10 March 2009
Johnson Service Group PLC
Statement for the Financial Year to 31 December 2008
Johnson Service Group PLC, the textile services and facilities management Group announces its preliminary results for the financial year ending 31 December 2008.
Overview
Resilient trading performance in difficult environment
Three cash generative businesses with strong market positions and growth potential
Net debt reduced to £78.5 million from £168.5 million
Continuing adjusted operating profit* at £17.4m
Adjusted fully diluted earnings per share** of 3.0p
Financial Summary
|
2008 |
2007 |
|
£m |
£m |
Revenue |
263.3 |
316.8 |
Revenue (excluding costs recharged to customers) |
253.6 |
275.7 |
Operating Profit / (Loss) |
5.5 |
(33.1) |
Adjusted Operating Profit* |
17.4 |
18.1 |
Exceptional Items |
(8.7) |
(39.9) |
Loss Before Tax |
(6.3) |
(47.4) |
Adjusted Profit Before Tax** |
6.5 |
6.5 |
* Before intangibles amortisation and impairment (excluding software amortisation) and exceptional items
** Before intangibles amortisation and impairment (excluding software amortisation), exceptional items and exceptional finance costs
John Talbot, Executive Chairman of Johnson Service Group, commented:
'The trading performance overall for 2008 has been satisfactory, given a deteriorating UK economy. Johnsons Apparelmaster has had an extremely successful year despite challenging market conditions. I am delighted with the return to profitability of Stalbridge Linen Services in the second half of the year.
Drycleaning will continue to be affected by the lack of confidence in the high street. However, the actions taken towards the end of 2008 have resulted in a reduction in the weekly costs of the business of £4.0 million (6.0%), on an annualised basis, at present levels of activity.
Our FM division has had a very successful year. We anticipate that the profitability of this division will continue to grow notwithstanding market conditions.
The Board's current intention is to resume dividend payments as soon as appropriate and it intends, subject to continued satisfactory trading, to declare a 2009 interim dividend.
Following the significant progress made during 2008 we now have three market leading divisions which are well placed to meet the difficulties presented by the current economic climate. Overall, the Board expects to achieve a satisfactory result for 2009.'
Enquiries:
Johnson Service Group PLC |
Hudson Sandler |
John Talbot, Executive Chairman |
Michael Sandler |
Yvonne Monaghan, Finance Director |
Wendy Baker |
Tel: 020 7796 4133 (on the day) |
Fran Read |
Tel: 01928 704600 (thereafter) |
Telephone: 020 7796 4133 |
Chairman's Statement
Overview
During the year to December 2008 the Group was restructured. A key focus was to reduce borrowings through a combination of strategic disposals, equity raising and resilient trading performance. As a result net debt reduced by £90.0 million during the year from £168.5 million to £78.5 million at 31 December 2008.
The trading performance overall for 2008 has been satisfactory, given a deteriorating UK economy.
The Divisional Directors for the three main divisions have joined the Board as Executive Directors.
Group Results
Throughout this statement 'Continuing adjusted operating profit' refers to continuing operating profit before amortisation and impairment of intangibles (excluding software amortisation) and exceptional items. 'Adjusted profit before tax' refers to continuing adjusted operating profit less finance costs, excluding exceptional finance costs in relation to bank fees. References to 'continuing' exclude the results of the Corporatewear division which was disposed of in April 2008.
Total continuing revenue for the year reduced to £263.3 million (2007: £316.8 million), while revenue, excluding costs recharged to customers, fell to £253.6 million (2007: £275.7 million). Continuing adjusted operating profit was £17.4 million (2007: £18.1 million). This is explained more fully in the Divisional Operating Review.
Amortisation and impairment of intangibles (excluding software amortisation) on continuing operations amounted to £3.2 million (2007: £11.3 million).
Adjusted profit before tax on a continuing basis, excluding amortisation and impairment of intangibles (excluding software amortisation) and exceptional items and exceptional finance costs, was £6.5 million (2007: £6.5 million).
Net exceptional costs from continuing operations for the year of £8.7 million (2007: £39.9 million) included restructuring costs of £3.4 million (2007: £15.6 million) and professional fees of £6.7 million (2007: £2.4 million) incurred in connection with the bank debt restructuring process and move to the Alternative Investment Market (AIM).
Net finance costs in 2008 were £11.8 million (2007: £14.3 million) comprising exceptional finance costs in relation to bank fees of £0.9 million (2007: £2.7 million) and £10.9 million of other net finance costs (2007: £11.6 million). The reduction in other net finance costs reflects lower average borrowings during the period offset by higher margins paid on the new bank facilities.
After the exceptional costs and amortisation and impairment of intangibles (excluding software amortisation) noted above, the pre-tax loss from continuing operations was £6.3 million (2007: loss £47.4 million). Adjusted fully diluted earnings per share from continuing operations were 3.0p (2007: 3.9p) while continuing earnings per share after exceptional items and amortisation and impairment of intangibles (excluding software amortisation) were a loss of 3.2p (2007: loss 64.7p).
Finances
Total net debt at the end of 2008 was significantly reduced to £78.5 million (December 2007: £168.5 million). This reduction reflects the net receipt of £71.7 million from the sale of Corporatewear and garment sourcing businesses and £35.0 million from the net proceeds of the Placing of Shares and subsequent Open Offer of shares offset by restructuring costs and bank fees.
Interest cover based on continuing adjusted operating profit was 1.6 times (2007: 1.6 times). As all but £20 million of the Group's bank debt is drawn at rates linked to LIBOR, the interest cost in 2009 will benefit from the current reduction in LIBOR rates. Margins over LIBOR applicable to the facility are 4% on £20 million and 2.5% on the remaining £87.5 million. Facility repayments of £8.5 million are due in 2009.
On 31 December 2008, £2.5 million of the bank facility was repaid leaving a facility of £107.5 million in place. The existing facility, which runs to December 2010, is significantly in excess of the anticipated level of borrowings for the foreseeable future.
Disposal of Corporatewear
The disposal of Corporatewear was completed on 28 April 2008 for a total consideration of £84.4 million net of expenses, on a debt free, cash free basis, but before a payment into the pension scheme and the de-grouping charge mentioned below. The pre-tax gain on disposal of £11.9 million, less the estimated de-grouping tax charge arising on the disposal in the sum of £13.2 million, together with the profit after tax arising from the business in the four months prior to disposal, has been shown as a loss on discontinued operations.
The net proceeds of the disposal were principally used to repay debt.
Pension Deficit
The recorded net deficit after tax for all post retirement benefit obligations has increased from £11.0 million at December 2007 to £14.6 million at December 2008. The value of assets, as with many other pension schemes, has been impacted by the fall in equity markets during recent months.
Although the reported deficit will continue to be impacted by movements in assumptions and actual discount rates, both of which are outside the control of the Group, we are working closely with the Trustees of all of our schemes to ensure that the Group's interests are protected. We are in the process of reviewing the investment principles of the scheme in order to maximise the potential return on assets at an appropriate level of risk. In addition we are continuing to explore ways of reducing the valuation of past service liabilities in the schemes whilst at the same time protecting members' interests.
Agreement has been reached with the Trustees of the three defined benefit pension schemes that the additional contributions into the schemes will be £1.5 million in 2009.
Dividend
No final dividend has been declared for 2008. The Board's current intention is to resume dividend payments as soon as appropriate and it intends, subject to continued satisfactory trading, to declare a 2009 interim dividend.
