Final Results

Johnson Service Group PLC 1 March 2002 1 March 2002 Johnson Service Group PLC Preliminary statement of annual results for the 52 weeks ended 29 December 2001 SUMMARY • Turnover unchanged at £220.4m • Operating profit* £33.7m (£33.4m in 2000) • Pre-tax profit* £28.0m (£28.2m in 2000) • Fully diluted earnings per share* increased to 36.5p (36.0p in 2000) • Total dividend for the year raised to 17.6p (17.1p in 2000) • Successful integration of Semara • Conclusion of reorganisation of Dublin businesses • Strong cash flow reduced net borrowings from £94.6m to £77.0m * excluding reorganisation costs, goodwill amortisation and exceptional items. John Hancox, Chairman, Johnson Service Group PLC, said: 'Following a period of acquisition and reorganisation we are now in a strong position to grow the business. We will, however, only realise our full potential when some level of economic recovery emerges.' Enquiries: Johnson Service Group PLC Mike Sutton, Finance Director Tel: 020 7796 4133 on Friday 1 March 2002 only thereafter on 0151 933 6161 Hudson Sandler Michael Sandler / Wendy Baker Tel: 020 7796 4133 Chairman's statement During 2001, Johnson Service Group completed the integration of Semara Holdings, the former textile rental business of Sketchley, which we acquired in early 2000. Following the integration, our textile rental businesses have greater economies of scale, national coverage and more opportunities for cross-selling. The integration was a sizeable task. Over the 22 months since Semara's acquisition, we have closed its former head office, reduced the number of textile rental plants by four to seventeen, reorganised the sales force and begun the job of re-routing customer servicing. We have succeeded in cutting £5m from the annual costs of the merged Group, which is £1m more than we anticipated at the time of the acquisition. Financial results While we made considerable operational progress during 2001, the slowdown in the British and Irish economies caused some deterioration in trading as the year progressed. As a result, turnover was unchanged at £220.4m. While adjusted operating profit was slightly higher at £33.7m (£33.4m in 2000), a higher interest charge as a result of servicing a full 12 months debt incurred on the acquisition of Semara meant that adjusted pre-tax profit was a little lower at £28.0m (£28.2m in 2000). Adjusted earnings per share increased slightly to 36.5p (36.0p in 2000) due to a reduction in the tax charge. We are paying a proposed final dividend of 13.6p (13.2p in 2000), making a total for the year of 17.6p (17.1p in 2000). The above figures for adjusted operating profit, adjusted profit before tax and adjusted earnings per share are before charging reorganisation costs of £4.3m and goodwill amortisation of £4.4m. The Group's net debt fell significantly during the year by £17.6m to £77.0m. Some £6.0m of the cash used to pay down debt came from business disposals, with the remainder from operating cash flow. While the interest charge for the full year increased by £0.5m to £5.7m, the charge in the second half was in fact lower than in the second half of 2000 reflecting the reduction in borrowings as a result of strong cash flow. The interest charge in the full year was covered nearly six times by adjusted operating profit. Operational Progress The 2001 results do not reflect the Group's full potential but are largely the consequence of economic circumstances beyond our control and should be seen within the context of the past five years. During that period we have restructured, re-branded and re-named the Group, sold our US businesses and made several acquisitions, including Stalbridge Linen Services, Connacht Court Group and Semara and grown earnings per share by an average of 11.3% per annum. Throughout our businesses we continued to push for organic growth through both sales initiatives and our focus on quality of service. However, trading conditions were tough and both textile rental and drycleaning experienced some weakness in demand. As previously reported, textile rental began to experience weaker demand in some areas of its business, particularly in manufacturing and tourism during the second quarter. However, the beneficial effects of the Semara integration, the contractual nature of the workwear rental business and relatively low operational gearing meant that its profit held up relatively well. Our high standards in the