Final Results

Marshalls PLC 07 March 2003 Embargoed until 07.00 on 7 March 2003 MARSHALLS PLC PRELIMINARY RESULTS FOR THE YEAR TO 31 DECEMBER 2002 Marshalls plc, the specialist Landscape, Clay and Natural Stone Products Group, today announces results for the year to 31 December 2002. Year to 31 Year to 31 Increase December 2002 December 2001 (£'000) (£'000) % Turnover 342,056 328,036 4.3 Operating profit 50,329 45,333 11.0 Profit before tax 49,391 42,711 15.6 Basic earnings per share 20.05p 17.11p 17.2 Dividend per share 10.00p 9.50p 5.3 • Record sales and profits • Basic earnings per share up 17% • Disposal of Flooring business for £13.1m • Strong balance sheet with gearing of 8.8% despite £40m of capital and acquisition investment • Graham Holden to become Chief Executive • Dividends up 5.3% to 10.0p per share • 2003 has started with strong customer demand Commenting on these results, Christopher Burnett, Chairman said: 'In what was an unusual and challenging year in terms of trading conditions, it is pleasing to have again achieved record sales and profits. Customer demand remains strong and, as a consequence of the backlog of domestic work that has built up during the year, the installers of our products began 2003 with healthy order books. The commercial and public sector markets, where likewise we have seen a backlog of work, also remain strong. I am delighted that we are today announcing that Graham Holden is to become Chief Executive of the Group after I step down as Executive Chairman. Graham has significantly improved the performance of the Landscape Division. We have also commenced the search for a new Non-Executive Chairman who, together with Graham and the Board, will ensure that we continue to deliver superior value for our shareholders.' Enquiries: Christopher Burnett Chairman Marshalls plc 0207 404 5959 on 7 March 2003 Ian Burrell Finance Director Marshalls plc 01484 438900 thereafter Jon Coles Brunswick Group 0207 404 5959 William Cullum Brunswick Group 0207 404 5959 Chairman's Statement Turnover in the twelve months to 31 December 2002 increased by 4.3% to £342.1 million (2001: £328.0 million). Operating profit in the period increased by 11% to £50.3 million (2001: £45.3 million). Taking into account the £2.3 million profit on the disposal of the Flooring business, explained later in my statement, the Group profit before tax at £49.4 million (2001: £42.7 million) was 15.6 per cent above 2001. All Divisions achieved sales growth. Landscape Products increased by 2.8 per cent, Clay Products by 2.9 per cent and Natural Stone Products, with a full year contribution from Stancliffe Stone, by 27.6 per cent. Emerging Businesses, including the contribution from the Flooring business sold after eleven months, increased sales by 2.7 per cent. The remaining Emerging Businesses, increased sales by 12.7 per cent. It is very pleasing to me to report to you that the Board have decided that Graham Holden (43), currently Chief Executive of the Landscape Products Division, will become Group Chief Executive when I step down as Executive Chairman of the Group. Graham joined Marshalls in 1986 and was appointed to the Board in 1992 as Finance Director. He became Chief Executive of the Landscape Products Division in November 2000 and has significantly improved the performance of that Division since his appointment. We have already commenced the search for a new Managing Director of Marshalls Landscape Products who will be expected to join the Board on appointment. In addition, we have commenced the search for a new Non-Executive Chairman who, together with Graham and the Board, will ensure that we continue to deliver superior value for our shareholders. Landscape Products Division Sales in 2002 were £254.5 million (2001: £247.6 million) an increase of 2.8 per cent over last year despite the significant disruption to trade caused by the special events in the summer. However, we still managed to increase operating profit by 11.9%, to a record £38.5 million (2001: £34.4 million). The year had three very different trading periods. It started very strongly with sales ahead of expectations, there then followed the special events of the summer, which dramatically reduced activity right across the industry, and finally came a slow recovery through until September when sales returned to more normal levels. The