Final Results - Part 1
Headlam Group PLC
27 March 2001
PART 1
27 March 2001
Preliminary Results for the Year Ended 31 December 2000
Headlam Group plc ('Headlam'), the floorcoverings and windowcoverings
distributor, announces its preliminary results for the year ended 31 December
2000.
Financial highlights
2000 1999 Change
Turnover £448.6m £386.9m +16.0%
Operating profit * £29.5m £34.3m -13.8%
Goodwill amortisation £(60.8)m £(2.4)m
Asset impairment £(5.8)m -
Exceptional items £(2.0)m -
(Loss)/profit before taxation £(44.0)m £28.7m
Earnings per share * 19.7p 27.5p -28.4%
Total dividend per share 10.35p 10.0p +3.5%
Key points
- The operating profit * was principally driven by the continuing solid
performance of the core floorcovering distribution business.
- The substantial underperformance in the Windowcoverings division coupled
with the restructuring and divestment activity has lead to a £67.3
million charge for goodwill amortisation, asset impairment and exceptional
closure costs.
- The recommendation of a final dividend of 7.55p per ordinary share
underpins the board's confidence in the group's future progress.
* before goodwill amortisation, asset impairment and exceptional items
Tony Brewer, Chief Executive of Headlam, said:
'Whilst 2000 has been a challenging year in the group's history, we are
pleased with the ongoing development of the floorcovering businesses, both
distribution and Gradus. With the restructuring of the Windowcoverings
division underway, we are now confident that we have a platform for ongoing
improvement.'
Enquiries:
Headlam Group plc
Tony Brewer, Chief Executive Tel: 0207 457 2345
Stephen Wilson, Finance Director Thereafter: 01675 433000
Gavin Anderson & Company
Richard Constant/Victoria Jackson Tel: 0207 457 2345
CHAIRMAN'S STATEMENT
Our core floorcoverings distribution business had another good year,
but elsewhere the group encountered trading difficulties during the second
half of the year. As the year came to a close, these difficulties were being
resolutely tackled and good progress has been made which is being followed
through in the new financial year.
Financial performance
Operating profit before goodwill amortisation and asset impairment for the
year, amounted to £29.5million compared with £34.3million for the previous
year. The loss before taxation for the year of £44.0million is stated after
amortisation of goodwill totalling £60.8million, a charge for asset impairment
of £5.8million and exceptional losses of £2.0million. This result reflects
the difficulties experienced in the group's activities outside the
floorcoverings distribution businesses. The trading performance of the
Eclipse businesses suffered badly, and the disposal of our fabrics businesses
did not initially proceed to our original timetable. The profitability of the
Gradus businesses slipped behind plan and was also marginally behind 1999
performance.
Earnings and dividend
Excluding goodwill amortisation, asset impairment and exceptional items,
earnings per ordinary share were 19.7p. In view of this, together with the
progress to date with the fabrics disposals and our expectations for the
current year, the board is recommending a maintained final dividend of
7.55p per ordinary share. This makes a total of 10.35p per ordinary share
and represents an increase of 3.5% over the previous year's total
dividend of 10.0p per ordinary share. The dividend for the year is
almost twice covered by the ordinary profit after taxation for the year
excluding goodwill amortisation, asset impairment and exceptional items. If
approved, the final dividend will be paid on 2 July 2001 to shareholders on
the register at 15 June 2001.
Operations
During the course of a difficult year, the group's floorcoverings
distribution activity proved resilient, improving turnover and
profitability over the previous year both in the UK and in Continental
Europe. The relocation of three UK floorcoverings businesses into new
facilities in the first half of the year went well. The result achieved by
Belcolor, acquired in January 2000, was ahead of expectations and was earnings
enhancing for the group.
Eclipse - goodwill impairment
In view of the performance of Eclipse during 2000, the board has decided
to write down the full carrying value of goodwill associated with this
business. Further rationalisation of the Continental European Eclipse
businesses is presently taking place, whilst the immediate focus within
Eclipse is now upon improving the trading positions of the businesses
located in the UK and the USA.
