Final Results
Sirdar PLC
20 September 2001
Sirdar PLC
Preliminary Results for the year ended 30th June 2001
Chairman's Statement
Introduction
In my statement in March 2001 I reported that there had been significant
changes to the structure of the group and its management. We acquired Ryalux
Carpets Limited in October 2000 and these results include the contribution
from Ryalux since that date. Duncan Verity joined the main board on 17th
October 2000 and shortly after was appointed Group Chief Executive with effect
from 1st January 2001. At the same time I became non-executive Chairman. In
view of the new management structure within the group we have, for the first
time, included a review of the group's operations from the Group Chief
Executive.
Group restructuring
The group has made significant progress in implementing the strategy set out
last year. To date we have acquired Ryalux and having sold Eversure Textiles
Limited, our curtains and accessories business, in June 2000, we sold our
hotel subsidiary, Acropolis Hotels Limited, in July 2001. The profit on sale
of the hotel, of approximately £4m, will be recorded in the accounts for the
year to 30th June 2002. The group is now evaluating further acquisition
opportunities, mainly in the floor coverings sector.
The results
Turnover in the year increased by 38% to £65.6m (2000: £47.6m) including the
nine month contribution from Ryalux of £22.3m. Operating profit increased by
60% to £9.7m (2000: £6.0m) reflecting a contribution from Ryalux of £2.5m and
the elimination of the losses at Eversure. Profit before taxation was £8.5m
compared with a loss last year of £1.2m, although last year's figure was after
charging the exceptional loss on disposal of Eversure of £7.0m. The operating
review from the Group Chief Executive provides further details of the
divisional performance.
The improved performance detailed above and the acquisition of Ryalux has
resulted in earnings per share of 12.46p (2000: loss of 6.19p) and an increase
in adjusted earnings per share of 58% to 13.59p (2000: 8.58p). The directors
are recommending a final dividend of 4.00p per share which represents a 4%
increase on last year. This dividend is payable on 26th November 2001 to
those shareholders on the register of members at the close of business on 26th
October 2001.
Cash flow
Net cash inflow from operating activities in the year was £12.3m compared to £
9.1m last year. Cash balances increased by £2.3m. However, after taking into
account the £26.4m of loan notes issued in connection with the acquisition of
Ryalux and other movements, total net debt increased by £24.5m to £25.9m.
Subsequent to the year end, approximately £14.0m was received on completion of
the disposal of Acropolis, substantially reducing the group's gearing and
providing increased financial capacity to pursue further acquisitions.
Personnel
I have already mentioned the appointment of Duncan Verity and I wish him
continued success in his new role as Group Chief Executive. I also welcome
James Gatherum who has joined the group to succeed Duncan as managing director
of Ryalux. James has considerable valuable experience in the textile and
consumer goods industries.
Current trading and future prospects
The operating review from the Group Chief Executive contains a report on
current trading and the prospects for each division. Whilst the start to the
new financial year has been challenging, and market conditions are expected to
remain difficult, your board is confident that we have the structure to meet
these challenges and that the group is well positioned for the future.
GERRY LUMB
Chairman
20th September 2001
Chief Executive's Review
Following its acquisition of Ryalux Carpets Limited where I had been managing
director for twelve years, I joined the board of Sirdar PLC in October 2000.
I was delighted to be appointed Group Chief Executive in January this year.
One of my first tasks was to seek my replacement at Ryalux and I am pleased to
report that James Gatherum joined us from the Headlam Group as the managing
director of Ryalux in April 2001.
Travelling around the group companies I have been struck by the high quality
of our employees and the pride they take in the products we manufacture.
There is an underlying enthusiasm to see the group move forward and I am
grateful for the support I have received from all areas of our business. The
management and workforce are our group's biggest asset and I am keen to
capitalise on their skills and knowledge and will encourage employee
involvement at all levels within the group.
Last year the board carried out a strategic review of the group's operations.
I have now had an opportunity to consider the major elements of this review
and I am convinced that the conclusions remain valid. I believe that we
should focus on the area where we are market leaders and that is in floor
coverings and specialist yarns. The sale in July of the hotel business gives
us the opportunity to reinvest in our core activity.
Our number one priority is to optimise the performance of all our existing
businesses in order to reach our longer term objective of a meaningful
increase in sales and profitability. This will be achieved through the growth
and development of our ongoing brands and through the acquisition of new
businesses.
Floor coverings in the UK is a mature market and in order to grow we need to
increase our share of the domestic market, increase our export sales and
consider opportunities provided by moves into alternative floor covering
products. We are fully aware of export opportunities and have already taken
initiatives to increase sales into France, Germany, Ireland, the Eastern Bloc
countries and the USA. In addition, joint trading relationships are being
developed with a number of European businesses.