significant capital investment programme undertaken over the past few years has enabled us to deliver record operating profits. This is not only producing greater manufacturing efficiency, but also, as all Service Centres now have the appropriate plant, we are able to deliver our full range of products to every region of the country at lower cost. The other aspect of our strategy, investment in marketing both to the domestic and commercial sectors, did not produce all the potential benefits in 2002 because of the unusual trading conditions. Nevertheless, the business will gain this year from new products and the continued development of the Marshalls Register of approved driveway and patio installers, and investment in focused advertising directed at our various target customer groups. All three elements of the marketing strategy will again be taken to new levels during 2003. Divisional Outlook Our market research continues to confirm strong consumer interest in driveway, garden and patio products to enhance the home environment. Consumers also recognise that investment in this area improves the value of their property, and can easily be financed. In 2003 we plan to use television advertising for the first time through sponsoring lunchtime gardening programmes on UK Style, the satellite channel. To link with this we are also extending our offer to consumers, through members of the Marshalls Register, to include a finance package that will make it easier for them to meet the cost of installation. New products already launched and directed specifically at the commercial and public sector markets, put us in a strong position to also win a share of announced Government spending projects. These are continuing to forecast that construction sector growth will be ahead of the wider economy which should compensate for any possible weakness in consumer spending. While it is not within our power to influence economic conditions we can improve the performance of our own business and will continue to work to that effect during 2003. Clay Products Division The 2.9 per cent increase in sales to £30.3 million (2001: £29.4 million) should be seen in the context of a half per cent rise in Industry volumes for the year, despite the improved level of activity in the construction sector. We saw most growth from products sold to builders merchants through the Landscape Products Division's Service Centres. This facility allows merchants to purchase smaller quantities of Clay products for immediate delivery when ordering other landscape products. While market conditions are not easy, the restructuring already undertaken by other companies in the Industry, including capacity reduction, has resulted in a better trading environment. This has also been helped by falling Industry stocks. Operating profit at £4.4 million (2001: £4.5 million) is after charging redundancy costs and writing down certain stocks as part of a stock cleansing programme. We have told shareholders previously of our continuing drive to lower the cost base of the business and find more operating efficiencies. There still remains much to be done in this area. We are as determined as ever to deliver this value to shareholders. Divisional Outlook The outlook for the brick market is probably better than it has been for some time. With the private house building market remaining active, and the Government's intention to increase significantly the provision of low cost public housing, there are encouraging signs for future demand. Other public sector projects, particularly new schools and hospitals, together with increased spending by local authorities on repair and maintenance, should also create more demand for bricks. Natural Stone Division The Natural Stone Division supplies a diverse range of products, principally for commercial and public sector projects. Besides Yorkstone products from our own quarries the range includes aggregates and imported granite and sandstone. This is the first year in which we have disclosed the results of this business which now merits Divisional status. Sales, amounted to £25.0 million (2001: £19.6 million) an increase of 27.6 per cent, including a full year's contribution from Stancliffe Stone, acquired in June 2001. Organic growth in sales was 14.0 per cent. Operating profit, after reorganisation costs and goodwill