Operating Reviews
Textile Rental
The performance of our Textile Rental Division, which combines Johnsons Apparelmaster and Stalbridge Linen Services, exceeded our expectations for 2008. Although the revenue for the division reduced by 5.0% to £122.6 million (2007: £129.0 million) this was largely as a result of a pre-determined disposal of high volume, low margin hotel linen contracts within Stalbridge in the first half of the year. As a result of the disposal of Corporatewear the intra-Group trading results have been reclassified from the Corporatewear segment to Textile Rental for 2007. After this adjustment, adjusted operating profit increased by 23.3% to £14.3 million (2007: £11.6 million).
Johnsons Apparelmaster, the market leading laundry and workwear rental business, increased revenue by 1.9% to £94.4 million, although the core garment rental and laundry revenue achieved 2.4% growth in a market which continues to remain very competitive. Adjusted operating profit increased by 9.5% to £13.8 million (2007: £12.6 million) giving a margin of 14.6% (2007: 13.6%).
The increase in revenue largely reflected a high level of customer retention, particularly during the first nine months of the year, and an increased level of new business wins, up 30% on the previous year, which generated revenue in the second half. These achievements were offset, to some degree, by increased customer losses in the last three months of the year resulting from higher levels of business closures and downsizing within retained accounts.
In April 2008 the business completed the installation of a new £0.9 million central computer suite in its Fulwood head office and this has delivered much improved IT facilities with capacity for further bespoke development in the future. The operating cost of the IT infrastructure has been reduced during 2008 and has provided an opportunity for sharing IT resources with the Stalbridge business.
In December, the business successfully commissioned a new workwear facility at Logix Park in Hinckley which had been vacated by the Stalbridge operation. The new facility, which utilises less energy and labour, has allowed us to close the existing nearby laundry and demonstrates our commitment to investment in the business for the medium to long term.
Stalbridge Linen Services continues to make significant improvements and is beginning to return to its former market position as the premium quality provider of linen, chefswear, kitchen and restaurant linen to hotels, restaurants, contract catering and corporate hospitality kitchens.
Total revenue reduced in line with our strategy to £28.2 million (2007: £36.4 million) with an adjusted operating loss of £0.5 million (2007: £2.0 million loss). The business generated a modest profit in the second half despite increased energy costs and tougher trading conditions experienced in the hotel and restaurant sectors and remains on track to return to profitability for the year as a whole in 2009.
In April 2008 we continued our capital investment programme by installing modern and efficient washing and processing equipment at our Shaftesbury location which now has improved production efficiencies, quality and operating costs.
As outlined in the half year statement, the financial accounting function was transferred to the Apparelmaster headquarters in Fulwood along with the previously outsourced computer hosting and maintenance facilities. A dedicated project team is currently developing new computer software programmes to replace the existing SAP system which has proved to be disproportionately expensive. This is due to be completed in the final quarter of 2009 with cost savings being achieved in 2010.
Drycleaning
Our retail drycleaning division consists of Johnson Cleaners and Jeeves of Belgravia together with Alex Reid, a leading supplier to the drycleaning industry.
Johnson Cleaners is recognised as the UK's number one drycleaner by both volume and value. It is a trusted national brand that cleans over 15 million garments per annum.
Total revenue of the division decreased by 3.3% to £91.5 million from £94.6 million in 2007 and adjusted operating profit decreased to £4.4 million from £6.0 million in 2007.
The slowdown in the global economy, the sharp decline of spending in the high street and the rising costs of oil based products throughout the majority of 2008 affected the results of the division.
Johnson Cleaners and Jeeves of Belgravia revenue decreased by 3.2% on a like for like basis to £79.3 million (2007: £82.8 million) and adjusted operating profit to £4.2 million (2007: £6.6 million).
The like for like sales for the first half decreased by 2.5%. Although it was anticipated that, the deficit would reduce in the second half of the year, the deterioration of the whole UK economy and in particular a significant slowdown on the high street resulted in like for like sales down by 3.9% in the second half, giving a decrease of 3.2% for the year as a whole.
Management have taken measures to address both the decline in consumer spending and increased operating costs through a programme of cost control initiatives and adapting their strategy to expand and promote additional services.
The repositioning of the Johnson Cleaners portfolio to convenient locations is a key strand to the business strategy and in the year seven new locations were opened in Sainsbury's and Waitrose stores and one new drive-in was opened in Dunfermline in Scotland.
The new site pipeline for 2009 is looking strong with three new openings planned for the first half and many new opportunities coming to market following a recent national campaign to identify potential sites.
In line with estate management strategies, 23 locations closed in the year at the end of their lease. This resulted in the portfolio consisting of 523 branches at the end of 2008.
Our commitment to GreenEarth® continues with the installation of 21 machines in 2008; this has taken the number of branches offering GreenEarth® cleaning to some 50% of the portfolio with further installations planned for 2009. A 10 year license extension has been agreed with GreenEarth® Inc. and an environmental brand manager appointed to oversee the promotion of the benefits of the process.
As part of our store refurbishment programme we have completed 10 locations where our 'Green Credentials' are widely publicised through exterior and interior designs and messaging. This format is being rolled out more widely as a consequence of the improved results from the stores.
Our newly introduced executive service has now been extended to 280 stores following a successful 50 store trial and sales continue to grow on this service. Our priority club membership has been maintained at around 520,000 members despite a net reduction of 14 branches. A 70% like for like increase in sales of laundry and ironing services was also achieved through revitalised offerings across the portfolio.
Johnsons Fabric Restoration, the specialist operation providing fire and flood damaged fabric restoration solutions to the insurance sector, has continued to develop strongly during 2008. Additional satellite facilities have been established at Plymouth and Sleaford and a new 17,000 sq ft site was opened in Glasgow during November, which increases both the business capacity and ability to provide a national service. Business development continues to grow with a sole supply agreement established with Homeserve/ChemDry and strong ongoing relationships with other contractors.
The barriers to entering the drycleaning market are increasing, not only due to more stringent environmental regulations through enforcement of the Solvent Emissions Directive, but also through higher operational costs due to the increased costs of oil based products and new machines sourced from Europe.
Through the investment in GreenEarth® technology and upgrading our machine population over the last five years we are well placed to take advantage of any reduction in the number of competitor sites.
Jeeves of Belgravia has grown both sales and profit during 2008 and plans are now well advanced to embark on a refit programme commencing with the Flagship store at Pont Street, West London. Extension of the brand has resulted in relationships being nurtured with luxury fashion houses and provision of new services such as garment storage.
During 2008 the Jeeves International business has been re-established with successful development of the existing franchise network in New York, Istanbul, Jakarta and Hong Kong and a new franchise in Kuala Lumpur.
Alex Reid our specialist drycleaning supplies business, traded disappointingly in the first half of 2008, operating at break even (2007: loss £0.1 million). With renewed focus on this business in the second half of the year the operating profit result for the full year improved to £0.2 million (2007: loss of £0.6 million) on total revenue of £12.2 million (2007: £11.8 million).
Facilities Management
The Facilities Management division comprises SGP Property & Facilities Management (SGP) and Workplace Engineering. As reported in September's interim statement a major customer took its property management in house with effect from the beginning of 2008, reducing the reported revenue and adjusted operating profit within the division. Revenue for the division was £49.2 million (2007: £93.2 million) whilst revenue excluding costs recharged to customers was £39.5 million (2007: £52.1 million). Adjusted operating profit reduced to £3.6 million (2007: £5.9 million).