rental business have enabled us to win, over recent years, a number of large contracts from customers such as food processors and retailers, and also to protect our margin in the face of strong competition. Quality of service helps us to retain almost all of our customers beyond their initial three year contract term. As part of the integration of Semara we sold the Airline Services business in March 2001 for £2.7m. Airline Services, which cleans and packages blankets, linen, cutlery and headsets for airlines, had few synergies with our businesses. The former Semara linen business was sold early in 2001 for £1.0m. These completed the disposal of the non-core businesses acquired with Semara. We also took action to improve our cost base in Ireland by closing the loss-making Dublin plant last April. We had been negotiating with trade unions for some time, and the closure has improved the profitability of the Connacht Court business although it still falls short of our required return. In drycleaning there was a fall in sales and profit from September onwards. This is a high fixed cost business, where profit is particularly sensitive to changes in turnover. Drycleaning's lower profit also reflects both the fact that 2001 included one week's less trading than in 2000 and the costs of starting to introduce our 'Cleanology' initiative in the final quarter. Cleanology will give us a competitive edge by enabling us to improve stain removal from all types of fabric. The initiative will be extended to all our shops over the next 12 months. Although profit was lower than in 2000, Johnsons Cleaners continued to make a significant contribution to the Group's cash flow. Our smaller businesses made progress. Johnsons Washroom Services resumed its development after we made a change of management early in the year. Stalbridge Linen Services continued to expand with the opening of a facility in Scotland. This is a growing and highly profitable business. CCM, which manufactures workwear, had an excellent year. Board changes Richard Zerny, Chief Executive, is to retire at the end of April after 40 years in the industry, the last 24 with the Johnson Group. The Board has identified a likely successor and a further announcement will be made as soon as it is possible to do so. Richard joined the Board in 1983 and was appointed Chief Executive UK in 1989. Since becoming the Group's Chief Executive in 1997 he has done an excellent job in transforming the Group into the leading UK operator in both workwear rental and drycleaning and will leave the Group in a strong position to capitalise on these market positions. Both Richard and the rest of the Board believe that having reached the age of 57, a new Chief Executive is needed to develop and implement our strategy for the next stage of our growth. We thank him for his immense contribution and wish him well in his forthcoming retirement. Outlook There are still benefits to be gained from efficiency improvements in the former Semara business. This year - 2002 - will be the first full year in which the impact of the cost reduction in the merged textile rental business is felt. Further, the sales and cross-selling initiatives underway across the textile rental businesses will generate organic growth. However, until there is a revival in economic activity, it is unlikely that the full benefit will be reflected in the bottom line. We expect continued growth from CCM and Stalbridge Linen Services and from Johnsons Washroom Services as it achieves critical mass. In Ireland, there is still room for growth and we are determined to achieve a significant improvement in the profitability of this business. Johnsons Cleaners will continue to be an important contributor to the Group's cash flow and profit. Following a period of acquisition and reorganisation we are now in a strong position to grow the business. We will, however, only realise our full potential when some level of economic recovery emerges. John Hancox, Chairman Chief Executive's review Johnson Service Group succeeded in meeting most of its strategic goals in 2001. Most importantly, we completed the integration of Semara - an exercise that included the reorganisation of our network of plants, sale of non-core businesses and the introduction of increased efficiencies across our textile rental businesses. I am pleased to report that the integration met all of the objectives that we outlined to shareholders