amortisation, increased by 31.1 per cent to £3.3 million (2001: £2.5 million). Organic growth in operating profit was 10.6 per cent. Over the past 2 years, significant investment in new plant and technology has been made to enhance the Division's productivity. The benefits of this policy are showing through in the results. More investment will take place in 2003. The Division's diverse portfolio of stone products is appreciated by leading Architectural practices working on prestigious schemes, particularly in London and the South East. Recent projects include Somerset House, The Royal Opera House and currently Trafalgar Square. Divisional Outlook The Management structure of the Division has been strengthened to take advantage of the many opportunities that exist in the marketplace. With a healthy order book, the prospects for further growth are encouraging. 2003 will also see a full year contribution from a small but profitable sand and gravel business acquired in December 2002. Emerging Businesses Division Sales in the Division amounted to £32.3 million (2001: £31.5 million), an increase of 2.7 per cent. Following the disposal of the Flooring business in November 2002, the Division now consists of three businesses: Drainage Products, Street Furniture, and Classical Flagstones. The sales of these remaining businesses, on a like for like basis, increased by 12.7 per cent. Operating profits at £4.1 million (2001: £3.9 million) increased by 6.1%. The reason for the sale of our Flooring business is that we did not see the prospect of Marshalls establishing a major market presence in this sector. It remains the strategy of the Division that we either grow the individual businesses organically, or by acquisition, to create a significant presence in their sector, or we dispose of them. The prospects for the remaining businesses are good as the growth in sales would suggest. Drainage Products The business supplies linear drainage for use in road building as well as for commercial and domestic landscaping schemes. Until this year it has been a split site business with some activity on the same site as our Flooring business. Encouraged by the prospect of selling that business, drainage products have now been consolidated on one site. Despite this disruption, the business managed to increase sales by 20.9 per cent in the year. Street Furniture The Street Furniture business consists of our own manufactured concrete products and metal telescopic bollards, supplemented by a wide range of factored products. This year saw sales improve by a very encouraging 16.6 per cent. The management of this business has also been strengthened recently. As a result more attention will be given in future to working closely with the rest of the Group on enquiries for projects where our other products are also likely to be specified. Classical Flagstones The aspirational ranges of high quality flagstones produced by this business are sold mainly to the domestic market for internal flooring in hallways and kitchens. During the year we encountered difficulties with our production facilities that took some time to resolve. As a consequence we were required to delay fulfilling orders until these problems were corrected. Sales were therefore more than 26 per cent below last year. The business is now back to normal production levels. Divisional Outlook The improvements we have made across the Division during 2002 in terms of sales and production and also in strengthening the management teams give every reason to believe that the Division will deliver further significant growth in 2003. We are also actively seeking acquisitions to increase the size and market share of each business. Balance Sheet The Group balance sheet remains exceptionally strong. The net borrowings at the year end of £17.9 million (2001: £12.9 million) represents gearing of 8.8 per cent (2001: 6.9 per cent). This position has been affected by a combination of our continuing capital investment programme, an acquisition and higher stock levels which have been partially offset by the cash inflow from the disposal of our Flooring business. Cash inflow from operating activities amounted to £54.6 million (2001: £70.7 million). The main change from 2001 relates to an increase in stock levels of £8.6 million. The higher stock levels are predominantly in the Landscape Products