Tomkins Results for 26 Weeks Ended October 30, 1999 Highlights
14 January 2000
Tomkins Results for 26 Weeks Ended October 30, 1999 Highlights
Business Editors LONDON--January 13, 2000--Tomkins PLC , the international manufacturing company, today announced the interim results for 26 weeks ended October 30, 1999. - Diluted earnings per share rise 13.1 percent - Operating profit before goodwill amortization advances 3 percent to (pound)228.0 million ($367.4 million) - Dividend increased by 15 percent to 4.6 pence (7.4 cents) (net) per share - Strong cash generation - European food transaction progressing Gregory Hutchings, Executive Chairman of Tomkins, said: "Tomkins has delivered another sound performance and that trend is continuing in the second half of the year. We have again demonstrated our strength by increasing cash generation, earnings and dividends as well as creating value with a return on investment above our weighted average cost of capital from our focused manufacturing business areas. I am pleased that shareholders will again receive an interim dividend increase of 15 percent. This progressive payment policy is made possible by the strength of our cash flow and outperformance in earnings per share. We look forward with enthusiasm, confident that our proven and successful management teams will maintain Tomkins' growth record. Our concentration on developing our position in our chosen national and international markets, backed by selective add on acquisitions, will ensure that we continue to deliver growth." * US dollar equivalents are provided for reader convenience at the hedged exchange rate of (pound)1.00 = $1.6115. Chairman's Statement Tomkins has again demonstrated its strength by increasing its cash generation, earnings and dividends as well as creating value with a return on investment above our weighted average cost of capital from our focused manufacturing business areas. In the half year to October 30, 1999 diluted earnings per share increased by 13.1 percent to 11.93 pence. Operating profit, including associates, reached (pound)227.0 million, 2.4 percent above the equivalent period last year. Pre-tax profit was (pound)209.9 million (1998: (pound)220.1 million before exceptional items) after deducting interest of (pound)17.1 million (1998: (pound)1.5 million). The higher interest cost relates to the borrowings associated with the (pound)578 million share buy back program, carried out in the early months of calendar 1999. The effect of the repurchase has been to reduce our issued share capital by 20.2 percent. Cash flow from operations, net of tax paid and capital expenditure, was (pound)159.5 million (1998: (pound)73.4 million) continuing to demonstrate the cash generative nature of our businesses. The interim dividend is raised by 15.0 percent to 4.6 pence (net) per share. It will be paid on April 7, 2000 to holders of ordinary shares on the register at the close of business on February 11, 2000. Shareholders will again be given the choice of receiving payment in cash or increasing their holding in Tomkins through the Dividend Reinvestment Plan. Operations Trading conditions in our major areas were reasonably constant over the period. Opportunities to achieve growth in each of our businesses are being pursued with vigor. We are focusing attention on the development of new product systems, investment in value-added projects, further enhancement of customer relationships and identifying opportunities to take cost out of the supply chain. In the United States, where over half our sales arise, economic confidence remains high and is reflected in the strength of the new car and construction markets. This has boosted demand from the automotive original equipment manufacturers (OEMs) for our power transmission, hose and connector, windscreen wiper and other associated items and systems. Sales to the aftermarket were slightly ahead, maintaining the trend of recent months. Our product offering has been significantly extended through the successful integration of the Stant and Schrader ranges. The industrial market, which represents around one third of North American OEM sales, was patchy. The agricultural machinery industry remained depressed; lower farm commodity prices influenced demand for its equipment with the knock-on effect impacting our sales to these manufacturers. The