Since the end of 2000, the group has disposed of two fabrics businesses for
a total consideration of £2.6million. The remaining fabrics businesses
are currently profitable.
Board changes
As was previously announced, Tony Brewer, who has been a director of the
company since June 1991, and was previously Managing Director of the
Floorcoverings division, was appointed Chief Executive with effect from 6
November 2000, taking over from Ian Kirkham who resigned as a director.
The board would like to express their thanks to all the staff for their
hard work, commitment and continued customer service.
Group outlook
The current year has started encouragingly with trading results for the
first two months slightly ahead of plan. We are now well on course with the
disposals of the fabrics businesses, and progressing with the restructuring of
the Eclipse businesses. This augurs well for our plans to deliver our
budgeted level of profitability. It is pleasing that we have made a good
start and that we are on course to deliver improved results for the year.
CHIEF EXECUTIVE'S REVIEW
2000 proved to be another successful year for the floorcoverings
distribution businesses both in the UK and Continental Europe. Whilst the
performance of Gradus was initally below expectations, it is now enjoying
the benefit of previous investment.
As communicated during the autumn of 2000, the Windowcoverings
division, incorporating the fabrics and Eclipse businesses, was particularly
disappointing. Action was taken during the latter part of 2000, and
progress continues to be made on the restructuring of this division.
UK floorcoverings distribution
Sales revenues in both the residential and commercial sectors improved in
line with our internal expectations, and available external market data
indicates that we continued to increase our market share. The growth was
well balanced between our regional centres, both MCD and the original
businesses, and through the national distribution presence of Mercado.
JHS, the commercial carpet supplier, also had a successful year, expanding
its product portfolio resulting in an improved market position.
Particularly pleasing was the successful relocation of a number of
businesses being completed without detracting from normal activities.
Included in these relocations were the recently acquired businesses of
Haldon Thompson, Clifford Carpets and LGS which were accommodated within
existing operations.
In all cases, the acquired businesses have retained their own trade
brand consistent with our policy of having autonomous brands which serves to
maximise market penetration.
E-commerce development continued with the number of orders received
through various formats increasing each month. Our business-to-business
websites allow customers to place orders 24 hours a day, every day, with real
time access to stock information. Over 1,600 of our customers are now
actively using this facility.
Continental European floorcoverings distribution
Key to our development in Continental Europe is the relationship which we
have with principal suppliers who have encouraged this initiative and
together we have expanded distribution of their products to our mutual
benefit.
LMS, which distributes commercial and residential products throughout
France, has performed particularly well during 2000, enlarging its market
share and meaningfully increasing profitability. This trend has continued
into 2001 and there are opportunities for both organic growth and
complementary acquisitions to increase our presence in the French market.
As foreseen, 2000 was a transitional year for Lethem-Vergeer in the
Netherlands with a realignment of the product portfolio requiring accelerated
stock disposal resulting in a lower gross margin and subsequently
depressed profitability. This process is now complete and during the first
quarter of 2001 we have also been able to merge successfully the
operations of our other Dutch business, Interplan, in order to prevent the
recurrence of losses previously incurred.
The acquisition of Belcolor in Switzerland has been particularly successful,
and, with the benefit of the existing strong management team, it enhances our
base for further expansion in Continental Europe when the appropriate
opportunity arises.
Gradus
All three businesses within Gradus showed positive sales growth during the
year. However, profitability was slightly lower than the previous year
due to increased investment in sales and marketing.
Accessories further developed its market position, not only with the
core product offering, but also through initiatives in wall protection
products, and the successful acquisition of Decor Fabrications, which
complements our existing floor lighting operations.
Carpets launched a major new product initiative aimed at the general
commercial sector. This resulted in sales growing by 10% against the
previous year, but, due to high marketing costs in the initial launch
process, the resulting profitability was suppressed. However, it is
particularly encouraging that sales from new products have continued to
improve into this year and we have every confidence that 2001 will realise
the benefits of last year's investment.