SGP, formerly Johnson Facilities Management, which provides property management services to the public sector and to retail, financial and commercial office markets, has produced an adjusted operating profit of £3.1 million (2007: £5.6 million).
Revenue, excluding costs recharged to customers reduced from £40.5 million to £28.5 million while total revenue, including recharges, decreased to £38.2 million (2007: £81.6 million). Revenue and contribution in 2007 from the contract referred to above was £12.8 million and £2.9 million respectively. If the contract referred to above is excluded from the comparative figures, the operating profit would show an increase of 14.8%.
During the year the business was re-branded under the SGP banner, encompassing four main revenue streams, and has won a number of significant new customers particularly in the retail sector where it serves around a quarter of the total number of large high street retailers with chains of over 100 outlets. In the second half of 2008, SGP signed contracts with two well-known fast food retailers and a fashion chain, obtained letters of intent, now contractually confirmed, from a leading distributor of building materials and motorway service stations to provide helpdesk services. The benefits of these contracts will begin to be seen in 2009. SGP is also in the process of retaining and extending its major retail helpdesk contracts, and current indications are that we will achieve a high degree of success in this respect. Our conventional FM business has performed extremely well in 2008 with the expansion of additional services into our existing customer base along with the mobilisation and start up of many new contracts during the year.
The project and property agency area of the business has, as highlighted in the pre close statement, experienced very challenging conditions in 2008 as many of our customers in the retail sector have delayed or cancelled capital projects that are managed by our staff. As a consequence, revenue from projects was down by 73% on 2007. Whilst this is likely to continue throughout 2009, the larger helpdesk and FM business streams are expected to benefit from the downturn as more businesses look to SGP for their cost saving solutions via outsourcing.
Although it is anticipated that difficult high street trading conditions will continue and affect businesses in 2009, this is not expected to have a major impact on SGP overall, given the significant percentage of Public Sector income included in its customer base. As a consequence, 2009 is expected to be a growth year, with SGP's business streams now well positioned in their respective markets to take advantage of any future upturn.
Workplace Engineering, which provides electrical engineering and fit out services reported revenue of £11.0 million (2007: £11.6 million) and adjusted operating profit of £0.5 million (2007: £0.5 million). This was a very credible performance given that the business was affected by the loss of the major contract referred to above which was the major contributor to revenue and profit in 2007. The business has a number of potential new contracts in the pipeline together with a growing number of maintenance contracts which provide a predictable revenue stream.
Group Costs
Group costs have reduced from £5.4 million in 2007 to £4.9 million in 2008. Part of the costs in 2008 related to support for the SAP computer system which is now being withdrawn. These costs will reduce during the current year, and this together with other efficiencies, will result in lower ongoing central costs.
Staff
I would like to thank employees at all levels for the tremendous support and commitment that they have given the Group during the past year.
Outlook
Within the Textile Rental division, Johnsons Apparelmaster has had an extremely successful year despite challenging market conditions. We expect markets to remain difficult throughout 2009 as the UK economy suffers from increased business closures and customers remain more cautious with their spending. I am delighted with the return to profitability of Stalbridge Linen Services in the second half of the year and anticipate that this business will be profitable in 2009, which will be a major landmark for the Group.
Drycleaning will continue to be affected by the lack of confidence in the high street. Sales in the first two months of 2009 have remained in line with expectations. The actions taken towards the end of 2008 have resulted in a reduction in the weekly costs of the business of £4.0 million (6.0%), on an annualised basis, at present levels of activity. Despite unfavourable trading conditions we are investing to further improve the quality of our estate and we intend to open more supermarket and drive in locations during 2009. We shall also continue to expand our promotion of the environmentally friendly GreenEarth® cleaning process.
Our FM division has had a very successful year. When a major contract, which was taken back in-house by the customer at the end of 2007, is excluded from the comparatives the profitability of the division grew despite a significant decline in the project work from our retail customers which generated over £1.0 million of contribution in 2007. The major reasons for this achievement are the profitability of our long term facility management contracts and the outstanding success of our 'help desk' concept utilised by the owners of major property estates. Many new customers have seen our help desk services as a way to control successfully their own costs. We anticipate that the profitability of this division will continue to grow notwithstanding market conditions and it will be exceptionally well placed to benefit from any increase in discretionary spending by its customers.
Following the significant progress made during 2008 we now have three market leading divisions which are well placed to meet the difficulties presented by the current economic climate. Overall, the Board expects to achieve a satisfactory result for 2009.
Consolidated Income Statement
|
|
Year ended 31 December 2008 |
Year ended 31 December 2007 |
Note |
|
£m |
£m |
|
|
|
|
2 |
REVENUE FROM CONTINUING OPERATIONS |
263.3 |
316.8 |
|
Costs recharged to customers |
(9.7) |
(41.1) |
2 |
Revenue excluding costs recharged to customers |
253.6 |
275.7 |
|
|
|
|
2 |
OPERATING PROFIT / (LOSS) |
5.5 |
(33.1) |
|
|
|
|
2 |
OPERATING PROFIT BEFORE INTANGIBLES AMORTISATION AND IMPAIRMENT (EXCLUDING SOFTWARE AMORTISATION) AND EXCEPTIONAL ITEMS |
17.4 |
18.1 |
|
Amortisation and impairment of intangible assets (excluding software amortisation) |
(3.2) |
(11.3) |
3 |
Exceptional items |
|
|
|
- Restructuring and other costs |
(9.6) |
(42.0) |
|
- Profit on disposal of property |
0.9 |
2.1 |
|
|
|
|
2 |
OPERATING PROFIT / (LOSS) |
5.5 |
(33.1) |
|
|
|
|
5 |
Finance costs - Ordinary finance costs |
(11.8) |
(12.7) |
|
- Exceptional finance costs |
(0.9) |
(2.7) |
5 |
Finance income |
0.9 |
1.1 |
|
|
|
|
|
LOSS BEFORE TAXATION |
(6.3) |
(47.4) |
|
|
|
|
6 |
Taxation |
1.7 |
9.0 |
|
|
|
|
|
LOSS FOR THE YEAR FROM CONTINUING OPERATIONS |
(4.6) |
(38.4) |
|
|
|
|
|
DISCONTINUED OPERATIONS: |
|
|
10 |
LOSS FOR THE YEAR FROM DISCONTINUED OPERATIONS |
(1.5) |
(6.5) |
|
|
|
|
|
LOSS FOR THE YEAR ATTRIBUTABLE TO EQUITY HOLDERS |
(6.1) |
(44.9) |
|
|
|
|
|
|
|
|
8 |
EARNINGS PER SHARE * |
|
|
|
Basic earnings per Share |
|
|
|
From continuing operations |
(3.2p) |
(64.7p) |
|
From discontinued operations |
(1.0p) |
(11.1p) |
|
From continuing and discontinued operations |
(4.2p) |
(75.8p) |
|
|
|
|
|
Fully diluted earnings per Share |
|
|
|
From continuing operations |
(3.2p) |
(64.7p) |
|
From discontinued operations |
(1.0p) |
(11.1p) |
|
From continuing and discontinued operations |
(4.2p) |
(75.8p) |
|
|
|
|
* Adjusted earnings per share (before intangibles amortisation and impairment (excluding software amortisation), exceptional items and exceptional finance costs), are shown in note 8.