construction component companies, most of which are leaders in their segments of the North American construction, housing and remodeling markets, experienced generally strong demand in satisfactory trading conditions. Additional benefit also accrued from recent investment in new manufacturing capacity, which led to further improvement in service levels. The new air distribution plants opened in the past year have increased efficiency and extended geographical coverage. Investment in capacity continues; Lasco Fittings moved into its new 470,000 square foot, state of the art, injection molding facility in Tennessee. The acquisition of Hart & Cooley, announced on December 30, 1999, is an excellent fit with our existing air distribution businesses, and will enable us to offer customers a broader range of products and systems while providing a major growth opportunity. In the UK, the food businesses are being affected by the pricing pressure resulting from competition between retailers. The results, while reflecting the strength of our portfolio of companies and brands, have also been influenced by the implementation of a number of restructuring and investment initiatives to underpin future profitability. The recent reorganization into eight separate streams is working well with enhanced efficiency and shorter lines of communication. Our strategy of increasing focus on growth segments, particularly in the area of frozen In Continental Europe, new car demand raised sales of power transmission products while the aftermarket was also sound. Our curved hose operations are affected by industry over- capacity and low barriers to entry; the results of these operations are unacceptable and their future is under review. It is encouraging that our companies in the Far East, which contribute over three percent of total Tomkins sales, are recovering from the recent financial turbulence in that region. The improvement is most marked in Korea, where we have seen a good sales increase compared with the same period last year. Strategy The emphasis on the development of our automotive, construction and industrial activities has encouraged operating management to identify and capitalize on growth opportunities. Overseas sales offices and, where appropriate, add-on acquisitions will contribute to global development of these businesses. We remain cautious when entering new territories to ensure that financial exposure is limited and our investment tightly controlled. Tomkins has developed a strong systems capability, particularly in power transmission and wipers. This market presence is resulting in our products being specified for an increasing number of new car platforms. Since the announcement of the intention to demerge our Food activities we have had a high degree of interest from potential acquirers of the business, and we have recently launched the formal sale process. Given the many complicated issues that have to be dealt with in a sale or demerger of a large business, we are currently concentrating for the time being on the sale process. It is as yet too early to give any indication as to the outcome or to provide a timetable as a number of important contractual, technical and regulatory issues are yet to be resolved. The Board will test any offer in the light of current circumstances and its wish to maximize shareholder value. The disposals of Hayter and Murray, our power mower manufacturers, and Red Wing, the US based producer of private label groceries, are progressing. During the last few years, Tomkins has evolved from being a broadly based Diversified Industrial into a focused manufacturing company operating in a limited number of balanced business sectors. We have become more financially efficient from being cash positive to a suitably leveraged position. Since September 1997 we have reduced our share capital by almost 22 percent by buying back 262 million shares for a total of over (pound)660 million. Our return on investment exceeds our weighted average cost of capital, thus creating shareholder value. Every single year since 1983 our earnings per share have grown and dividends have been increased by at least 15 percent per annum. Both these performance measures have achieved above average growth, as compared to the FTSE Non-financials index, each year for the past 16 years. We have developed our