at the time of announcing the acquisition in January 2000. The acquisition and subsequent integration of Semara means that the Group has the largest workwear rental business in Britain, with improved efficiencies of scale and national coverage. Considerable energy has been spent creating today's Group, so it is frustrating that this year has seen slower economic growth offsetting the benefits to profitability. Textile Rental - Great Britain Textile rental in Great Britain experienced difficult trading conditions with turnover increasing by 3.1% from £122.6m to £126.4m and operating profit by 3.8% from £23.4m to £24.3m. Operating margin improved slightly to 19.2% from 19.1%. 2000, a 53 week year, included only 10 months from Semara. Adjusting for this and the disposal of linen, turnover was little changed on a like-for-like basis. The first real indications of weakening demand for textile rental came in the manufacturing and tourism sectors during the second quarter. A number of our customers began to make redundancies in their workforces, with the result that they did not need as many sets of workwear. Johnsons Apparelmaster usually signs three-year contracts with its customers. These contracts include a cancellation fee for garments that are no longer needed, but early termination still results in some loss of rental income. Stalbridge Linen Services, our premium linen hire business, grew its sales during the year following the opening of a depot in Scotland. This occurred in spite of slowing economic demand and the Foot & Mouth epidemic, which resulted in sporting events such as the Cheltenham Race Festival being cancelled. However, the combination of the cost of opening the Scottish facility, the operating costs of the new Shaftesbury sorting facility and cancelled sporting events caused profit to be lower than last year. CCM increased both sales and profit. The company has access to good offshore manufacturing facilities. Johnsons Washroom Services, which was started two years ago, made progress. New management was appointed early in the year and an acquisition was made in Southampton during August to expand the company's geographical base. While the company remains loss making, it is on track to meet business plan targets. Additionally, there are cross-selling and other initiatives under way throughout our textile rental businesses. The rationalisation and disposals, including the disposal of linen turnover of some £5m per annum, associated with the integration of Semara are now complete. The merger of its workwear rental operation with Johnsons Apparelmaster included the closure of four plants and the combination of two sales forces. The process began in 2000 and continued in 2001 with the sale of Airline Services in March and the closure of the Nottingham plant in June. Following this action we now have 17 textile rental plants throughout Britain. There is still room for greater efficiencies. For example, some of the former Semara sites have manual sortation systems. Investment in automated processing systems will lead to greater productivity. Logistics will be improved through ensuring that customers are serviced from the nearest appropriate site. We are in the early stages of working through our customer relationships to make sure this happens efficiently. Textile Rental - Ireland Turnover fell during the year by 9.8% from £25.4m to £22.9m as a result of both the effect of the weak tourist trade on our Galway linen business, and the sale of our loss-making Dublin linen business. The latter explains the overall 31.3% increase in operating profit from £1.6m to £2.1m and improvement in operating margin from 6.3% to 9.2%. Following the sale of the Dublin linen business we relocated the surgical pack production and workwear rental to two new Dublin sites and vacated the Rathfarnham plant. On the west coast of Ireland our Galway-based linen hire business suffered from the weakness in the tourist trade, which led to a decline in demand for linen from hotels. By contrast, both the Galway workwear rental business and the Spiddal Micronclean garment service business performed better than might have been anticipated. Drycleaning For most of the year Johnsons Cleaners' sales held up well and met our budget projections. However, there was a downturn in sales from September onwards. Although for the year as a whole turnover rose by 0.3% on a like-for-like 52 week basis, it fell on