Consolidated Statement of Recognised Income and Expense
|
|
Year ended 31 December 2008 |
Year ended 31 December 2007 |
|
|
£m |
£m |
|
|
|
|
9 |
Actuarial (loss) / gain on defined benefit pension schemes |
(11.0) |
10.4 |
|
Taxation in respect of actuarial loss / (gain) |
3.1 |
(3.1) |
|
Net movement on reserves in respect of defined benefit actuarial gains and losses |
(7.9) |
7.3 |
|
Cash flow hedges (net of taxation) - fair value losses |
(0.3) |
(0.6) |
|
- transfers to inventory |
- |
0.3 |
|
- transfers to interest |
(0.1) |
(0.2) |
|
NET (EXPENSE) / INCOME RECOGNISED DIRECTLY IN EQUITY |
(8.3) |
6.8 |
|
Loss for the year |
(6.1) |
(44.9) |
|
TOTAL RECOGNISED EXPENSE FOR THE YEAR |
(14.4) |
(38.1) |
Consolidated Balance Sheet
|
|
As at 31 December 2008 |
As at 31 December 2007 |
Note |
|
£m |
£m |
|
ASSETS |
|
|
|
NON-CURRENT ASSETS |
|
|
|
Goodwill |
89.2 |
117.7 |
|
Intangible assets |
11.9 |
32.9 |
|
Property, plant and equipment |
45.4 |
48.4 |
|
Textile rental items |
22.2 |
23.1 |
|
Deferred income tax assets |
12.5 |
13.8 |
|
|
181.2 |
235.9 |
|
|
|
|
|
CURRENT ASSETS |
|
|
|
Inventories |
4.4 |
30.5 |
|
Trade and other receivables |
48.6 |
69.0 |
|
Derivative financial assets |
- |
0.6 |
|
Cash and cash equivalents |
5.2 |
16.3 |
|
|
58.2 |
116.4 |
|
|
|
|
|
LIABILITIES |
|
|
|
CURRENT LIABILITIES |
|
|
|
Trade and other payables |
15.6 |
27.7 |
|
Other creditors and accruals |
31.1 |
49.5 |
|
Current income tax liabilities |
4.1 |
0.3 |
|
Borrowings |
3.8 |
107.8 |
|
Derivative financial liabilities |
- |
0.8 |
|
Provisions |
2.8 |
7.1 |
|
|
57.4 |
193.2 |
|
NET CURRENT ASSETS / (LIABILITIES) |
0.8 |
(76.8) |
|
|
|
|
|
NON-CURRENT LIABILITIES |
|
|
9 |
Retirement benefit obligations |
20.6 |
15.8 |
|
Deferred income tax liabilities |
2.5 |
7.9 |
|
Other non-current liabilities |
1.3 |
1.5 |
|
Borrowings |
79.9 |
77.0 |
|
Derivative financial liabilities |
0.8 |
0.3 |
|
Provisions |
8.8 |
9.8 |
|
|
113.9 |
112.3 |
|
NET ASSETS |
68.1 |
46.8 |
|
|
|
|
|
EQUITY |
|
|
|
CAPITAL AND RESERVES ATTRIBUTABLE TO THE COMPANY'S EQUITY HOLDERS |
|
|
|
Called up share capital |
24.9 |
5.9 |
|
Share premium |
13.7 |
13.7 |
|
Other reserves |
1.7 |
1.9 |
|
Retained earnings |
27.8 |
25.3 |
|
TOTAL EQUITY |
68.1 |
46.8 |
Consolidated Cash Flow Statement
|
|
Year ended 31 December 2008 |
Year ended 31 December 2007 |
Note |
|
£m |
£m |
|
CASH FLOWS FROM OPERATING ACTIVITIES |
|
|
|
Loss for the year |
(6.1) |
(44.9) |
|
Adjustments for: |
|
|
|
Income tax - continuing operations |
(1.7) |
(9.0) |
|
- discontinued operations |
14.0 |
1.5 |
|
Finance income and expense |
11.8 |
14.3 |
|
Depreciation |
21.4 |
28.6 |
|
Amortisation of intangible assets |
4.5 |
7.5 |
|
Impairment of goodwill |
- |
21.2 |
|
Impairment of intangible assets |
- |
17.0 |
|
Write-off of textile rental items |
- |
3.6 |
|
Increase in inventories |
(2.5) |
(1.0) |
|
Decrease in trade and other receivables |
10.6 |
0.8 |
|
Decrease in trade and other payables |
(18.4) |
(10.9) |
|
(Profit) / loss on sale of property, plant and equipment |
(0.6) |
6.2 |
|
Loss on disposal of intangible assets |
- |
0.7 |
|
Pre-tax gain on disposal of subsidiaries |
(11.9) |
- |
9 |
Additional contribution to defined benefit pension schemes |
(2.6) |
(3.5) |
|
Share-based payments |
0.4 |
0.2 |
|
Fair value of financial instruments |
- |
(0.2) |
|
Retirement benefit obligations |
(0.3) |
(0.2) |
|
Provisions |
(5.4) |
(0.2) |
|
Cash generated from operations |
13.2 |
31.7 |
|
Interest paid |
(15.1) |
(15.0) |
|
Taxation received |
1.4 |
0.5 |
|
Net cash flows (used in) / generated from operating activities |
(0.5) |
17.2 |
|
|
|
|
|
CASH FLOWS FROM INVESTING ACTIVITIES |
|
|
|
Acquisition of subsidiary (net of cash acquired) |
- |
(7.1) |
10 |
Proceeds from sale of subsidiary |
71.7 |
- |
|
Purchase of property, plant and equipment |
(7.6) |
(12.5) |
|
Proceeds from sale of property, plant and equipment |
1.5 |
5.7 |
|
Purchase of intangible assets |
(0.6) |
(6.3) |
|
Purchase of textile rental items |
(14.8) |
(19.4) |
|
Proceeds from sale of textile rental items |
4.2 |
3.6 |
|
Interest received |
0.5 |
1.1 |
|
Net cash generated from / (used in) investing activities |
54.9 |
(34.9) |
|
|
|
|
|
CASH FLOWS FROM FINANCING ACTIVITIES |
|
|
|
Proceeds from borrowings |
197.0 |
63.0 |
|
Repayments of borrowings |
(296.5) |
(31.0) |
|
Capital element of finance leases |
(1.0) |
(1.4) |
|
Net proceeds from issue of Ordinary shares |
35.0 |
1.0 |
|
Dividends paid to company Shareholders |
- |
(8.9) |
|
Net cash (used in) / generated from financing activities |
(65.5) |
22.7 |
|
|
|
|
11 |
Net (decrease) / increase in cash and cash equivalents |
(11.1) |
5.0 |
|
Cash and cash equivalents at beginning of period |
16.3 |
11.3 |
12 |
Cash and cash equivalents at end of period |
5.2 |
16.3 |
NOTES TO THE PRELIMINARY ANNOUNCEMENT
1. Basis of Preparation
The financial information contained within this report has been prepared in accordance with International Financial Reporting Standards (IFRS) as adopted by the European Union (IFRSs as adopted by the EU), IFRIC Interpretations and the Companies Act 1985 applicable to companies reporting under IFRS.
The financial information has been prepared using accounting policies consistent with those set out in the 2007 Annual Report.
Segment information is presented in respect of the Group's business segments, which are based on the Group's management and internal reporting structure as at 31st December 2008.
The segment analysis shows the unallocated central overheads separately. The exceptional items have been included within the appropriate business segment as shown on pages 16 to 17.