The fledgling commercial fabrics business formed in 1999 made a
positive contribution in 2000, and is now well positioned to make a meaningful
return on sales during 2001, consistent with other Gradus activities.
Eclipse
2000 proved to be a difficult year for our window blinds businesses.
In the UK, delays in product launches were compounded by the merger of
Vertika, disrupting operations in Glasgow. This undermined the overall
performance, and resulted in profitability being substantially below plan.
In the initial months of 2001, we have focused on improving performance in
the core Eclipse UK business. Now that the logistics issues of the Vertika
merger have been resolved, we expect a positive contribution this year.
All four operations in Continental Europe disappointed during the year.
Sweden and the Netherlands are now showing some improvement, and plans
are well advanced to restructure and eliminate losses in Germany and the
Czech Republic.
Finally, in the USA, major innovative product launches during the year did
not deliver the anticipated results and the contribution has been
substantially below expectations. Senior management within Eclipse have been
redeployed in order to initiate a more satisfactory result.
Fabrics
The performance of certain businesses deteriorated during the year, leading
to our decision to divest of a number of them. This has resulted in the post
year end disposal of B S Brown and Gordon John Textiles, and the impending
sale of Claremont Fabrics.
Edinburgh Weavers and William O'Hanlon made a positive contribution during
the year and continue to make progress.
Board outlook
2001 has commenced with the floorcoverings distribution businesses in both
the UK and Continental Europe delivering improved results in line with our
plans.
Gradus is benefiting from the initiatives of last year and we expect a growth
in profits this year.
Eclipse in the UK is improving internal controls and should deliver enhanced
profitability.
Plans are well advanced to restructure the Eclipse businesses located
in Continental Europe. Our objective in the short-term is to ensure that
loss-making operations are contained.
The management at Eclipse in the USA have been refocused with objectives
to improve product placement, production techniques and overhead control in
order that a more acceptable level of profitability can be realised.
Summary
Whilst 2000 has been a challenging year in the group's history we are
pleased with the ongoing development of the floorcovering businesses, both
distribution and Gradus. With the restructuring of the Windowcoverings
division underway we are now confident that we have a platform for ongoing
improvement.
FINANCIAL REVIEW
Accounting policies
The financial statements have been prepared on a basis which is consistent
with previous years.
Divisional analysis
As mentioned in the 2000 half year statements, the segmental analysis
displays the group's activities by reference to the Floorcoverings and
Windowcoverings divisions. Previously, the analysis was Floorcoverings and
Furnishings. Whilst there is no change in the businesses included in each
division compared with previous years, the board is of the opinion that the
term Windowcoverings more accurately reflects the majority of business
activities included within this division.
Floorcoverings includes the UK and Continental European distribution
businesses and Gradus, the business which manufactures and distributes
contract flooring accessories and floorcoverings.
Windowcoverings includes the soft furnishing fabrics businesses and the
Eclipse businesses which manufacture and distribute window blind systems.
Acquisitions, disposals and closures
During the year and the first quarter of 2001, the group acquired, disposed
and closed businesses and segments of businesses.
The acquired businesses, all of which are included within the
Floorcoverings division, are as follows:
- Belcolor, a floorcoverings distribution business, located in Switzerland,
acquired during January 2000.
- Clifford Carpets, a floorcoverings distribution business, located in the
UK, acquired during January 2000.
- LGS, a floorcoverings distribution business, located in the UK, acquired
during February 2000.
- Decor Fabrications, a commercial lighting business, located in the UK,
acquired during July 2000.
The disposals and closures, all of which are included within the
Windowcoverings division, are as follows:
- ESV, a windowcoverings distribution business, located in the UK, which
was closed during October 2000.
- Headlam Textile Printers, a transfer printing operation, located in the
UK, which was closed during December 2000.