core manufacturing business areas by making add-on acquisitions in order to consolidate their position of being leaders in their chosen fields. We have built strong management teams and excellent systems that have delivered this success and enable us to continue to move forward with confidence. These interim results continue this successful performance and we anticipate yet another year of above average growth. Board I am pleased to report that Ken Lever joined Tomkins as Finance Director on November 1, 1999. Ken qualified as a chartered accountant with Arthur Andersen in 1977, becoming a partner in 1987. He subsequently left the profession to take up a number of positions in industry. He brings to Tomkins excellent experience in commercial and financial management, corporate transactions and investor relations. Value creation Tomkins has consistently created intrinsic value for shareholders through its cash generation, growth in earnings and dividends and has a return on investment above our weighted average cost of capital. The stock market is currently focused on high sales growth sectors irrespective of profits and cash generation, as a result of which the share price of companies such as Tomkins has not risen in line with earnings growth. Our business is solid, stable, well balanced and reliable, in good shape and progressing well. We will continue to build value within the company for our shareholders by focusing on increasing earnings, dividends and cash generation and by seeking to ensure that we achieve a return on capital invested in excess of the underlying cost of capital. Outlook Trading in the second half of the year has continued the trend of the first half. The levels of economic activity in the areas in which we operate are steady and market conditions remain challenging. Our confidence in Tomkins financial strength is demonstrated by the dividend increase of fifteen percent. The strategic decisions of recent years, coupled with the ongoing structural changes, are positioning the company for growth as we focus on those industries and markets which have expansion opportunities, both organically and through add-on acquisitions. The outlook for Tomkins is good and we will continue to work to deliver increasing value to our shareholders. OPERATING REVIEW INDUSTRIAL & AUTOMOTIVE ENGINEERING 1999/00 1998/99 Sales (pound)935.1m (pound)838.0m Operating profit* (pound)88.7m (pound)78.4m Operating margin 9.5% 9.4% Operating net assets (pound)661.9m (pound)595.9m *includes share of profits of associates Sales in North America were over four percent ahead of the prior year. Our companies, supplying power transmission belts and systems and hose and connectors, benefited from the continued expansion of the automotive original equipment market reflecting strong demand for new cars and light trucks. Sales to the automotive aftermarket were slightly ahead over the period. In the industrial sector, higher demand for our replacement products and the capture of new business from original equipment manufacturers has generally offset the continued weakness in the agricultural market. In Europe, power transmission sales improved by over five percent as a result of increased demand from automotive original equipment manufacturers and the aftermarket. Operating margins in hose and connectors improved, although they remain unsatisfactory. Operations in Asia have seen a marked improvement from last year as a result of some economic recovery, the introduction of Stant products in the aftermarket, and building of momentum from GNAPCO, the new power transmission joint venture. The integration of ACD Tridon, acquired in June 1999, is proceeding smoothly with a number of synergies identified; consolidation activity is underway in both the operations and sales and marketing areas. The prime objectives, aside from cost savings, are to strengthen our position as an automotive original equipment wiper systems supplier and also deliver a broader product offering to the aftermarket. CONSTRUCTION COMPONENTS 1999/00 1998/99 Sales (pound)570.8m (pound)561.0m Operating profit* (pound)71.4m (pound)65.2m Operating margin 12.5% 11.6% Operating net assets (pound)258.1m (pound)232.7m *includes share of profits of associates The sector, supplying the US housing, construction and remodeling market, achieved another strong