Revenue from continuing operations originates in the United Kingdom. There is no material difference between revenue by origin and by destination.
Facilities management revenue comprises fees receivable and costs recharged to customers where the relationship with the supplier of services is that of principal. The element of revenue which comprises supplier costs recharged to customers has been shown separately on the income statement to aid interpretation of the business.
Inter-segment pricing is determined on an arm's length basis.
Segment results, assets and liabilities include items directly attributable to a segment as well as those that can be allocated on a reasonable basis, for example:
Rental income received by the property company is allocated to segments based upon rents paid during the year; and
Costs of the Internal Audit function are allocated to segments based upon revenue during the year.
Unallocated items comprise mainly income-earning assets and revenue, interest-bearing loans, borrowings and expenses, and corporate assets and expenses.
The Textile Rental Services results for 2007 have been re-presented for the changed treatment of intra-Group trading to reflect the disposal of Corporatewear.
Segment assets consist primarily of property, plant and equipment, intangible assets, inventories, derivatives designated as hedges of future commercial transactions, receivables and operating cash. They exclude taxation, investments and derivatives designated as hedges of borrowings.
Segment liabilities comprise operating liabilities (including derivatives designated as hedges of future transactions). They exclude taxation and corporate borrowings and related hedging derivatives.
Segment capital expenditure is the total cost incurred during the period to acquire segment assets that are expected to be used for more than one period. Capital expenditure comprises additions to property, plant and equipment, textile rental items and intangible assets, excluding additions resulting from acquisitions through business combinations.
Geographical segments
Revenue originates wholly within the United Kingdom and as a result, no geographical segments are presented within this announcement.
Business segments
The Group comprises the following main business segments:
Textile Rental Services - workwear rental supply and laundering and linen rental for the premium hotel, catering and corporate hospitality markets;
Drycleaning - with over 520 stores nationwide, provides drycleaning, laundry and ironing services, carpet cleaning, upholstery cleaning, wedding dress cleaning and suede & leather cleaning and the supply of drycleaning consumables; and
Facilities Management - delivering building, facilities and property management services and specialist engineering services to public, commercial and retail organisations throughout the UK.
NOTES TO THE PRELIMINARY ANNOUNCEMENT /Continued...
2. Segment Information - Analysis of Revenue, Operating Profit Before Exceptional Items and Intangibles Amortisation and Impairment (excluding software amortisation) and Profit Before Taxation /continued…
Year ended 31 December 2008 |
|
|
|
|
|
||
|
|
Textile Rental Services |
Drycleaning |
Facilities Management |
Unallocated |
Total |
|
|
|
£m |
£m |
£m |
£m |
£m |
|
REVENUE |
|
|
|
|
|
|
|
Revenue |
|
122.6 |
91.5 |
49.7 |
- |
263.8 |
|
Inter-segment revenue |
|
- |
- |
(0.5) |
- |
(0.5) |
|
REVENUE - CONTINUING |
|
122.6 |
91.5 |
49.2 |
- |
263.3 |
|
Revenue - Discontinued |
|
|
|
|
|
25.7 |
|
Total revenue |
|
|
|
|
|
289.0 |
|
REVENUE EXCLUDING COSTS RECHARGED TO CUSTOMERS |
|
|
|
|
|
||
Revenue |
|
122.6 |
91.5 |
40.0 |
- |
254.1 |
|
Inter-segment revenue |
|
- |
- |
(0.5) |
- |
(0.5) |
|
REVENUE EXCLUDING COSTS RECHARGED TO CUSTOMERS - CONTINUING |
122.6 |
91.5 |
39.5 |
- |
253.6 |
||
Revenue - Discontinued |
|
|
|
|
|
25.7 |
|
Total revenue excluding costs recharged to customers |
|
|
|
|
279.3 |
||
|
|
|
|
|
|
|
|
RESULT |
|
|
|
|
|
|
|
Operating profit before intangibles amortisation and impairment (excluding software amortisation) and exceptional items |
14.3 |
4.4 |
3.6 |
(4.9) |
17.4 |
||
Amortisation and impairment of intangible assets |
(1.3) |
- |
(1.9) |
- |
(3.2) |
||
Exceptional items |
|
|
|
|
|
|
|
- Restructuring and other costs |
|
(2.0) |
(0.4) |
- |
(7.2) |
(9.6) |
|
- Profit on disposal of property |
|
- |
- |
- |
0.9 |
0.9 |
|
|
|
|
|
|
|
|
|
Operating profit / (loss) |
|
11.0 |
4.0 |
1.7 |
(11.2) |
5.5 |
|
|
|
|
|
|
|
|
|
Finance costs |
|
|
|
|
|
|
|
- Ordinary finance costs |
|
|
|
|
|
(11.8) |
|
- Exceptional finance costs |
|
|
|
|
|
(0.9) |
|
Finance income |
|
|
|
|
|
0.9 |
|
Loss before taxation |
|
|
|
|
|
(6.3) |
|
Taxation |
|
|
|
|
|
1.7 |
|
Loss for the period - Continuing |
|
|
|
|
|
(4.6) |
|
Discontinued operations - Corporatewear |
|
|
|
|
(1.5) |
||
Loss for the period |
|
|
|
|
|
(6.1) |
|
Discontinued Operations |
Textile Rental Services |
Drycleaning |
Facilities Management |
Unallocated |
Total |
|
|
£m |
£m |
£m |
£m |
£m |
£m |
|
OTHER INFORMATION |
|
|
|
|
|
|
|
Capital expenditure |
|
|
|
|
|
|
|
- Property, plant and equipment |
0.3 |
4.3 |
2.2 |
0.5 |
- |
7.3 |
|
- Textile rental items |
- |
17.5 |
- |
- |
- |
17.5 |
|
- Intangible software |
0.1 |
- |
0.1 |
0.4 |
- |
0.6 |
|
Depreciation and amortisation expense |
|
|
|
|
|
|
|
- Property, plant and equipment |
0.2 |
3.7 |
2.5 |
0.4 |
0.4 |
7.2 |
|
- Textile rental items |
- |
14.2 |
- |
- |
- |
14.2 |
|
- Intangible software |
0.1 |
- |
0.1 |
0.2 |
0.1 |
0.5 |
|
- Intangibles (excluding software) |
0.8 |
1.3 |
- |
1.9 |
- |
4.0 |
|
|
|
|
|
|
|
|
|
BALANCE SHEET INFORMATION |
|
|
|
|
|
|
|
Segment assets |
- |
109.8 |
37.6 |
53.7 |
38.3 |
239.4 |
|
Segment liabilities |
- |
(26.9) |
(18.6) |
(9.9) |
(115.9) |
(171.3) |
NOTES TO THE PRELIMINARY ANNOUNCEMENT /Continued...