- BS Brown, a workwear fabrics distribution business, located in the UK,
which was disposed during January 2001.
- The soft furnishing fabrics cut, make and trim operation, located in the
UK, which was closed during February 2001.
- Gordon John Textiles, a soft furnishing fabrics business, located in the
UK, which was disposed during February 2001.
With the exception of Headlam Textile Printers which was part of
Claremont Fabrics, all of the above have been included in discontinued
operations.
Turnover
During the year, the group's turnover increased by 16.0% from £386.9 million
to £448.6 million. The turnover for the year includes turnover from acquired
and discontinued businesses respectively amounting to £26.2 million and £16.5
million (1999: £21.1 million). Turnover from ongoing operations, excluding
acquisitions, increased by 11.0% from £365.8 million to £405.9 million and
includes a full year contribution from JHS, Eclipse and LMS which were all
acquired during the first half of 1999.
Operating performance
The underlying operating profit on ordinary activities for the year, stated
before goodwill amortisation, asset impairment, and exceptional items,
decreased by 13.8% from £34.3 million to £29.5 million.
As highlighted in the segmental analysis this decline is principally
attributable to a significant downturn in performance in the Windowcoverings
division which, year on year, shows a decrease in operating profit of £6.1
million, down from £8.3 million to £2.2 million.
Asset impairment
As noted previously, two businesses have been disposed of since the year end.
The two transactions involved the sale of the business and associated assets
less certain liabilities. The net realisable value of these assets amounted
to a value which, was less than the value of the assets recorded in the
consolidated balance sheet. Furthermore, it is likely that the future planned
disposal of another soft furnishing fabrics business will give rise to a
similar deficiency. Under these circumstances, the board has elected to
recognise this impairment in asset value by way of a charge of £5.8 million
against this year's results.
Goodwill amortisation
The goodwill arising on acquisitions completed during the year, amounting to
£5.5 million has been capitalised and assigned a useful economic life of 20
years. Goodwill has been amortised during the period on a timing basis in
order to match with post acquisition income and amounts to £0.3 million.
Goodwill amortisation arising on the acquisitions of JHS, LMS and Haldon
Thompson amounted to £0.5 million.
As noted earlier, this year's decline in profitability is principally
attributable to the under performance in the Windowcoverings division. In
particular, the profit derived from the Eclipse businesses shows a significant
downturn compared with the forecasts completed for Eclipse before the
acquisition. In the light of this deterioration and in combination with the
group's commitment to divest of substantial parts of the Eclipse activities,
the carrying value of goodwill, capitalised on the acquisition of Eclipse, has
been reviewed to determine the extent to which it has been impaired. The
board has concluded that the goodwill no longer has any useful economic life
and has therefore elected to recognise an impairment loss of £60.0 million in
this year's results.
On the disposal of businesses in 2001, there will be a need to recognise a
goodwill write off of £9.3 million through the consolidated profit and loss
account. This was previously written off to reserves at the date of
acquisition, as these transactions occurred before 1 January 1998, and has not
been recognised through the consolidated profit and loss account.
Exceptional items
Exceptional items relate to a £1.4 million loss incurred on the closure of
ESV, a business inherited through the acquisition of Eclipse, and losses of
£0.6 million arising from the sale of properties.
Net interest payable
The group's interest cost increased from £3.1 million to £4.9 million.
Interest cover based on profit before goodwill amortisation, asset impairment
and exceptional items declined to 6.0 times compared with 11.1 times for the
previous year.
Taxation on (loss)/profit on ordinary activities
The underlying rate of tax during the year was 32.9% (1999: 34.2%) giving rise
to a charge of £7.1 million. However, a prior year adjustment of £3.4 million
reduced the taxation charge to £3.7 million giving rise to an effective rate
of 18.6%(1999: 30.5%). The prior year adjustment principally relates to tax
deductible items that had previously been excluded pending final agreement
with the Inland Revenue. The underlying rate of tax is maintained at a higher
level than would ordinarily apply because of the inability of certain overseas
businesses to fully utilise the tax relief available in the year.