an actual basis by 1.8% from £72.4m to £71.1m as a result of the continuing shop closure plan and the fact that there were only 52 weeks of trading in 2001 (53 weeks in 2000). Because this is a high fixed cost business, and reflecting the costs of introducing our Cleanology initiative, there was a proportionately greater deterioration in operating profit, which fell by 13.1% from £8.4m to £7.3m with operating margin at 10.3% (2000: 11.6%). We continued to refocus the shop portfolio - closing underperforming sites and opening in more convenient locations. Convenience is a critical factor in attracting sales. Twenty-three shops were closed, while nine were opened. All of the new shops were either 'drive-ins', or located in or adjacent to major supermarkets. At the year end the number of shops had fallen from 538 to 524. We have reduced the number of operating regions from four to three, which has had cost benefits. In October, we took measures to improve further the quality of our drycleaning. Within each shop, one member of staff has been selected to become the ' Cleanologist'. This person undertakes special training and sits an examination overseen by The Guild of Launderers and Cleaners. A new range of chemicals and an ultrasonic stain removal gun are being provided in each shop. It is our intention that every shop should have a fully trained Cleanologist by the end of 2002. Cleanology enables our staff to clean delicate materials such as silk far more effectively than before, and to improve stain removal on all types of fabrics. It should also help to make our brand even more synonymous with quality. Finally, as already reported in the Chairman's Statement, I am retiring at the end of April after 40 years in the industry, 24 of them in the Johnson Group. Having reached the age of 57, I share the Board's view that it is time for a change. I believe that the Group is in excellent shape and, with new, younger leadership will be best able to maximise on the many exciting opportunities for further growth in the support services area. Richard Zerny, Chief Executive JOHNSON SERVICE GROUP PLC CONSOLIDATED PROFIT AND LOSS ACCOUNT 52 Weeks to 53 Weeks to Dec 2001 Dec 2000 £m £m TURNOVER - continuing operations 220.4 220.4 OPERATING PROFIT BEFORE REORGANISATION COSTS AND GOODWILL AMORTISATION 33.7 33.4 Reorganisation costs (4.3) (5.6) Amortisation of goodwill (4.4) (3.9) OPERATING PROFIT - continuing operations 25.0 23.9 Exceptional items - 0.5 Profit before interest 25.0 24.4 Net interest (5.7) (5.2) PROFIT BEFORE TAXATION 19.3 19.2 Total taxation (6.5) (7.1) PROFIT ATTRIBUTABLE TO SHAREHOLDERS 12.8 12.1 PROFIT BEFORE TAXATION (Before reorganisation costs, goodwill amortisation and exceptional items) 28.0 28.2 Dividends i) Rates of dividend per share: Ordinary shares of 10p each - interim paid 4.0p 3.9p - final paid - 13.2p - final proposed 13.6p - - total 17.6p 17.1p Preference shares of 10p each - paid 3.75p 7.5p ii) Total amount absorbed thereby (£m) 10.0 9.8 EARNINGS PER SHARE - Basic 22.6p 21.9p - Fully Diluted 22.5p 21.5p EARNINGS PER SHARE (Before reorganisation costs, goodwill amortisation and exceptional items) - Basic 36.7p 37.2p - Fully Diluted 36.5p 36.0p JOHNSON SERVICE GROUP PLC CONSOLIDATED BALANCE SHEET AS AT DECEMBER 2001 2001 2000 £m £m FIXED ASSETS Goodwill 77.2 80.3 Tangible fixed assets 80.7 88.1 Textile rental items 29.0 31.7 Investments 0.5 0.9 187.4 201.0 CURRENT ASSETS Investments - 2.5 Stocks 8.7 8.0 Debtors 48.4 47.2 Cash at bank and in hand 1.3 0.9 58.4 58.6 CURRENT LIABILITIES Creditors: Amounts falling due within one year (46.3) (49.7) NET CURRENT ASSETS 12.1 8.9 TOTAL ASSETS LESS CURRENT LIABILITIES 199.5 209.9 Creditors: Amounts falling due after more than one year (77.0) (90.6) PROVISIONS FOR LIABILITIES AND CHARGES (14.8) (15.3) NET ASSETS 107.7 104.0 CAPITAL AND RESERVES Called-up share capital 5.7 5.9 Share premium account 6.8 5.8 Revaluation reserve 11.0 12.2 Other reserves 2.1 1.8 Profit and loss account 82.1 78.3 SHAREHOLDERS' FUNDS 107.7 104.0 Non-equity Shareholders' funds included above - 5.9 JOHNSON SERVICE GROUP PLC CONSOLIDATED CASH FLOW STATEMENT 52 Weeks to 53 Weeks to Dec 2001 Dec 2000 £m £m NET CASH INFLOW FROM OPERATING ACTIVITIES 55.2 63.5 RETURNS ON INVESTMENTS AND SERVICING OF FINANCE Net interest paid (5.4) (7.5) Preference dividends paid (0.3) (0.6) NET CASH OUTFLOW FROM RETURNS ON INVESTMENTS AND SERVICING OF FINANCE (5.7) (8.1) TAXATION