2. Segment Information - Analysis of Revenue, Operating Profit Before Exceptional Items and Intangibles Amortisation and Impairment (excluding software amortisation) and Profit Before Taxation /continued…
Year ended 31 December 2007 |
|
|
|
|
|
||
|
|
Textile Rental Services |
Drycleaning |
Facilities Management |
Unallocated |
Total |
|
|
|
£m |
£m |
£m |
£m |
£m |
|
REVENUE |
|
|
|
|
|
|
|
Revenue |
|
129.0 |
94.6 |
94.4 |
- |
318.0 |
|
Inter-segment revenue |
|
- |
- |
(1.2) |
- |
(1.2) |
|
REVENUE - CONTINUING |
|
129.0 |
94.6 |
93.2 |
- |
316.8 |
|
Revenue - Discontinued |
|
|
|
|
|
89.3 |
|
Total revenue |
|
|
|
|
|
406.1 |
|
REVENUE EXCLUDING COSTS RECHARGED TO CUSTOMERS |
|
|
|
|
|
||
Revenue |
|
129.0 |
94.6 |
53.3 |
- |
276.9 |
|
Inter-segment revenue |
|
- |
- |
(1.2) |
- |
(1.2) |
|
REVENUE EXCLUDING COSTS RECHARGED TO CUSTOMERS - CONTINUING |
129.0 |
94.6 |
52.1 |
- |
275.7 |
||
Revenue - Discontinued |
|
|
|
|
|
89.3 |
|
Total revenue excluding costs recharged to customers |
|
|
|
|
365.0 |
||
|
|
|
|
|
|
|
|
RESULT |
|
|
|
|
|
|
|
Operating profit before intangibles amortisation and impairment (excluding software amortisation) and exceptional items |
11.6 |
6.0 |
5.9 |
(5.4) |
18.1 |
||
Amortisation and impairment of intangible assets |
(1.3) |
(1.4) |
(8.6) |
- |
(11.3) |
||
Exceptional items |
|
|
|
|
|
|
|
- Restructuring and other costs |
|
(13.1) |
(0.1) |
(1.5) |
(27.3) |
(42.0) |
|
- Profit on disposal of property |
|
0.9 |
1.2 |
- |
- |
2.1 |
|
|
|
|
|
|
|
|
|
Operating profit / (loss) |
|
(1.9) |
5.7 |
(4.2) |
(32.7) |
(33.1) |
|
|
|
|
|
|
|
|
|
Finance costs |
|
|
|
|
|
|
|
- Ordinary finance costs |
|
|
|
|
|
(12.7) |
|
- Exceptional finance costs |
|
|
|
|
|
(2.7) |
|
Finance income |
|
|
|
|
|
1.1 |
|
Loss before taxation |
|
|
|
|
|
(47.4) |
|
Taxation |
|
|
|
|
|
9.0 |
|
Loss for the period - Continuing |
|
|
|
|
|
(38.4) |
|
Discontinued operations - Corporatewear |
|
|
|
|
(6.5) |
||
Loss for the period |
|
|
|
|
|
(44.9) |
|
Discontinued Operations |
Textile Rental Services |
Drycleaning |
Facilities Management |
Unallocated |
Total |
|
|
£m |
£m |
£m |
£m |
£m |
£m |
|
OTHER INFORMATION |
|
|
|
|
|
|
|
Capital expenditure |
|
|
|
|
|
|
|
- Property, plant and equipment |
1.8 |
3.6 |
1.9 |
0.9 |
0.4 |
8.6 |
|
- Textile rental items |
- |
18.5 |
- |
- |
- |
18.5 |
|
- Intangible software |
0.7 |
- |
0.1 |
0.6 |
3.2 |
4.6 |
|
Depreciation and amortisation expense |
|
|
|
|
|
|
|
- Property, plant and equipment |
0.7 |
4.1 |
2.9 |
3.7 |
0.5 |
11.9 |
|
- Textile rental items |
- |
16.7 |
- |
- |
- |
16.7 |
|
- Intangible software |
0.3 |
- |
0.1 |
0.2 |
0.9 |
1.5 |
|
- Intangibles (excluding software) |
2.7 |
1.3 |
- |
2.1 |
- |
6.1 |
|
- Impairment of goodwill |
13.2 |
- |
1.4 |
6.5 |
- |
21.1 |
|
|
|
|
|
|
|
|
|
BALANCE SHEET INFORMATION |
|||||||
Segment assets |
95.2 |
116.8 |
36.4 |
57.2 |
46.7 |
352.3 |
|
Segment liabilities |
(19.6) |
(32.0) |
(21.1) |
(12.2) |
(220.6) |
(305.5) |
NOTES TO THE PRELIMINARY ANNOUNCEMENT /Continued...
3. Exceptional Items
|
2008 £m |
|
2007 £m |
|
|
|
|
Restructuring costs - Textile Rental Services |
(2.6) |
|
(9.5) |
- Drycleaning |
(0.3) |
|
(0.1) |
- Facilities Management |
- |
|
(1.5) |
- Unallocated |
(0.5) |
|
(4.5) |
- Total |
(3.4) |
|
(15.6) |
|
|
|
|
Professional fees associated with bank restructuring process |
(6.4) |
|
(2.4) |
Professional fees associated with moving to AIM |
(0.3) |
|
- |
Onerous lease and environmental costs |
(0.7) |
|
(3.7) |
Write-off of rental stock |
- |
|
(3.6) |
Write-off of ERP system (software and hardware) |
- |
|
(16.7) |
Uninsured losses |
1.2 |
|
- |
Total restructuring and other costs |
(9.6) |
|
(42.0) |
Property disposals |
0.9 |
|
2.1 |
Total Exceptional Items |
(8.7) |
|
(39.9) |
Exceptional items in relation to discontinued operations have been included within the result from discontinued operations.
In addition to the items above, the Group recognised exceptional finance costs of £0.9m (2007: £2.7m), further details of which are disclosed within note 5.
Restructuring costs within the Textile Rental Services division largely relate to the new processing facility in Hinckley and include redundancy costs and dual processing costs incurred during the transfer of processing facilities. Drycleaning and unallocated restructuring costs relate largely to the termination costs of staff.
Professional fees associated with the bank restructuring process include the cost of an Independent Business Review, legal fees and other advisory fees.
Onerous lease and environmental costs represent a reassessment of expected future costs arising from significant changes in circumstances on specific properties.
The uninsured losses credit arises as a result of a legal claim against the Group being settled for an amount less than that previously estimated.
Property disposals in 2008 relate to the sale of a former textile rental plant.
4. Adjusted Profit Before and After Taxation
The reconciliation of profit before taxation from continuing operations and adjusted profit before taxation from continuing operations is as follows:
|
|
2008 £m |
2007 £m |
|
|
|
|
Loss before taxation |
|
(6.3) |
(47.4) |
Intangibles amortisation and impairment (excluding software amortisation) |
|
3.2 |
11.3 |
Restructuring and other costs |
|
9.6 |
42.0 |
Profit on disposal of property |
|
(0.9) |
(2.1) |
Exceptional finance costs in respect of bank fees |
|
0.9 |
2.7 |
Adjusted profit before taxation |
|
6.5 |
6.5 |
Taxation on adjusted profit |
|
(2.1) |
(4.2) |
Adjusted profit after taxation attributable to continuing operations |
|
4.4 |
2.3 |
NOTES TO THE PRELIMINARY ANNOUNCEMENT /Continued...