Movement in shareholders' funds
Shareholders' funds have decreased from £119.4 million to £63.9 million.
A substantial part of this decrease is caused by the board's decision to
recognise the goodwill impairment loss relating to Eclipse amounting to £60.0
million.
Cash flows
Cash inflow from operating activities during the period amounted to
£32.3 million compared with £32.0 million for the previous year
emphasising the strength of the group's underlying trading performance.
Within this inflow, net working capital investment amounted to £1.4
million (1999: £6.1 million), highlighting the cyclical nature of the
group's working capital requirements. During the first half of the year,
working capital investment absorbed £12.1 million of which £10.7 was
released during the second half of the year.
Cash inflow before financing for the year amounted to £0.9 million compared
with a cash outflow of £15.7 million for the previous year. The year
on year improvement was attributable to the following principal items shown:
£m
Purchase of fixed assets 4.9
Sale of fixed assets and investments 3.8
Acquisitions 14.2
------
22.9
Bank and loan interest (1.6)
Taxation (1.5)
Dividends (3.9)
------
(7.0)
------
15.9
------
During the year, cash outflow was £3.5 million compared with £12.7 million
for the previous year.
Treasury management and financial instruments
The group operates a policy of centralised treasury management covering
its funding arrangements, foreign exchange and interest rate exposure.
The group's financial instruments, other than derivatives, comprise cash,
borrowings and various items that arise directly from its operations such
as trade debtors and trade creditors. The main purpose of these
financial instruments is to raise finance for the group's trading operations.
The analysis set out below excludes trade debtors and trade creditors.
In addition, the group has non-equity shares, which have a total nominal
value of £50,000 and a market value at 31 December 2000 of £46,605. These
financial instruments have been excluded from the analysis below.
The group enters into derivatives transactions for interest rate swaps and
forward foreign currency contracts. The purpose of such transactions is
to manage the interest rate and currency risks arising from the group's
sources of finance and operations.
It is, and has been throughout the period under review, the group's policy
that trading in financial instruments is not permitted.
The main risks arising from the group's financial instruments are interest
rate risk, liquidity risk and foreign currency risk. The board reviews and
agrees policies for managing each of these risks and they are summarised
below. These policies have remained unchanged during the period under review.
Interest rate risk
The group finances its operations through a mixture of retained profits and
bank borrowings. The group borrows principally in sterling, euros, US
dollars and Swiss francs at both fixed and floating rates of interest.
Interest rate swaps have been used to manage the group's exposure to interest
rate fluctuations and achieve desired interest profiles. During the year
and at 31 December 2000, with the exception of £2.0 million Swiss franc
fixed interest financial liabilities, all the group's borrowings were at
floating rates. The board continues to monitor the group's interest rate
risk and presently holds the view that, during this period of
restructuring and divestment, the benefits of retaining flexibility outweigh
the uncertainty associated with floating rate interest profiles.
Floating rate financial liabilities
The interest rate and currency profile of the group's floating rate
financial liabilities at 31 December was as follows:
Currency Floating rate
2000 1999
£m £m
Sterling 33.7 32.1
Euro 0.7 0.9
US dollar 1.7 4.4
Swiss Franc 1.1 -
------ ------
37.2 37.4
------ ------
The above analysis excludes financial liabilities used to provide a hedge
against foreign net investments. The details of these foreign currency
borrowings as at 31 December are as follows:
Currency
2000 1999
£m £m
Euro 7.2 7.1
Swiss Franc 4.1 -
----- ----
11.3 7.1
----- ----
Included within the euro financial liability above is an amount of £4.3
million which is included in cash at bank and in hand as permitted by the
group's bank set-off arrangements.