Division and related to the special events in the summer and the slower recovery in the third quarter. Only in September did sales return to more normal levels and stock levels start to reduce. Initiatives have been established to reduce stock to target levels in 2003. Investment and Disposals The Group continued to invest significantly in its capital expenditure programme spending £36.5 million (2001: £31.3 million). In addition in December 2002 a small sand and gravel business was acquired for £4.75 million. On 29 November 2002 the Group disposed of its Flooring business, which manufactures pre-cast concrete flooring, to Hanson Building Products, part of Hanson PLC for cash proceeds of £13.1 million and commenced the closure of a related business on the same manufacturing site. The gain on disposal and termination of business of £2.3 million is disclosed net of goodwill of £1.5 million previously eliminated against reserves. Dividend The Board has decided to recommend a final dividend of 6.70p (2001: 6.35p) per ordinary share making a total of 10.00p (2001: 9.50p) for the year, an increase of 5.3 per cent compared with 2001. The dividend will be paid on 7 July 2003 to Shareholders on the Register on 6 June 2003. The ex-dividend date will be 4 June 2003. Outlook We enter the new financial year with installers having good domestic order books. Whilst general economic conditions are expected to be more difficult in 2003, the prospects for the UK construction industry should still remain good in view of public sector spending plans. With this in mind, and the developments we have in place for all our Divisions, we are looking forward to another successful year. MARSHALLS PLC PRELIMINARY ANNOUNCEMENT OF RESULTS AUDITED CONSOLIDATED PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED 31 DECEMBER 2002 Notes 2002 2001 £'000 £'000 (As restated) Turnover 1 342,056 328,036 Operating costs 1 (291,727) (282,703) Operating profit 1 50,329 45,333 Gain on disposals of property 1 - 321 Gain on disposal and termination of business 1 2,255 - Profit on ordinary activities before interest 52,584 45,654 Interest (net) (3,193) (2,943) Profit on ordinary activities before taxation 1 49,391 42,711 Taxation on profit on ordinary activities 2 (15,750) (14,003) Profit for the financial year 33,641 28,708 Preference dividends: non equity shares 3 (137) (174) Profit attributable to ordinary shareholders 33,504 28,534 Ordinary dividends: equity shares 4 (16,737) (15,846) Retained profit for the financial year 16,767 12,688 Earnings per share : Basic 5 20.05p 17.11p Diluted 5 20.02p 17.10p Adjusted Basic 5 19.41p 17.58p Dividend per share 4 10.00p 9.50p The comparatives have been restated for the effect of FRS19 'Deferred Tax'. MARSHALLS PLC PRELIMINARY ANNOUNCEMENT OF RESULTS AUDITED CONSOLIDATED BALANCE SHEET AS AT 31 DECEMBER 2002 Notes 2002 2001 £'000 £'000 (As restated) Fixed assets Intangible 24,113 21,316 Tangible 184,699 169,902 208,812 191,218 Current assets Stocks 62,978 54,387 Debtors 30,997 31,517 Cash at bank and in hand 7,307 14,655 101,282 100,559 Creditors: Amounts falling due within one year (67,493) (66,215) Net current assets 33,789 34,344 Total assets less current liabilities 242,601 225,562 Creditors: Amounts falling due after more than one (20,003) (20,007) year Provisions for liabilities and charges (19,852) (18,843) Net assets 1 202,746 186,712 Capital and reserves Called up share capital 42,007 43,006 Share premium account 17,726 18,910 Revaluation reserve 5,166 5,166 Other reserves 14,352 14,352 Profit and loss account 123,495 105,278 Shareholders' funds 202,746 186,712 Analysis of shareholders' funds Equity 201,638 184,589 Non Equity 1,108 2,123 202,746 186,712 The comparatives have been restated for the effect of FRS19 'Deferred Tax'. MARSHALLS PLC PRELIMINARY ANNOUNCEMENT OF RESULTS AUDITED CONSOLIDATED CASH FLOW STATEMENT FOR THE YEAR ENDED 31 DECEMBER 2002 Notes 2002 2001 £'000 £'000 Cash inflow from operating activities 6 54,608 70,677 Returns on investments and servicing of finance (3,407) (4,118) Taxation (13,301) (13,172) Capital expenditure (33,832) (30,607) Acquisitions and disposals 9,210 (5,696) Equity dividends paid (16,128) (15,239) Cash (outflow)/inflow before financing (2,850) 1,845 Financing (4,498) 281 (Decrease)/increase in cash in the year (7,348) 2,126 Reconciliation of