performance against a background of ongoing economic stability. Our companies, manufacturing components for the air handling industry, each raised profit on an aggregate sales increase of eight percent. Benefit is already accruing from the additional capacity offered by the new plant in Tarboro, North Carolina, which is ideally located close to the important East Coast markets. The introduction of new airflow measuring products helped boost sales, reflecting the strength of our relationship with major customers. The businesses producing baths, pipe fittings and composite panels also did well, maintaining their profit growth on total sales ahead by over ten percent. Investment in new vacuum forming equipment will enhance production quality and efficiency at the recently acquired Aquatic Industries luxury whirlpool operation. The new facility in Tennessee, producing PVC fittings, commenced injection-molding operations on schedule. This plant will overcome previous capacity constraints and allow the business to maintain its expansion. The specialist valve producers endured a further very tough trading period. Although the UK housing market showed some improvement, the continued strength of sterling makes our export prices less competitive while also encouraging import substitution at home. FOOD MANUFACTURING 1999/00 1998/99 Sales (pound)925.5m (pound)962.9m Operating profit* (pound)62.7m (pound)71.8m Operating margin 6.8% 7.5% Operating net assets (pound)551.6m (pound)495.7m *includes share of profits of associates In difficult markets, underlying sales were close to the level of the first half of last year after taking account of disposals. Operating profits take into account a number of restructuring and commissioning costs. Rank Hovis delivered another robust result; the variable nature of the UK wheat harvest has offered opportunities for deploying the company's skills in the cost-effective use of different wheat varieties. British Bakeries retained market share, although profit fell in a highly competitive environment. Bread prices were raised in order to help partially restore margins. The closure of the Londonderry bakery was announced to help improve cost effectiveness in Northern Ireland. The European frozen bakery division saw strong demand in both France and the UK, building on its market leadership positions. Centura Foods, which includes the leading Bisto, Robertson's and Sharwood's brands, delivered a satisfactory result. The relaunch of Bisto Gravy Granules is giving an extra competitive edge to the brand. Sharwood's programme of product development continued, including a range of fresh, branded ethnic breads and supported by an imaginative advertising campaign. Among the partnership businesses, R F Brookes was affected by the commissioning costs arising from running our new (pound)48 million chilled foods facility in tandem with the existing one, in order to ensure a smooth transfer and to keep our customers satisfied. This new plant manufactures primarily for Marks and Spencer and will benefit from the additional business already accruing from this important customer as a result of its review of supplier arrangements. At Golden West, incremental costs to secure enhanced bun quality depressed performance in the short term, despite raised demand. Distribution efficiency will be increased following the recent opening of the company's new (pound)11 million distribution center for McDonald's at Basingstoke. PROFESSIONAL, GARDEN & LEISURE PRODUCTS 1999/00 1998/99 Sales (pound)228.4m (pound)240.7m Operating profit (pound)4.2m (pound)6.2m Operating margin 1.8% 2.6% Operating net assets (pound)133.9m (pound)131.4m Murray delivered an encouraging result although below last year's level, which had benefited from a longer spring selling season in 1998. The market for lawn and garden products has continued strongly through the first half and is expected to be robust for the balance of the year. Indications for power mowers for the spring 2000 selling season are promising, particularly from Wal*Mart and The Home Depot, Murray's key retail partners. The bicycle market continues to be very difficult with pricing pressure remaining a critical issue and the company has adhered to its consistent strategy of concentrating on better margin business, even at the expense of volume; annual sales are