Tax paid (net) (2.3) (8.9) CAPITAL EXPENDITURE AND FINANCIAL INVESTMENT Payments to acquire tangible fixed assets (8.1) (10.2) Payments to acquire textile rental items (24.1) (22.1) Receipts from sales of tangible fixed assets 2.2 1.4 Proceeds from textile rental items withdrawn from circulation 5.6 4.8 Net movement in investments - (0.1) NET CASH OUTFLOW FOR CAPITAL EXPENDITURE AND FINANCIAL INVESTMENT (24.4) (26.2) ACQUISITIONS AND DISPOSALS Payments to acquire businesses (2.7) (104.8) Cash generated by business held for resale 0.1 (0.6) Receipts from disposal of businesses 5.5 13.8 NET CASH INFLOW/(OUTFLOW) FROM ACQUISITIONS AND DISPOSALS 2.9 (91.6) EQUITY DIVIDENDS PAID (9.3) (8.4) CASH INFLOW/(OUTFLOW) BEFORE FINANCING 16.4 (79.7) FINANCING Issue of Ordinary share capital 1.1 0.2 Debt due within 1 year: Loan notes redeemed - (0.2) Debt due in more than 1 year: Movement in unsecured loans (12.2) 62.4 Finance lease movement (2.2) (1.8) NET CASH (OUTFLOW)/INFLOW FROM FINANCING (13.3) 60.6 INCREASE/(DECREASE) IN CASH IN THE PERIOD 3.1 (19.1) NOTES TO THE PRELIMINARY ANNOUNCEMENT 1. Segmental Information - Analysis of Turnover and Operating Profit Before Reorganisation Costs and Goodwill Amortisation 52 Weeks to 53 Weeks to Dec 2001 Dec 2000 £m £m Continuing Operations GB Rental Turnover 126.4 122.6 Profit 24.3 23.4 IR Rental Turnover 22.9 25.4 Profit 2.1 1.6 GB Drycleaning Turnover 71.1 72.4 Profit 7.3 8.4 Total Continuing Operations Turnover 220.4 220.4 Operating Profit before Reorganisation Costs and Goodwill Amortisation 33.7 33.4 The results of acquisitions are not significant and have not been disclosed separately. 2. Reorganisation Costs The reorganisation costs in 2001 and 2000 comprise mainly redundancy payments and the write off of fixed assets in closed facilities in respect of the integration of the textile rental business acquired as part of Semara Holdings Plc and withdrawal from the Dublin linen rental business. 3. Exceptional Items 52 Weeks to Dec 53 Weeks to Dec 2001 2000 £m £m Disposal of US operation (discontinued) - 0.5 No taxation arises on exceptional items. 4. Taxation 52 Weeks to Dec 53 Weeks to Dec 2001 2000 £m £m Continuing Operations: UK corporation tax 6.5 6.0 Overseas corporation tax 0.6 (0.4) 7.1 5.6 UK deferred tax (0.2) 1.2 Overseas deferred tax (0.4) 0.3 Total Continuing Operations 6.5 7.1 The tax relief on the reorganisation costs incurred in the current year has reduced UK corporation tax by £0.7m (2000: £0.8m) and overseas deferred tax by nil (2000: £0.1m). 5. Dividends 52 Weeks to Dec 53 Weeks to Dec 2001 2000 £m £m 10p Convertible preference shares at 3.75p per share (2000: 7.5p) 0.1 0.5 Ordinary shares at 17.6p (2000: 17.1p) per share 9.9 9.3 10.0 9.8 On 12 October 2001 an interim dividend of 4p was paid on the Ordinary shares. A proposed final dividend of 13.6p will be paid on 1 May 2002 to Shareholders on the register of members on 5 April 2002. Dividends on the Convertible preference shares were paid on 2 July 2001. All of the Convertible preference shares were converted to Ordinary shares during the year. 6. Earnings Per Share 52 Weeks to Dec 53 Weeks to Dec 2001 2000 £m £m Profit for the financial year 12.8 12.1 Less dividend on 10p Convertible preference shares (0.1) (0.5) Profit attributable to Ordinary Shareholders 12.7 11.6 Less (gain) on exceptional items - (0.5) Add reorganisation costs (net of taxation) 3.6 4.7 Add goodwill amortisation 4.4 3.9 Adjusted profit attributable to Ordinary Shareholders 20.7 19.7 Weighted average number of Ordinary shares 56,420,946 53,056,860 Fully diluted number of Ordinary shares 56,929,376 56,066,444 Basic earnings per share is calculated using the weighted average number of shares in issue during the year, excluding those held by the Trust established in connection with the Long Term Incentive Plan, based on the profit attributable to Ordinary Shareholders. Adjusted earnings per share figures are given to exclude the effects of reorganisation costs, goodwill amortisation and exceptional items, net of taxation. For diluted earnings per share, the weighted average number of Ordinary shares in issue is adjusted to assume conversion of all dilutive potential Ordinary shares. The Company has dilutive potential Ordinary shares arising from share options granted to employees where the exercise price is less than the market price of the Company's Ordinary shares during the year and in addition, at December 2000, those shares arising on conversion of the 7.5p (net) Convertible Cumulative Redeemable Preference shares. 