Floor Coverings Division
Contract floor covering products are marketed under the Burmatex and Carpet
Tile Company brands. Burmatex supplies fibre bonded products in sheet and
tiles along with tufted tiles whilst the Carpet Tile Company offers up-market
tufted tiles.
Residential products are marketed under the Ryalux, William Lomas and the
recently launched Rugs by Ryalux brands. Ryalux supplies the top end of the
market with William Lomas aiming at the middle market.
Sales of this division increased by 105% to £45.0m (2000: £22.0m) with a
contribution of £22.3m from Ryalux. Divisional profit increased by 50% to £
8.0m (2000: £5.3m) with a contribution from Ryalux of £2.5m.
Contract floor covering sales increased by 3% to £22.7m (2000: £22.0m) whilst
operating profit increased by 4% to £5.5m (2000: £5.3m). As these numbers
testify, it was another extremely successful year for Burmatex and the Carpet
Tile Company in this relatively difficult market environment and these results
are a credit to all the management and staff associated with the company.
During the year considerable effort was devoted to new developments which will
broaden and further strengthen our product offering. Extra resources have
been dedicated to sales activities to service both the home and export
markets. Exports currently account for 11% of sales but with the initiatives
being taken at present we expect this proportion to show growth over the
coming years.
September saw the commissioning of a new £1m needling line at the Burmatex
factory in Ossett. This new facility will increase capacity and productivity,
improve quality and enable us to develop new product lines to maintain our
position as a market leader in contract flooring.
Over the last few months the residential carpet market has slowed and this
market remains challenging. A number of initiatives have been taken in an
endeavour to maintain sales and profitability and reduce costs.
Several new products have been introduced across all brand areas and extra
resources have been allocated to marketing and sales. The Rugs by Ryalux
brand was launched to capitalise on the current popularity of wood and smooth
floor coverings and has been well received by the retail market.
Hand Knitting and Machine Yarns Division
Marketing of the hand knitting yarns is through the Sirdar and Hayfield
brands. Our machine yarns are marketed under the Tilsa Yarns brand and, prior
to its disposal, the Clutsom & Kemp brand.
Sales for the year increased by 10% to £15.9m (2000: £14.5m) with operating
profit below expectations at £0.6m (2000: £0.9m). The profit shortfall
resulted from losses incurred by Clutsom & Kemp, our elastomeric yarn covering
business, combined with a rationalisation of the customer base in the UK. In
particular, the division suffered from the decision of major high street
retailers to source more product overseas. However, this was mitigated by our
success in obtaining new export business to replace this loss of domestic
sales. The market for elastomeric yarns declined substantially during the
year causing the losses at Clutsom & Kemp. Current market conditions meant
that the prospects of turning this business around in the short term were
remote so we have now decided to sell this business.
In general, the business is taking a far more proactive approach to the market
opportunities. During the year we invested in several new and exciting
products along with improved point of sale display items. In June 2001 we
opened a new, larger showroom at the Wakefield site. This facility will
enable us to display our products to their best advantage to our valued
customers. A web site promoting our yarns will come on line in October.
Exports accounted for 33% of this division's sales, reflecting our business
becoming more international. North America, the Far East and Europe are the
major growth areas and we anticipate exports will take an even higher share of
our business over the next 12 months. We are now seeing a general increase in
interest for our yarns and the business is well placed to satisfy any upturn
in demand.
Hotel Division
The Cedar Court Hotel, Bradford recovered after last year's decline with
turnover of £4.7m (2000: £4.6m) and operating profit of £1.5m (2000: £1.3m).
The disposal of this non core activity was completed in July 2001 for
approximately £14.0m.
Current trading and future prospects
The start to the new financial year has been mixed. Burmatex sales are
broadly in line with our expectations whilst Ryalux is a little down on
expectations. Yarn sales have been a little more difficult but are now
starting to pick up. This year will benefit from the inclusion of Ryalux for
a full year, rather than just nine months last year, and the elimination of
the losses at Clutsom & Kemp.
The disposal of the hotel has enabled, in the short term, a reduction in the
level of the group's indebtedness and associated interest charge going
forward. A profit on disposal of approximately £4m will be included in next
year's accounts in respect of this transaction.
The main challenges are to maximise returns from the existing businesses and
to reinvest the funds realised from the hotel sale into suitable opportunities
in our core activity.