now below one million units. Snow-blowers sold well during the autumn, benefiting from the successful introduction of a new 4-cycle small single stage machine. The operations of Hayter, our UK based mower manufacturer, were combined with those of Murray from the beginning of the fiscal year. This consolidation should generate improved prospects and opportunities in Europe. International business continues to expand in Latin America, as major US retail customers open outlets in those territories. Smith & Wesson delivered an improved performance, with turnover and profit ahead of the equivalent period last year. Demand for the company's products has continued to rise in both the US and overseas. FINANCIAL REVIEW Sales increased by 2.2 percent with Construction components ahead 1.7 percent, Industrial & automotive engineering up 11.6 percent and Food manufacturing virtually unchanged. Professional, garden & leisure products saw a slight reduction in turnover. The net increase in turnover arising from acquisitions and disposals was (pound)10.1 million. The operating margin in Construction components increased to 12.5 percent (1998: 11.6 percent) and Industrial & automotive engineering was also ahead at 9.5 percent (1998: 9.4 percent). Margins in Food manufacturing and Professional, garden & leisure products slipped slightly to 6.8 percent (1998: 7.5 percent) and 1.8 percent (1998: 2.6 percent) respectively. Operating profit is after charging (pound)1.0 million of goodwill amortization. At the full year, earnings per share will be disclosed both before and after the amortization of goodwill. Net investment in working capital compared to May 1, 1999 increased by (pound)20.7 million of which (pound)13.2 million and a decrease of (pound)8.6 million related to the impact of acquisitions and disposals and foreign exchange movements respectively. Working capital as a percentage of moving annual total sales is unchanged at 8.4 percent. Net capital expenditure in the first half was (pound)121.3 million, down from (pound)136.6 million in the corresponding period last year. Net expenditure on acquisitions and disposals was (pound)33.3 million. Investment in net operating assets over the period increased to (pound)1,605.5 million (May 1, 1999: (pound)1,546.3 million) of which (pound)37.8 million relates to acquisitions and disposals. Operating cash flow* after tax totaled (pound)159.5 million (1998: (pound)73.4 million). It was applied paying interest and dividends of (pound)136.3 million (1998: (pound)133.3 million). The increase in debt after taking into account foreign exchange movements and acquisitions was (pound)42.4 million. Operating cash flow per share was 16.83 pence (1998: 6.24 pence) compared to earnings per share of 11.93 pence (1998: 10.55 pence before exceptional items). The cash flow per share in 1998 was affected by the increase in working capital during that period. The higher interest charge arose from the additional borrowings as a result of the share buy back program in the previous financial year. Debt is effectively denominated in dollars to provide appropriate currency hedging. Tax has been provided at an estimated effective rate of 32.2 percent (1998: 32.0 percent). During the period Tomkins debt facilities were refinanced. The group now has multi-currency bank facilities of (pound)1.3 billion with varying maturity up to 3 years. At October 30, 1999, (pound)926.6 million of the facilities had been drawn down and are included within long term creditors. Appropriate financial instruments are used to protect against interest rate fluctuations. Throughout the period there have been further activities around the group to ensure all business critical systems are year 2000 compliant. No problems arising from the "millennium bug" have been identified to date. *Operating cash flow comprises net cash inflow from operating activities, net of tax paid and capital expenditure. Tomkins comprises a broad range of low-risk technology manufacturing companies. Tomkins' US interests include The Gates Rubber Company, Denver, CO, the world's leading manufacturer of power transmission belts and a major producer of hose and connector products. Other interests include, Murray, Inc., Brentwood, TN, one of the leading US producers of power lawnmowers, snow blowers and bicycles; Red Wing Corporation, Fredonia, NY, the