Interests in Joint Operations
· Amendments to IAS 16 and IAS 38 - Clarification of Acceptable Methods of Depreciation and Amortisation
· IFRS 15 - Revenue Recognition
The Directors anticipate that adoption of these standards and interpretations in future periods will have no material impact on the financial statements of the group.
Notes to the Condensed Consolidated Interim Financial Statements continued
Unaudited
1 BASIS OF REPORTING - continued
Going concern
The group's business activities, together with the factors likely to affect its future development, performance and position are described in the Chairman's Statement.
The directors have reviewed current performance and forecasts, combined with borrowing facilities and expenditure commitments, including capital expenditure, pensions and proposed dividends. After making enquiries, the directors have a reasonable expectation that the group has adequate financial resources to continue its current operations, including contractual and commercial commitments for the foreseeable future. For these reasons, the going concern basis has been adopted in preparing the financial statements.
Bank facilities at 30 June 2015
|
Committed credit facilities |
Uncommitted credit facilities |
Total facilities |
|
£ million |
£ million |
£ million |
Drawn funds |
22.7 |
0.3 |
23.0 |
Undrawn funds |
20.0 |
41.2 |
61.2 |
|
42.7 |
41.5 |
84.2 |
£2.7 million of the amount drawn down under committed credit facilities was utilised by the group to fund the investment in its Dutch freehold property. This amount has been shown as a current liability at 30 June 2015 as it will be repaid in full during the second half of 2015.
Estimates
The preparation of interim financial statements requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets and liabilities, income and expense. Actual results may differ from these estimates.
In preparing these Condensed Consolidated Interim Financial Statements, the significant judgements made by management in applying the group's accounting policies and key sources of estimation uncertainty were the same as those that applied to the Consolidated Financial Statements as at and for the year ended 31 December 2014.
Risks and uncertainties
The risk factors which could cause the group's results to differ materially from expected results and the result of the board's review of those risks are set out in the Chairman's Statement.
Notes to the Condensed Consolidated Interim Financial Statements continued
Unaudited
2 SEGMENT REPORTING
The group has 56 operating segments in the UK and five operating segments in Continental Europe. Each segment represents an individual trading operation and each operation is wholly aligned to the sales, marketing, supply and distribution of floorcovering products. The operating results of each operation are regularly reviewed by the Chief Operating Decision Maker, which is deemed to be the Group Chief Executive. Discrete financial information is available for each segment and used by the Group Chief Executive to assess performance and decide on resource allocation.
The operating segments have been aggregated to the extent that they have similar economic characteristics, with relevance to products and services, type and class of customer, methods of sale and distribution and the regulatory environment in which they operate. The group's internal management structure and financial reporting systems differentiate the operating segments on the basis of the differing economic characteristics in the UK and Continental Europe and accordingly present these as two separate reportable segments. This distinction is embedded in the construction of operating reports reviewed by the Group Chief Executive, the board and the executive management team and forms the basis for the presentation of operating segment information given below.
|
UK |
Continental Europe |
Total |
||||||
|
30 June 2015 £000 |
30 June 2014 £000 |
31 December 2014 £000 |
30 June 2015 £000 |
30 June 2014 £000 |
31 December 2014 £000 |
30 June 2015 £000 |
30 June 2014 £000 |
31 December 2014 £000 |
Revenue |
|
|
|
|
|
|
|
|
|
External revenues |
274,587 |
257,770 |
548,393 |
38,959 |
43,810 |
86,849 |
313,546 |
301,580 |
635,242 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reportable segment operating profit |
13,786 |
11,356 |
30,695 |
206 |
614 |
1,183 |
13,992 |
11,970 |
31,878 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reportable segment assets |
247,961 |
232,288 |
256,274 |
30,720 |
32,590 |
34,444 |
278,681 |
264,878 |
290,718 |
|
|
|
|
|
|
|
|
|
|
Reportable segment liabilities |
(154,039) |
(144,868) |
(151,566) |
(15,254) |
(16,213) |
(14,568) |
(169,293) |
(161,081) |
(166,134) |
During the periods shown above there have been no inter-segment revenues for the reportable segments (2014: £nil).