DUNCAN VERITY
Group Chief Executive 20th September 2001
Enquiries:
Mr J D Verity, Group Chief Executive, Sirdar PLC 01924 371 501
Mr K F Henry, Group Finance Director, Sirdar PLC 01924 371 501
Consolidated Profit and Loss Account
year ended 30th June 2001
Continuing 2001 2000
Note £000 £000 £000 £000 £000
Existing Acquisition To Be Total
Discontinued
Turnover 2 38,601 22,323 4,659 65,583 47,580
Operating costs 32,933 19,803 3,161 55,897 41,531
Operating profit 5,668 2,520 1,498 9,686 6,049
Loss on disposal of 2 - (7,024)
subsidiary undertaking
Net interest payable and (1,203) (193)
similar charges
Profit/(loss) before 8,483 (1,168)
taxation
Taxation 2,721 1,776
Profit/(loss) for year 5,762 (2,944)
Dividends 3 2,775 2,686
Retained profit/(loss) 2,987 (5,630)
for the year
Earnings/(loss) per
share
- basic (normal and 4 12.46p (6.19)p
fully diluted)
- adjusted (normal and 4 13.59p 8.58p
fully diluted)
There are no recognised gains or losses other than those disclosed in the
consolidated profit and loss account.
Consolidated Balance Sheet
as at 30th June 2001
2001 2000
£000 £000 £000 £000
Tangible fixed assets 28,732 22,652
Intangible fixed assets 13,459 -
Current assets
Stocks 18,308 9,935
Debtors 12,182 8,119
Cash at bank and in hand 2,849 314
33,339 18,368
Creditors (due within one year) 15,535 10,703
Net current assets 17,804 7,665
Total assets less current liabilities 59,995 30,317
Creditors (due after more than one year) 26,681 -
Deferred taxation 721 721
32,593 29,596
Equity shareholders' funds
Called up ordinary share capital 11,561 11,556
Share premium account 504 499
Capital redemption reserve 2,395 2,395
Profit and loss account 18,133 15,146
32,593 29,596
Consolidated Cash Flow Statement
year ended 30th June 2001
2001 2000
Note £000 £000 £000 £000
Net cash inflow from operating activities 5 12,341 9,100
Returns on investments and servicing of
finance
Interest received 48 -
Interest paid and similar charges (1,106) (193)
(1,058) (193)
11,283 8,907
Corporation tax paid (2,988) (1,220)
Capital expenditure
Purchase of tangible fixed assets (1,817) (1,062)
Sales of tangible fixed assets and 1,895 198
assets
previously held for resale
78 (864)
Acquisitions and disposals
Acquisition of business 8 (1,288) (262)
Net overdraft acquired 8 (1,979) -
Receipt of deferred consideration 130 44
(3,137) (218)
Equity dividends paid (2,705) (2,724)
Cash inflow before financing 2,531 3,881
Financing
Issue of share capital 10 131
Repurchase of share capital - (1,151)
Redemption of loan notes (168) -
Repayment of bank loan (65) -
(223) (1,020)
Increase in cash 7 2,308 2,861
Notes
1 BASIS OF PREPARATION
These preliminary financial statements do not constitute statutory
accounts within the meaning of section 240 of the Companies Act 1985. The
group's statutory financial statements on which the company's auditors,
PricewaterhouseCoopers, have given an unqualified opinion in accordance with
Section 235 of the Companies Act 1985, are to be delivered to the Registrar of
Companies. The financial information for the twelve months ended 30th June
2000 has been extracted from the audited accounts for that year. The auditor's
report on those accounts was unqualified and did not contain any statement
under section 237 of the Companies Act 1985.
2 SEGMENTAL INFORMATION
Analysis of results by class of business
Operating profit/ Net operating
(loss)
before central assets/
Turnover group costs (liabilities)
2001 2000 2001 2000 2001 2000
£000 £000 £000 £000 £000 £000
Floor coverings 45,043 22,023 8,046 5,348 38,613 8,416
Hand knitting and machine 15,881 14,496 610 944 11,835 13,034
yarns
Ongoing 60,924 36,519 8,656 6,292 50,448 21,450
Hotel (to be discontinued) 4,659 4,563 1,525 1,299 9,387 9,424
65,583 41,082 10,181 7,591 59,835 30,874
Curtains and accessories - 6,498 - (1,239) - -
(discontinued)
65,583 47,580 10,181 6,352 59,835 30,874
Central overheads/ (495) (303) (1,160) -
liabilities
Operating profit 9,686 6,049
Loss on disposal of - (7,024)
subsidiary undertaking
9,686 (975)
Net interest payable and (1,203) (193)
similar charges
8,483 (1,168)
The results of the floor coverings division include turnover of £
22,323,000 and operating profit of £2,520,000 relating to Ryalux Carpets
Limited from the date of acquisition.