5. Finance Costs and Income
|
2008 £m |
|
2007 £m |
|
|
|
|
Interest payable on bank loans and overdrafts |
(11.7) |
|
(12.7) |
Amortisation of bank loan issue costs |
(0.5) |
|
(0.4) |
Interest payable on obligations under finance leases |
(0.1) |
|
(0.2) |
Other finance costs |
(0.2) |
|
- |
|
(12.5) |
|
(13.3) |
Change in fair value of financial derivatives not qualifying for hedge accounting |
- |
|
(0.2) |
Finance costs before notional interest on defined benefit liabilities and assets |
(12.5) |
|
(13.5) |
|
|
|
|
Notional interest on defined benefit obligations: |
|
|
|
- Interest cost on pension scheme liabilities |
(10.7) |
|
(9.8) |
- Expected return on pension scheme assets |
11.5 |
|
10.7 |
- Private healthcare |
(0.1) |
|
(0.1) |
Ordinary finance costs |
(11.8) |
|
(12.7) |
|
|
|
|
Exceptional finance costs relating to bank fees |
(0.9) |
|
(2.7) |
Finance Costs |
(12.7) |
|
(15.4) |
|
|
|
|
Gain on interest rate swap |
- |
|
0.8 |
Other finance income |
0.9 |
|
0.3 |
Finance income |
0.9 |
|
1.1 |
Net finance expense |
(11.8) |
|
(14.3) |
The exceptional finance costs during the year relate to the write-off of bank fees on that part of the new bank facility which was repaid during the period. The exceptional finance costs in 2007 relate to a fee of £1.5 million which the Group was required to pay to its bankers as part of the negotiations of a covenant waiver ahead of the December 2007 covenant test together with the write-off of the remaining £1.2 million unamortised fees paid in respect of the previous facility.
6. Taxation
|
2008 £m |
|
2007 £m |
CURRENT TAX |
|
|
|
UK corporation tax credit for the year |
(3.2) |
|
(3.3) |
Adjustment in relation to previous years |
(1.4) |
|
1.0 |
Current tax credit for the year |
(4.6) |
|
(2.3) |
|
|
|
|
DEFERRED TAX |
|
|
|
Origination and reversal of timing differences |
3.3 |
|
(6.8) |
Adjustment in relation to previous years |
(0.4) |
|
0.1 |
Deferred tax charge / (credit) for the year |
2.9 |
|
(6.7) |
Total credit for taxation included in the Income Statement |
(1.7) |
|
(9.0) |
The taxation numbers above relate to continuing operations.
The tax credit for the period is lower (2007: lower) than the weighted average standard rate of corporation tax in the UK of 28.5% (2007: 30%). The differences are explained below:
|
2008 £m |
|
2007 £m |
|
|
|
|
Loss before taxation per the Income Statement |
(6.3) |
|
(47.4) |
Loss before taxation multiplied by the weighted average standard rate of corporation tax in the UK of 28.5% (2007: 30%) |
(1.8) |
|
(14.2) |
Factors affecting charge for the year: |
|
|
|
Tax effect of expenses not deductible for tax purposes |
0.2 |
|
3.4 |
Tax effect of non-taxable income |
(0.3) |
|
(0.2) |
Reduction of deferred tax due to rate change |
- |
|
0.9 |
Tax effect of future abolition of IBAs |
2.0 |
|
- |
Adjustments to tax in respect of prior periods |
(1.8) |
|
1.1 |
Total credit for taxation included in the Income Statement |
(1.7) |
|
(9.0) |
Taxation on the restructuring and other costs, including exceptional finance costs, in the current year has reduced the charge for taxation by £2.9 million (2007: £12.6 million). Tax relief on intangibles amortisation and impairment (excluding software amortisation) has reduced the charge for taxation by £0.9 million (2007: £1.0 million). There was no tax effect during the year in respect of the property disposals (2007: £0.4 million increase).
NOTES TO THE PRELIMINARY ANNOUNCEMENT /Continued...
7. Dividends
The Directors do not propose the payment of a dividend in respect of the year ended 31 December 2008 (2007: nil).
8. Earnings Per Share
|
2008 £m |
|
2007 £m |
|
|
|
|
|
|
Loss for the financial year from continuing operations attributable to Ordinary Shareholders |
(4.6) |
|
(38.4) |
|
Loss for the financial year from discontinued operations attributable to Ordinary Shareholders |
(1.5) |
|
(6.5) |
|
Intangibles amortisation and impairment from continuing operations (net of taxation) |
2.3 |
|
10.3 |
|
Intangibles amortisation and impairment from discontinued operations (net of taxation) |
0.6 |
|
15.1 |
|
Exceptional costs from continuing operations (net of taxation) |
6.0 |
|
28.5 |
|
Exceptional costs from discontinued operations (net of taxation) |
1.3 |
|
0.8 |
|
Exceptional finance costs in respect of bank fees from continuing operations (net of taxation) |
0.7 |
|
1.9 |
|
Adjusted profit attributable to Ordinary Shareholders |
4.8 |
|
11.7 |
|
|
|
|
|
|
Weighted average number of Ordinary shares |
143,564,940 |
|
59,295,914 |
|
Dilutive potential Ordinary shares * |
2,488,233 |
|
56,055 |
|
Fully diluted number of Ordinary shares |
146,053,173 |
|
59,351,969 |
|
|
|
|
|
|
Basic earnings per share |
|
|
|
|
From continuing operations |
(3.2p) |
|
(64.7p) |
|
From discontinued operations |
(1.0p) |
|
(11.1p) |
|
From continuing and discontinued operations |
(4.2p) |
|
(75.8p) |
|
Adjustment for intangibles amortisation and impairment (continuing operations) |
1.6p |
|
17.3p |
|
Adjustment for intangibles amortisation and impairment (discontinued operations) |
0.4p |
|
25.6p |
|
Adjustment for exceptional costs (continuing operations) |
4.2p |
|
48.1p |
|
Adjustment for exceptional costs (discontinued operations) |
0.9p |
|
1.3p |
|
Adjustment for exceptional finance costs in respect of bank fees |
0.4p |
|
3.2p |
|
Adjusted basic earnings per share from continuing operations |
3.0p |
|
3.9p |
|
Adjusted basic earnings per share from discontinued operations |
0.3p |
|
15.8p |
|
Adjusted basic earnings per share from continuing and discontinued operations |
3.3p |
|
19.7p |
|
|
|
|
|
|
Diluted earnings per share |
|
|
|
|
From continuing operations |
(3.2p) |
|
(64.7p) |
|
From discontinued operations |
(1.0p) |
|
(11.1p) |
|
From continuing and discontinued operations |
(4.2p) |
|
(75.8p) |
|
Adjustment for intangibles amortisation and impairment (continuing operations) |
1.6p |
|
17.3p |
|
Adjustment for intangibles amortisation and impairment (discontinued operations) |
0.4p |
|
25.6p |
|
Adjustment for exceptional costs (continuing operations) |
4.2p |
|
48.1p |
|
Adjustment for exceptional costs (discontinued operations) |
0.9p |
|
1.3p |
|
Adjustment for exceptional finance costs in respect of bank fees |
0.4p |
|
3.2p |
|
Adjusted diluted earnings per share from continuing operations |
3.0p |
|
3.9p |
|
Adjusted diluted earnings per share from discontinued operations |
0.3p |
|
15.8p |
|
Adjusted diluted earnings per share from continuing and discontinued operations |
3.3p |
|
19.7p |
* Includes outstanding share options granted to employees and warrants issued to the Company's banks.
Basic earnings per share is calculated using the weighted average number of shares in issue during the year, excluding those held by the ESOP, based on the profit for the year attributable to Ordinary Shareholders. Note that the weighted average number of shares in issue during the year for 2009 will, as a minimum, be equal to the current number of issued shares i.e. 249,302,482.
Adjusted earnings per share figures are given to exclude the effects of intangibles amortisation and impairment (excluding software amortisation), exceptional items and exceptional finance costs, all net of taxation, and are considered to show the underlying results of the Group.
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 warrants issued to the Company's bankers and share options granted to employees where the exercise price is less than the average market price of the Company's Ordinary shares during the year.