Reconciliations of reportable segment profit, assets and liabilities and other material items:
|
|
|
|
30 June 2015 £000 |
30 June 2014 £000 |
31 December 2014 £000 |
Profit for the period |
|
|
|
|
|
|
Total profit for reportable segments |
|
|
13,992 |
11,970 |
31,878 |
|
Unallocated expense |
|
|
|
(970) |
(639) |
(416) |
|
|
|
|
|
|
|
Operating profit |
|
|
|
13,022 |
11,331 |
31,462 |
|
|
|
|
|
|
|
Finance income |
|
|
|
115 |
126 |
819 |
Finance expense |
|
|
|
(789) |
(698) |
(1,981) |
|
|
|
|
|
|
|
Profit before taxation |
|
|
|
12,348 |
10,759 |
30,300 |
Taxation |
|
|
|
(2,500) |
(2,313) |
(6,515) |
|
|
|
|
|
|
|
Profit for the period |
|
|
|
9,848 |
8,446 |
23,785 |
|
|
|
|
|
|
|
Notes to the Condensed Consolidated Interim Financial Statements continued
Unaudited
2 SEGMENT REPORTING - continued
|
|
|
30 June 2015 £000 |
30 June 2014 £000 |
31 December 2014 £000 |
Assets |
|
|
|
|
|
Total assets for reportable segments |
|
278,681 |
264,878 |
290,718 |
|
Unallocated assets: |
|
|
|
|
|
Properties, plant and equipment |
|
|
95,403 |
96,449 |
91,493 |
Deferred tax assets |
|
|
2,509 |
2,393 |
2,726 |
Cash and cash equivalents |
|
|
29,883 |
28,088 |
14,237 |
|
|
|
|
|
|
Total assets |
|
|
406,476 |
391,808 |
399,174 |
|
|
|
|
|
|
Liabilities |
|
|
|
|
|
Total liabilities for reportable segments |
|
(169,293) |
(161,081) |
(166,134) |
|
Unallocated liabilities: |
|
|
|
|
|
Employee benefits |
|
|
(18,822) |
(15,983) |
(21,736) |
Other interest-bearing loans and borrowings |
|
|
(22,681) |
(28,240) |
(23,022) |
Income tax payable |
|
|
(5,514) |
(5,687) |
(6,073) |
Proposed dividend |
|
|
(10,300) |
(8,833) |
- |
Derivative liabilities |
|
|
(83) |
(35) |
(132) |
|
|
|
|
|
|
Total liabilities |
|
|
(226,693) |
(219,859) |
(217,097) |
|
|
|
|
|
|
|
UK |
Continental Europe |
Reportable segment total |
Unallocated |
Consolidated total |
|
£000 |
£000 |
£000 |
£000 |
£000 |
Other material items 30 June 2015 |
|
|
|
|
|
Capital expenditure |
1,142 |
309 |
1,451 |
317 |
1,768 |
Depreciation |
1,147 |
261 |
1,408 |
1,014 |
2,422 |
|
|
|
|
|
|
Other material items 30 June 2014 |
|
|
|
|
|
Capital expenditure |
1,986 |
182 |
2,168 |
1,897 |
4,065 |
Depreciation |
1,107 |
286 |
1,393 |
987 |
2,380 |
|
|
|
|
|
|
Other material items 31 December 2014 |
|
|
|
|
|
Capital expenditure |
2,586 |
421 |
3,007 |
2,661 |
5,668 |
Depreciation |
2,260 |
567 |
2,827 |
1,998 |
4,825 |
Amortisation |
- |
- |
- |
75 |
75 |
In the UK the group's freehold properties are held within Headlam Group plc and a rent is charged to the operating segments for the period of use. Therefore the operating reports reviewed by the Group Chief Executive show all the UK properties as unallocated and the operating segments report a segment result that includes a property rent. This is reflected in the above disclosure.
Each segment is a continuing operation.
Notes to the Condensed Consolidated Interim Financial Statements continued
Unaudited
2 SEGMENT REPORTING - continued
The Group Chief Executive, the board and the senior executive management team have access to information that provides details on revenue by principal product group for the two reportable segments, as set out in the following table:
|
UK |
Continental Europe |
Total |
||||||
|
30 June 2015 £000 |
30 June 2014 £000 |
31 December 2014 £000 |
30 June 2015 £000 |
30 June 2014 £000 |
31 December 2014 £000 |
30 June 2015 £000 |
30 June 2014 £000 |
31 December 2014 £000 |
Revenue |
|
|
|
|
|
|
|
|
|
Residential |
189,972 |
178,268 |
378,910 |
19,345 |
19,917 |
43,415 |
209,317 |
198,185 |
422,325 |
Commercial |
84,615 |
79,502 |
169,483 |
19,614 |
23,893 |
43,434 |
104,229 |
103,395 |
212,917 |
|
|
|
|
|
|
|
|
|
|
|
274,587 |
257,770 |
548,393 |
38,959 |
43,810 |
86,849 |
313,546 |
301,580 |
635,242 |
3 FINANCE INCOME AND EXPENSE
|
Six months ended 30 June 2015 £000 |
Six months ended 30 June 2014 £000 |
Year ended 31 December 2014 £000 |
Interest income: |
|
|
|
Bank interest |
115 |
29 |
693 |
Other |
- |
97 |
126 |
Finance income |
115 |
126 |
819 |
|
|
|
|
Interest expense: |
|
|
|
Bank loans, overdrafts and other financial expenses |
(356) |
(361) |
(1,323) |
Net change in fair value of cash flow hedges transferred from equity |
(63) |
(67) |
(132) |
Net interest on defined benefit plan obligation |
(310) |
(270) |
(526) |
Other |
(60) |
- |
- |
Finance expenses |
(789) |
(698) |
(1,981) |
Notes to the Condensed Consolidated Interim Financial Statements continued
Unaudited
4 TAXATION
The group's consolidated effective tax rate in respect of continuing operations for the six months ended 30 June 2015 was 20.25% (for the six months ended 30 June 2014: 21.5%; for the year ended 31 December 2014: 21.5%).