Net operating assets are stated excluding inter-company financing and are
derived from the balance sheet total by excluding bank borrowings, loans and
loan notes totalling £28,751,000 (2000: £1,758,000), cash collateral balance
of £2,319,000 (2000: nil) and deferred consideration of £350,000 (2000: £
480,000) receivable on the disposal of Eversure Textiles Limited. Central
liabilities are separately identified this year following a reorganisation of
group structure.
The loss on disposal of subsidiary undertaking in the year ended 30th June
2000 relates to the sale of Eversure Textiles Limited.
3. ORDINARY DIVIDENDS
2001 2000
£000 £000
Interim - 2.00p (2000: 1.90p) 925 906
Proposed final - 4.00p (2000: 3.85p) 1,850 1,780
2,775 2,686
4. EARNINGS/(LOSS) PER SHARE
The calculation of basic earnings/(loss) per share is based on earnings of £
5,762,000 (2000: losses of £2,944,000) and on 46,236,537 (2000: 47,565,240)
ordinary shares, being the weighted average number in issue during the year.
Adjusted earnings per share is calculated after excluding goodwill
amortisation of £519,000 in the year ended 30th June 2001 and after excluding
the loss on disposal of subsidiary of £7,024,000 in the year ended 30th June
2000 and is presented in order to demonstrate the underlying progress of the
group.
There is no dilution caused by share options.
5 RECONCILIATION OF OPERATING PROFIT TO NET CASH INFLOW FROM
OPERATING ACTIVITIES
2001 2000
£000 £000
Operating profit 9,686 6,049
Depreciation 2,479 1,923
Goodwill amortisation 519 -
Profit on sale of tangible fixed assets (28) (108)
Decrease in stocks 983 545
Decrease/(increase) in debtors 744 (323)
(Decrease)/increase in creditors (2,042) 1,014
Net cash inflow from operating activities 12,341 9,100
6. ANALYSIS OF CHANGES IN NET DEBT
2001 Cash flow Acquisition Other 2000
£000 £000 £000 £000 £000
Cash at bank and in hand 2,849 2,535 - - 314
Bank overdrafts (1,985) (227) - - (1,758)
864 2,308 - - (1,444)
Loan notes (26,294) 168 - (26,462) -
Bank loan acquired with (473) 65 (538) - -
subsidiary
Total net debt (25,903) 2,541 (538) (26,462) (1,444)
7. RECONCILIATION OF MOVEMENT IN NET DEBT
2001 2000
£000 £000
Increase in cash 2,308 2,861
Loan notes issued (26,462) -
Loan notes redeemed 168 -
Bank loan acquired with subsidiary (538) -
Bank loan repaid during year 65 -
Movement in net debt (24,459) 2,861
Net debt at start of year (1,444) (4,305)
Net debt at end of year (25,903) (1,444)
8 ACQUISITION OF BUSINESS
On 10th October 2000 the group acquired Ryalux Carpets Limited for a total
consideration, including costs, of £27,750,000.
The book value and fair value of the assets acquired was as follows:
Book value Accounting policy alignments Fair value
£000 £000 £000
Tangible fixed assets 6,484 (36) 6,448
Assets held for resale 1,562 - 1,562
Intangible fixed assets 1,226 - 1,226
Stocks 9,540 (184) 9,356
Debtors 5,430 (386) 5,044
Cash and bank balances 50 - 50
Bank overdrafts (2,029) - (2,029)
Creditors (4,931) (274) (5,205)
Taxation (863) (53) (916)
Bank loan (538) - (538)
Net assets acquired 15,931 (933) 14,998
Goodwill 12,752
27,750
Consideration:
Loan notes 26,462
Cash 100
Acquisition costs 1,188
27,750
Assets held for resale comprised certain assets not relating to the ongoing
activities of Ryalux which, under the terms of the Sale and Purchase
Agreement, were repurchased by one of the vendors immediately following
completion. The fair value adjustments principally related to the alignment of
accounting policies with respect to income and cost recognition.
Intangible fixed assets comprise goodwill of £12,752,000 arising on
acquisition, together with purchased goodwill of £1,226,000, which has been
capitalised in accordance with Financial Reporting Standard 10 'Goodwill and
Intangible Assets' and is being amortised over a period of 20 years.
Ryalux has contributed £4,257,000 to operating cash flow, paid £988,000 in
respect of corporation tax and utilised £830,000 for capital expenditure.