net cash flow to movement in net debt (Decrease)/increase in cash in the year (7,348) 2,126 Cash outflow from decrease in debt and lease financing 2,315 262 Change in net debt resulting from cashflows (5,033) 2,388 Loans issued on acquisition of businesses - (6,408) Movement in net debt in the year (5,033) (4,020) Net debt at beginning of year (12,862) (8,842) Net debt at end of year (17,895) (12,862) Net gearing 8.8% 6.9% MARSHALLS PLC PRELIMINARY ANNOUNCEMENT OF RESULTS AUDITED CONSOLIDATED PRIMARY STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2002 Consolidated Statement of Total Recognised Gains and Losses Notes 2002 2001 £'000 £'000 (As restated) Profit for the financial year 33,641 28,708 Total recognised gains for the year 33,641 28,708 Prior year adjustment 8 (18,843) Total recognised gains since last annual report 14,798 Consolidated Reconciliation of Movements in Shareholders' Funds 2002 2001 £'000 £'000 (As restated) Profit for the financial year 33,641 28,708 Dividends (preference and ordinary) (16,874) (16,020) Retained profit for the financial year 16,767 12,688 New share capital issued 143 552 Repayment and cancellation of 10% Cumulative Preference Shares (2,274) - Costs associated with share cancellation (52) - Write off on issue of shares to QUEST - (9) Goodwill previously eliminated against reserves 1,450 - Net additions to shareholders' funds 16,034 13,231 Shareholders' funds at beginning of year 186,712 173,481 (originally £205,555,000 restated for prior year adjustment of £18,843,000) Shareholders' funds at end of year 202,746 186,712 The comparatives have been restated for the effect of FRS19 'Deferred Tax'. Consolidated Historical Cost Profits and Losses There is no material difference between historical cost profits and those reported in the profit and loss account. MARSHALLS PLC PRELIMINARY ANNOUNCEMENT OF RESULTS AUDITED CONSOLIDATED NOTES FOR THE YEAR ENDED 31 DECEMBER 2002 1 Segmental analysis Turnover Operating profit 2002 2001 2002 2001 £'000 £'000 £'000 £'000 Landscape 254,515 247,585 38,530 34,441 Clay 30,252 29,401 4,372 4,482 Natural Stone 24,958 19,567 3,282 2,503 Emerging Businesses 32,331 31,483 4,145 3,907 342,056 328,036 50,329 45,333 Gain on disposals of property - 321 Gain on disposal and termination of business 2,255 - Interest (net) (3,193) (2,943) Profit on ordinary activities before 49,391 42,711 taxation The gain on disposal and termination of business relates to the sale of the Group's Flooring business on 29 November 2002 for gross cash proceeds of £13.1 million and the closure of a related business on the same manufacturing site. The gain on disposal of £2,255,000 is disclosed net of goodwill of £1,450,000 previously eliminated against reserves. No tax is payable on the gain due to the utilisation of capital losses. Net Assets 2002 2001 £'000 £'000 (As restated) Landscape 171,437 142,248 Clay 40,780 43,910 Natural Stone 28,120 25,094 Emerging Businesses 10,076 15,083 250,413 226,335 Unallocated net liabilities (47,667) (39,623) 202,746 186,712 Unallocated net liabilities comprise non-operating assets and liabilities of a financing nature, principally net borrowings, corporation tax, deferred tax and dividends payable. 2002 2001 £'000 £'000 Geographical destination of sales: United Kingdom 337,101 322,846 Rest of the world 4,955 5,190 342,056 328,036 All turnover originates in the United Kingdom from continuing operations and there is no material inter-segmental turnover. MARSHALLS PLC PRELIMINARY ANNOUNCEMENT OF RESULTS AUDITED CONSOLIDATED NOTES FOR THE YEAR ENDED 31 DECEMBER 2002 2 Taxation on profit on ordinary activities 2002 2001 £'000 £'000 (As restated) United Kingdom corporation tax at 30% (2001: 30.00%) 14,772 12,500 Deferred taxation 978 1,503 15,750 14,003 3 Preference dividends: non equity shares 2002 2001 per share £'000 per share £'000 Cumulative redeemable preference shares of 20p each 6.50p 73 6.50p 73 10% cumulative preference shares of £1 each 64 101 137 174 On 20 June 2002, the Company repaid the 10% cumulative preference shares and they were subsequently cancelled. 