The floating rate financial liabilities are comprised of:
* sterling denominated bank borrowings and overdrafts that bear interest
at rates based on UK bank base rate and LIBOR for periods between one
day and three months,
* US dollar denominated bank borrowings and overdrafts that bear interest
at rates based on US prime rate and LIBOR for periods of one day,
* euro bank borrowings and overdrafts based on Euro base rate,
* and Swiss franc denominated bank borrowings and overdrafts based
on internal floating rates of the institutions providing the facilities.
Fixed rate financial liabilities
The weighted average interest rate and currency profile of the group's fixed
rate financial liabilities at 31 December 2000 was as follows:
Fixed rate financial liabilities
Currency 2000 Weighted average Weighted average period for
interest rate which rate is fixed
£m % years
Swiss Franc 2.0 4.49 2.75
------ ------ ------
Financial assets
The interest rate and currency profile of the group's financial assets at 31
December was as follows :
Currency Floating rate
2000 1999
£m £m
Euro 1.2 -
US dollar - 0.9
------ ------
1.2 0.9
------ ------
The floating rate financial assets are comprised of cash at bank that
bears interest at overnight rates based on EURIBOR and US Prime. The above
analysis of financial assets excludes financial assets held in the same
currency as the overseas operations.
Liquidity risk
The group's net indebtedness increased from £33.6 million to £38.9
million. Balance sheet gearing, based on shareholders' funds before the
capitalisation of goodwill, increased from 67.7% at 31 December 1999 to
78.7%. Balance sheet gearing derived from shareholders' funds after the
capitalisation of goodwill was 61.0% compared with 28.2% for the previous
year.
The group's cash position during the year reduced by £3.7 million from
£10.9 million to £7.2 million.
Total group financial liabilities at 31 December were as follows:
2000 1999
£m £m
Bank loans and overdraft 41.0 40.5
Obligations under finance leases
and similar hire purchase contracts 5.2 4.0
------ ------
46.2 44.5
------ ------
The maturity profile of the group's financial liabilities at 31 December was
as follows:
2000 1999
£m £m
In one year or less, or on demand 8.0 13.5
In more than one year but not more
than two years 33.9 13.2
In more than two years but not more
than five years 4.3 17.8
------ ------
46.2 44.5
The group has various undrawn committed borrowing facilities expiring in
one year or less which at 31 December 2000 amounted to £39.4 million. As
mentioned previously, the board has placed an increasing emphasis on
short-term flexibility whilst it manages this transitional period of
restructuring and divestment.
Foreign currency risk
The group's overseas subsidiaries have their operations denominated in
the currency of the country where they are based. In order to protect the
group's sterling balance sheet from foreign currency movements, the group
finances a significant part of its net investment by means of foreign currency
borrowings.
The group's policy is to eliminate all currency movements on its selling
and buying activities through currency contracts for a period of up to twelve
months forward. As at 31 December 2000, after taking account of forward
foreign contracts, the group has eliminated exposure to movements in foreign
currency.
Gains and losses on currency contracts are not recognised until the
exposure that is being hedged is recognised. Unrecognised gains and losses
on currency contracts and the movements during the year are as follows:
Total net
Gains Losses gains/(losses)
£m £m £m
Unrecognised gains and ------ ------ ------
losses on currency
contracts at 1 January 2000 0.1 0.2 (0.1)
Gains and losses arising
in previous years that
were recognised in 2000 0.1 0.2 (0.1)
------ ------ ------
Gains and losses arising
before 1 January 2000 that
were not recognised in 2000 - - -
Gains and losses arising
in 2000 that were not
recognised in 2000 - - -
------ ------ ------
Unrecognised gains and
losses on currency contracts
at 31 December 2000 - - -
------ ------ ------
Gains and losses expected
to be arising in 2001 that
were not recognised in 2000 - - -
Fair values
As at 31 December 2000, there was no material difference between the book and
fair value of the group's financial instruments.
Going concern
The financial statements have been prepared on the going concern basis since
the board is satisfied that the company has adequate resources to
continue in operational existence for the foreseeable future.
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