7. Reconciliation of Operating Profit to Net Cash Inflow from Operating Activities 52 Weeks to Dec 53 Weeks to Dec 2001 2000 £m £m Operating profit 25.0 23.9 Depreciation 30.6 32.2 Amortisation of goodwill 4.4 3.9 Loss on sale of tangible fixed assets 2.6 0.7 (Decrease)/increase in reorganisation creditor* (2.4) 2.4 (Increase) in current assets (2.2) (2.1) (Decrease)/increase in other creditors (2.7) 1.5 Adjustment in respect of provisions and pensions (0.1) 1.0 55.2 63.5 * Separately analysed from other creditors 8. Acquisitions and Disposals Purchase of Businesses Two minor acquisitions were completed in the year for a total cash consideration of £2.7m generating goodwill of £2.1m. The principal acquisition in 2000 was Semara Holdings Plc, which was acquired on 22 February 2000 for a total consideration of some £103.5m and was included at the provisional fair value of net assets. This amount included £14.8m in respect of the provisional values of assets held for resale. The disposal of the assets was completed during the period and the final cash flows have resulted in an increase of £0.3m in the fair value of assets acquired and a corresponding reduction in goodwill on the Semara acquisition. Disposal of Businesses 52 Weeks to 53 Weeks to Dec 2000 Dec 2001 £m £m Net Assets Disposed of Investment held for resale 2.7 14.7 Textile rental items 1.4 - Reduction in loss on disposal of US business - 0.5 4.1 15.2 Total cash receivable 4.1 15.2 Deferred consideration 1.4 (1.4) Total cash received in year 5.5 13.8 The investment held for resale at December 2000 of £2.5m was in respect of the Airline Services business which was disposed of during the year for a net consideration of £2.7m. The investment, together with the cash flows of the business, resulted in an adjustment to the goodwill attributable to the acquisition of Semara Holdings Plc of £0.3m. The textile rental items were in respect of the linen rental businesses in the UK and Ireland sold during the year. No goodwill is attributed to these businesses. 9. Reconciliation of Net Cash Flow to Movement in Net Debt 52 Weeks to 53 Weeks to Dec 2000 Dec 2001 £m £m Increase/(decrease) in cash in year 3.1 (19.1) Cash outflow/(inflow) on change in debt and lease financing 14.4 (59.5) Change in net debt resulting from cash flows 17.5 (78.6) Finance leases - new - (2.3) Amortisation of issue costs of new bank loans (0.2) (0.2) Loans and leases acquired with subsidiaries (0.2) (11.2) Exchange movement 0.5 0.6 Movement in net debt in year 17.6 (91.7) Opening net debt (94.6) (2.9) Closing net debt (77.0) (94.6) 10. Analysis of Net Debt At December Cash Acquisitions Other Exchange At December 2000 Flow (Excluding Non-cash Movement 2001 Cash) changes £m £m £m £m £m £m Cash in hand and at bank 0.9 0.4 - - - 1.3 Overdraft (2.7) 2.7 - - - - Debt due after more than one year (89.0) 12.2 (0.2) (0.2) 0.5 (76.7) Finance leases (3.8) 2.2 - - - (1.6) (94.6) 17.5 (0.2) (0.2) 0.5 (77.0) Non-cash changes represent the effects of amortising issue costs relating to bank loans. 11. Abridged Accounts The financial information set out above does not constitute the Company's statutory accounts for the years ended 29 December 2001 or 30 December 2000, but is derived from those accounts. Statutory accounts for 2000 have been delivered to the Registrar of Companies and those for 2001 will be delivered following the Company's Annual General Meeting. The Auditors have reported on those accounts; their reports were unqualified and did not contain a statement under either s237 (2) or (3) of the Companies Act 1985. 12. Rates of Exchange The following rates of exchange have been used: 2001 2000 Irish Pound Average rate IR£1.27 IR£1.29 Closing rate IR£1.29 IR£1.25 Euro Average rate €1.61 - Closing rate €1.64 €1.59 13. Preliminary Announcement A copy of this Preliminary Announcement is available on request to all Shareholders by post from The Company Secretary, Johnson Service Group PLC, Mildmay Road, Bootle Merseyside L20 5EW. The Announcement can also be accessed on the Internet at www.JohnsonPLC.com. 14. Approval The Preliminary Announcement was approved by the Board of Directors on 1 March 2002. This information is provided by RNS The company news service from the London Stock Exchange
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