4 Ordinary dividends: equity shares 2002 2001 per share £'000 per share £'000 Interim: paid 2 December 2002 3.30p 5,523 3.15p 5,246 Final: proposed 6.70p 11,214 6.35p 10,600 10.00p 16,737 9.50p 15,846 MARSHALLS PLC PRELIMINARY ANNOUNCEMENT OF RESULTS AUDITED CONSOLIDATED NOTES FOR THE YEAR ENDED 31 DECEMBER 2002 5 Earnings per share 2002 2001 £'000 £'000 (As restated) Profit for the financial year attributable to ordinary shareholders 33,504 28,534 Profit for the financial year attributable to ordinary shares and potentially 33,504 28,534 ordinary dilutive shares Adjusted basic earnings per share reconciliation: Profit for the financial year 33,504 28,534 Goodwill amortisation 1,190 1,024 Gain on disposals of property - (321) Gain on disposal and termination of (2,255) - business Taxation - 94 32,439 29,331 Weighted average number of shares 167,130,230 166,804,445 Weighted average number of shares 167,130,230 166,804,445 Dilutive shares 247,797 45,244 167,378,027 166,849,689 Basic earnings per share 20.05p 17.11p Diluted earnings per share 20.02p 17.10p Adjusted basic earnings per share 19.41p 17.58p Basic earnings per share is calculated by dividing the profit attributable to ordinary shareholders of £33,504,000 (2001: £28,534,000) by the weighted average number of shares in issue during the year of 167,130,230 (2001: 166,804,445). Diluted earnings per share is calculated by dividing profit attributable to ordinary shares and potentially ordinary dilutive shares of £33,504,000 (2001: £28,534,000) by the weighted average number of shares in issue during the year of 167,130,230 (2001: 166,804,445), plus dilutive shares of 247,797 (2001: 45,244) which totals 167,378,027 (2001: 166,849,689). An adjusted basic earnings per share has been prepared in order to show the underlying performance of the business. The adjusted basic earnings per share is adjusted for goodwill amortisation, gain on disposals of property, the gain on disposal and termination of business and the associated taxation. The comparative adjusted basic earnings per share has been restated to ensure comparability with the current year. In the year ended 31 December 2002, reorganisation costs of £2.0 million have not been disclosed as exceptional and consequently the adjusted basic earnings per share for the year ended 31 December 2001, as disclosed above, makes no adjustment for exceptional items. MARSHALLS PLC PRELIMINARY ANNOUNCEMENT OF RESULTS AUDITED CONSOLIDATED NOTES FOR THE YEAR ENDED 31 DECEMBER 2002 6 Reconciliation of operating profit to cash inflow from operating activities 2002 2001 £'000 £'000 Operating profit 50,329 45,333 Amortisation charges 1,190 1,024 Depreciation charges 15,848 14,616 (Profit)/loss on sale of tangible fixed assets (66) 301 (Increase)/decrease in stocks (9,721) 3,663 (Increase)/decrease in debtors (964) 4,276 (Decrease)/increase in creditors (2,008) 1,464 Cash inflow from operating activities 54,608 70,677 7 Annual General Meeting The Annual General Meeting will be held at Birkby Grange, Birkby Hall Road, Birkby, Huddersfield, West Yorkshire, HD2 2YA at 12.00 (noon) on Wednesday 28 May 2003. The Annual Report will be posted on 16 April 2003. 8 Other The audited consolidated figures have been prepared on the basis of the accounting policies set out in the 2001 financial statements modified for the adoption of FRS19 'Deferred Tax'. The comparatives have been restated and the changes have been dealt with as a prior year adjustment. The impact of these changes on the profit for the period ended 31 December 2002 and 31 December 2001 is to increase the tax charge by £978,000 and £1,503,000 respectively. The impact of these changes on the balance sheet at 31 December 2002 and 31 December 2001 is to reduce shareholders' funds by £19,852,000 and £18,843,000 respectively. The above financial information does not constitute statutory accounts for the year ended 31 December 2002 or for the year ended 31 December 2001 but is derived from those financial statements. Statutory accounts for the year ended 31 December 2001 have been delivered to the Registrar of Companies. The auditors have reported on the year ended 31 December 2001 financial statements and their report was unqualified and did not contain a statement under section 237(2) or (3) of the Companies Act 1985. The statutory accounts for the year ended 31 December 2002 will be delivered to the Registrar of Companies following the Company's Annual General Meeting. This information is provided by RNS The company news service from the London Stock Exchange

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