largest US manufacturer of private label grocery products; and TomkinsIndustries, Dayton, OH, a leading manufacturer of components for residential, commercial, and industrial buildings, materials handling and the transportation industry. Tomkins shares trade in the US in ADR form (each equal to four ordinary shares) on the New York Stock Exchange under the symbol TKS; its ordinary shares are listed on the London Stock Exchange. *T CONSOLIDATED PROFIT & LOSS ACCOUNT For the half year ended October 30, 1999 1999/00 1998/99 first half first half Before Before and after exceptional exceptional items items Notes $million (pound)million (pound)million Turnover 1 4,286.3 2,659.8 2,602.6 Operating Profit 1 364.5 226.2 220.3 Net loss on disposal of subsidiary undertakings -- -- -- Provision for loss on disposal of business -- -- 364.5 226.2 220.3 Share of profit of associated undertakings 1 1.3 0.8 1.3 Interest (net) (27.6) (17.1) (1.5) Profit on ordinary activities before tax 338.2 209.9 220.1 Tax on profit on ordinary activities 2 (108.9) (67.6) (70.4) Profit on ordinary activities after tax 229.3 142.3 149.7 Minority interest - equity (3.5) (2.2) (1.3) Profit attributable to shareholders 225.8 140.1 148.4 Dividends on equity & non-equity shares 4 (98.0) (60.8) (64.5) Retained profit for the period 127.8 79.3 83.9 Earnings per share Basic 3 (cent)20.92 12.98p 11.15p Diluted 3 (cent)19.23 11.93p 10.55p Diveidens per ordinary share 4 (cent) 7.41 4.60p 1998/99 first half 1998/99 full year Exceptional Total Before Exceptional Total items Exceptional items items (pound) (pound) (pound) (pound) (pound) million million million million million Turnover -- 2,602.6 5,344.7 -- 5,344.7 Operating Profit -- 220.3 495.3 -- 495.3 Net loss on disposal of subsidiary undertakings -- -- -- (34.9) (34.9) Provision for loss on disposal of business (40.0) (40.0) -- -- -- (40.0) 180.3 495.3 (34.9) 460.4 Share of profit of associated undertakings -- 1.3 2.2 -- 2.2 Interest (net) -- (1.5) (1.0) -- (1.0) Profit on ordinary activities before tax (40.0) 180.1 496.5 (34.9) 461.6 Tax on profit on ordinary activities -- (70.4) (155.2) -- (155.2) Profit on ordinary activities after tax (40.0) 109.7 341.3 (34.9) 306.4 Minority interest - equity -- (1.3) (1.3) -- (1.3) Profit attributable to shareholders (40.0) 108.4 340.0 (34.9) 305.1 Dividends on equity & non-equity shares -- (64.5) (186.6) -- (186.6) Retained profit for the period (40.0) 43.9 153.4 (34.9) 118.5 Earnings per share Basic 7.74p 26.43p 23.42p Diluted 7.71p 24.57p 22.05p Diveidens per ordinary share 4.00p 15.15p Note of historical cost profits The profits for 1999/00 and 1998/99 are reported under the historical cost convention. CONSOLIDATED BALANCE SHEET Restated* October October October 31, May 1 30, 1999 30, 1999 1998 1999 $million (pounds) (pounds) (pounds) Notes million million million CAPITAL EMPLOYED FIXED ASSETS Intangible assets 6 81.5 50.6 5.3 12.6 Tangible assets 2208.1 1,370.2 1,297.9 1,339.5 Investments 26.8 16.6 15.6 16.2 2316.4 1,437.4 1,318.8 1,368.3 CURRENT ASSETS Stock 1080.7 670.6 625.5 588.0 Debtors 1433.9 889.8 842.2 924.8 Cash 803.5 498.6 489.6 408.8 3318.1 2,059.0 1,957.3 1,921.6 CURRENT LIABILITIES Creditors: amounts falling due within one year (2152.0) (1,335.4)(1,672.3) (1,994.9) NET CURRENT ASSETS/(LIABILITIES) 1166.1 723.6 285.0 (73.3) TOTAL ASSETS LESS CURRENT LIABILITIES 3482.5 2,161.0 1,603.8 1,295.0 Creditors: amount falling due after more than one year(1.749.2) (1,085.4) (153.6) (298.4) Provisions for liabilities & charges 5 (588.5) (365.2) (341.2) (365.6) NET ASSETS 1144.8 710.4 1,109.0 631.0 CAPITAL AND RESERVES CALLED UP SHARE CAPITAL Ordinary shares 76.6 47.5 58.8 47.5 Convertible cumulative preference shares 543.7 337.4 337.6 337.5 Redeemable convertible cumulative preference shares 602.2 373.7 366.4 381.1 1222.5 758.6 762.8 766.1 Share premium account 170.3 105.7 105.3 100.7 Capital redemption reserve 59.6 37.0 17.1 36.8 Profit & loss account (355.8) (220.8) 194.2 (300.5) 0.0 Equity shareholders' funds (49.3) (30.6) 375 (115.5) Non-equity shareholders' funds 1145.9 711 704.0 719 SHAREHOLDERS' FUNDS 1096.6 680.5 1,079.4 603.1 Minority interest - equity 48.2 29.9 29.6 27.9 1144.8 710.4 1,109 631.0 * The figures at October 31, 1998 have been restated to reflect a reclassification required as a result of the adoption of