Reductions in the UK corporation tax rate from 23% to 21% (effective from 1 April 2014) and 20% (effective from 1 April 2015) were substantively enacted on 2 July 2013. In the Budget on 8 July 2015, the Chancellor announced additional planned reductions to 18% by 2020. This will reduce the company's future current tax charge accordingly. The deferred tax asset at 30 June 2015 has been calculated based on the rate of 20% substantively enacted at the balance sheet date.
5 EARNINGS PER SHARE
The calculation of the basic and diluted earnings per share is based on the following data:
|
Six months ended 30 June 2015 £000 |
Six months ended 30 June 2014 £000 |
Year ended 31 December 2014 £000 |
Earnings |
|
|
|
Earnings for the purposes of basic and diluted earnings per share being profit attributable to equity holders of the parent |
9,848 |
8,446 |
23,785 |
|
|
|
|
|
2015 |
2014 |
2014 |
Number of shares |
|
|
|
Issued ordinary shares at end of period |
85,363,743 |
85,363,743 |
85,363,743 |
Effect of shares held in treasury |
(1,501,893) |
(2,328,375) |
(2,053,036) |
|
|
|
|
Weighted average number of ordinary shares for the purposes of basic earnings per share |
83,861,850 |
83,035,368 |
83,310,707 |
|
|
|
|
Effect of diluted potential ordinary shares: |
|
|
|
Weighted average number of ordinary shares at period end |
83,861,850 |
83,035,368 |
83,310,707 |
Dilutive effect of share options |
402,528 |
1,072,187 |
264,178 |
|
|
|
|
Weighted average number of ordinary shares for the purposes of diluted earnings per share |
84,264,378 |
84,107,555 |
83,574,885 |
Notes to the Condensed Consolidated Interim Financial Statements continued
Unaudited
6 DIVIDENDS
|
Six months ended 30 June 2015 £000 |
Six months ended 30 June 2014 £000 |
Year ended 31 December 2014 £000 |
|
|
|
|
Interim dividend for 2014 of 5.20p paid 2 January 2015 |
4,355 |
- |
- |
Final dividend for 2014 of 12.30p proposed |
10,300 |
- |
- |
Interim dividend for 2013 of 4.65p paid 2 January 2014 |
- |
3,856 |
3,856 |
Final dividend for 2013 of 10.65p proposed |
- |
8,833 |
8,833 |
|
14,655 |
12,689 |
12,689 |
The final proposed dividend for 2014 of 12.30p per share was authorised by shareholders at the Annual General Meeting on 21 May 2015 and paid on 1 July 2015. The final proposed dividend for 2013 of 10.65p per share was authorised by shareholders at the Annual General Meeting on 21 May 2014 and paid on 1 July 2014.
7 ACQUISITIONS
On 30 January 2015, a subsidiary company of Headlam Group plc entered into an agreement to acquire the business and certain assets of Matty's Wholesale Carpets (Matty's). Matty's is a distributor of residential floorcovering to independent flooring retailers, principally in the Midlands. Revenue for the calendar year 2014 was approximately £4.3 million. Consideration at completion amounted to £1.978 million, with net assets acquired of £1.228 million and goodwill of £0.75 million. Following completion, the autonomous sales and marketing identity of Matty's has been preserved and logistics are being provided by the group's existing facility in Coleshill. The disclosures required by IFRS 3 will be shown in the Annual Report and Accounts for the group for the year ended 31 December 2015.
8 CAPITAL COMMITMENTS
As at 30 June 2015, the group had contractual commitments relating to the purchase of property, plant and equipment of £371,000 (30 June 2014: £198,000, 31 December 2014: £1,019,000).
9 RELATED PARTIES
The group has a related party relationship with its subsidiaries and with its key management. There have been no changes to the nature of related party transactions entered into since the last annual report.
10 SUBSEQUENT EVENTS
Management have given due consideration to any events occurring in the period from the reporting date to the date these Interim Financial Statements were authorised for issue and have concluded that there are no material adjusting or non-adjusting events to be disclosed in these Interim Financial Statements.
Statement of Directors' Responsibilities
We confirm to the best of our knowledge: |
||||||
|
|
|
|
|
|
|
(a) the condensed set of financial statements has been prepared in accordance with IAS 34 'Interim Financial Reporting' as adopted by the European Union; |
||||||
(b) the interim management report includes a fair review of the information required by:
(i) DTR 4.2.7R of the Disclosure and Transparency Rules, being an indication of important events that have occurred during the first six months of the financial year and their impact on the condensed set of financial statements; and a description of the principal risks and uncertainties for the remaining six months of the year; and
(ii) DTR 4.2.8R of the Disclosure and Transparency Rules, being related party transactions that have taken place in the first six months of the current financial year and that have materially affected the financial position or performance of the entity during that period; and any changes in the related party transactions described in the last annual report that could do so. |
This report has been approved by the board of directors and signed on its behalf by
Tony Brewer
Chief Executive Officer
24 August 2015