NOTES TO THE PRELIMINARY ANNOUNCEMENT /Continued...
8. Earnings Per Share /continued…
Potential Ordinary shares are dilutive at the profit from continuing operations level when their conversion to Ordinary shares would decrease earnings per share or increase loss per share from continuing operations. For the years ending 31st December 2008 and 31st December 2007, potential Ordinary shares are antidilutive, as their inclusion in the diluted earnings per share calculation would reduce the loss from continuing operations, and hence have been excluded.
Other than for the grant of 7,479,074 share options under the Long Term Growth Plan, there were no events occurring after the Balance Sheet date that would have changed significantly the number of Ordinary shares or potential Ordinary shares outstanding at the Balance Sheet date, if those transactions had occurred before the end of the reporting period.
9. Retirement Benefit Obligations
The Group has applied the requirements of IAS 19 Employee Benefits (revised December 2004) to its employee pension schemes and post-retirement healthcare benefits.
As part of the Group's objective to reduce its overall pension liability, additional contributions of £2.4 million and £0.2 million (2007: £2.8 million and £0.6 million) were paid to the Johnson Group Staff Pension Scheme and the WML Final Salary Pension Scheme respectively, during the period to 31st December 2008. No additional contributions were paid to the Semara Augmented Pension Plan (2007: £0.1 million). In addition, following the disposal of the Corporatewear division in April 2008, £2.1 million was paid into the Johnson Group Staff Pension Scheme.
Following discussions with the Group's appointed actuary it has been identified that an actuarial loss of £11.0 million (2007: £10.4 million gain) should be recognised in the year to 31st December 2008. This is as a result of the scheme assets and liabilities performing differently to previous assumptions and changes to the assumptions used in calculating scheme liabilities.
The gross retirement benefit liability and associated deferred tax asset thereon, together with the net liability is shown below:
|
2008 £m |
|
2007 £m |
|
|
|
|
Gross retirement benefit liability |
(20.6) |
|
(15.8) |
Deferred tax asset thereon |
6.0 |
|
4.8 |
Net liability |
(14.6) |
|
(11.0) |
10. Disposals
On 19th March 2008 Johnson Clothing Limited, the Group's Corporatewear business disposed of assets including stock, certain supply contracts and associated goodwill relating to CCM, the company's garment sourcing business, to its fellow subsidiary Johnsons Apparelmaster Limited. The CCM business was then immediately sold to a third party for a total cash consideration, before costs, of £2.8 million.
On 28th April 2008, the Group sold the entire share capital of Johnson Clothing Limited on a debt free cash free basis. The revenue and profit after tax of Johnson Clothing Limited in the period to the date of disposal, the post-tax loss on disposal together with the net assets of Johnson Clothing Limited as at the date of disposal were as follows:
|
2008 £m |
|
2007 £m |
|
|
|
|
Revenue from discontinued operations |
25.7 |
|
89.3 |
|
|
|
|
Profit / (loss) before taxation from discontinued operations |
0.6 |
|
(5.0) |
Taxation |
(0.8) |
|
(1.5) |
Loss for the period |
(0.2) |
|
(6.5) |
|
|
|
|
Consideration (net of disposal costs) |
84.4 |
|
- |
Total net assets disposed of |
(72.5) |
|
- |
Pre-tax gain on disposal |
11.9 |
|
- |
Taxation |
(13.2) |
|
- |
Loss on disposal |
(1.3) |
|
- |
|
|
|
|
Retained loss from discontinued operations |
(1.5) |
|
(6.5) |
NOTES TO THE PRELIMINARY ANNOUNCEMENT /Continued...
10. Disposals /continued…
Total Net Assets disposed of
|
2008 £m |
|
2007 £m |
|
|
|
|
Goodwill |
28.5 |
|
- |
Intangible assets |
17.0 |
|
- |
Property, plant and equipment |
2.2 |
|
- |
Stock |
26.4 |
|
- |
Trade and other receivables |
16.3 |
|
- |
Trade and other payables |
(17.9) |
|
- |
|
72.5 |
|
- |
Cash Received for Disposals
|
2008 £m |
|
2007 £m |
|
|
|
|
|
|
Cash consideration |
87.1 |
|
- |
|
|
|
|
|
|
Costs |
(2.7) |
|
- |
|
Tax liability |
(13.2) |
|
- |
|
Pension contribution |
(2.1) |
|
- |
|
|
|
|
|
|
Net cash received in the year from the disposal of Johnson Clothing Limited |
69.1 |
|
- |
|
Net cash received in the year from the disposal of CCM |
2.6 |
|
- |
|
Net cash received in respect of disposals included within the Cash Flow Statement |
71.7 |
|
- |
The cash flows (excluding proceeds from disposal) from discontinued operations included within the consolidated Cash Flow Statement are as follows:
|
2008 £m |
|
2007 £m |
|
|
|
|
Net cash (used in) / generated from operating activities |
(5.4) |
|
0.9 |
Net cash generated from / (used in) investing activities |
2.1 |
|
(1.5) |
Net cash flow |
(3.3) |
|
(0.6) |
11. Reconciliation Of Net Cash Inflow To Movement In Net Debt
|
2008 £m |
|
2007 £m |
|
|
|
|
(Decrease) / increase in cash in year |
(11.1) |
|
5.0 |
Cash outflow / (inflow) on change in debt and lease financing |
100.5 |
|
(30.6) |
Change in net debt resulting from cash flows |
89.4 |
|
(25.6) |
|
|
|
|
Movement in unamortised issue costs of bank loans |
0.6 |
|
(0.4) |
Movement in net debt in year |
90.0 |
|
(26.0) |
Opening net debt |
(168.5) |
|
(142.5) |
Closing net debt |
(78.5) |
|
(168.5) |
NOTES TO THE PRELIMINARY ANNOUNCEMENT /Continued...
12. Analysis of Net Debt
Net debt is calculated as total borrowings less cash and cash equivalents, less unamortised facility fees.
|
At 1 January 2008 £m |
Cash Flow £m |
Other Non-cash Changes £m |
At 31 December 2008 £m |
|
|
|
|
|
Cash and cash equivalents |
16.3 |
(11.1) |
- |
5.2 |
Debt due within one year |
(106.8) |
103.5 |
0.2 |
(3.1) |
Debt due after more than one year |
(75.0) |
(4.0) |
0.4 |
(78.6) |
Finance leases |
(3.0) |
1.0 |
- |
(2.0) |
|
(168.5) |
89.4 |
0.6 |
(78.5) |
Non-cash changes represent the effects of amortising issue costs relating to bank loans.
13. Abridged Accounts
The financial information set out above does not constitute the Company's statutory accounts for the years ended 31st December 2008 or 31st December 2007 within the meaning of Section 240 of the Companies Act 1985, but is derived from those accounts.
Statutory accounts for 2007 have been delivered to the Registrar of Companies, and those for 2008 will be delivered as soon as practicable but not later than 30th April 2009. The Auditors have reported on those accounts; their reports were unqualified and did not contain a statement under s237(2) or (3) of the Companies Act 1985.
14. 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, Johnson House, Abbots Park, Monks Way, Preston Brook, Cheshire WA7 3GH. The Announcement can also be accessed on the Internet at www.johnsonplc.com.
The Annual Report will be posted to Shareholders on or before the 25th March 2009.
15. Approval
The Preliminary Announcement was approved by the Board of Directors on 10th March 2009.