FRS 12. CONSOLIDATED CASH FLOW STATEMENT For the half year ended October 30, 1999 Notes 1999/00 1999/00 1998/99 1998/99 first half first half first half full year $million (pound) (pound) (pound) million million million Cash flow from operating activities 7 497.6 308.8 258.8 587.7 Dividends received from associated undertakings 1.0 0.6 - 0.8 Returns on investments & servicing of finance 8 (49.0) (30.4) (19.2) (39.7) Tax Paid (45.1) (28.0) (48.8) (142.6) Capital Expenditure (net) 8 (195.5) (121.3) (136.6) (260.4) Financial Investment 8 (0.3) (0.2) (0.2) (1.3) Acquistions & disposals 8 (53.7) (33.3) 40.5 82.7 Equity dividends paid (170.6) (105.9) (114.1) (160.5) NET CASH (OUTFLOW)/INFLOW BEFORE USE OF LIQUID RESOURCES AND FINANCING (15.6) (9.7) (19.6) 66.7 FINANCING Share Issues (net of costs) 6.6 4.1 7.3 11.1 Buy back of own shares (10.6) (6.6) (11.1) (571.7) Mark to market of hedging instruments 24.8 15.4 1.4 (24.0) Cash flow increasing debt & lease financing 163.7 101.6 125.1 515.4 Net cash inflow/ (outflow) from financing 8 184.5 114.5 122.7 (69.2) MANAGEMENT OF LIQUID RESOURCES Cash flow (increasing)/ decreasing cash on deposit and collaterized cash 8 (187.9) (116.6) (103.0) 6.2 (DECREASE)/INCREASE IN CASH IN THE PERIOD (19.0) (11.8) 0.1 3.7 RECONCILIATION OF NET CASH FLOW TO MOVEMENT IN NET DEBT For the half year ended October 30, 1999 Notes 1999/00 1999/00 1998/99 1998/99 first half first half first half full year $million (pound) (pound) (pound) million million million (Decrease)/Increase in cash in the period (19.0) (11.8) 0.1 3.7 Cash Flow increasing debt & lease financing 8 (163.7) (101.6) (125.1) (515.4) Cash Flow increasing/ (decreasing) cash on deposit and collaterized cash 8 187.9 116.6 103.0 (6.2) Change in net funds resulting from cash flows 9 5.2 3.2 (22.0) (517.9) Loans and finance leases acquired with subsidiary 9 (70.8) (43.9) (7.8) (6.7) New finance leases - - - (9.4) Translation difference 9 (2.7) (1.7) (4.3) 2.5 Increase in net debt in the period (68.3) (42.4) (34.1) (531.5) Net debt at May 1, 1999 9 (879.9) (546.0) (14.5) (14.5) Net debt at October 30, 1999 9 (948.2) (588.4) (48.6) (546.0) STATEMENT OF TOTAL RECOGNIZED GAINS AND LOSSES For the half year ended October 30, 1999 1999/00 1999/00 1998/99 1998/99 first half first half first half first half $million (pounds) (pounds) (pounds) million million million Profit attributable to shareholders 225.8 140.1 108.4 305.1 Foreign exchange translation: - group (5.3) (3.3) (6.4) (2.7) - associated undertakings - - - .02 Total recognized gains and losses 220.5 136.8 102.0 302.6 RECONCILIATION OF MOVEMENT IN SHAREHOLDERS FUNDS For the half year ended October 30, 1999 1999/00 1999/00 1998/99 1998/99 first half first half first half full year $million (pounds) (pounds) (pounds) million million million Total recognized gains and losses 220.5 136.8 102.0 302.6 Dividends on equity & non-equity shares (98.0) (60.8) (64.5) (186.6) 122.5 76.0 37.5 116.0 Ordinary share issues (net of costs) 7.9 4.9 7.3 11.1 Payments to the QUEST (1.3) (0.8) - - Buy back of own shares (including stamp duty and commissions) (4.4) (2.7) (18.3) (582.6) Goodwill written off on prior year's acquisitions - - (3.1) (3.9) Goodwill written back on disposals - - - 39.0 Goodwill written back on prosed disposal - - 32.5 - Net addition to/(reduction in) shareholders' funds 124.7 77.4 55.9 (420.4) Shareholder's funds at May 1, 1999 971.9 603.1 1,023.5 1,023.5 Shareholders' funds at October 30, 1999 1096.6 680.5 1,079.4 603.1 NOTES TO THE INTERIM FINANCIAL STATEMENTS Turnover Operating profit* 1.SEGMENTAL ANALYSIS 1999/00 1998/99 1998/99 1999/00 1998/99 1998/99 first first full first first full half half year half half year (pound) (pound) (pound) (pound)(pound) (pound) million million million million million million By activity: Industrial & automotive engineering 935.1 838.0 1,700.9 88.7 78.4 166.2 Construction components 570.8 561.0 1,102.7 71.4 65.2 142.1 Food manufacturing 925.5 962.9 1,965.1 62.7 71.8 166.3 Professional, garden & leisure products 228.4 240.7 576.0 4.2 6.2 22.9 2,659.8 2,602.6 5,344.7 227.0 221.6 497.5 By geographical origin: United States of America 1,349.2 1,321.9 2,700.8 131.7 122.5 267.6 United Kingdom 917.1 958.4 1,946.6 63.2 75.0 176.9 Rest of Europe 169.2 158.3 332.2 13.3 10.2 21.3 Rest of the World 224.3 164.0 365.1 18.8 13.9 31.7 2,659.8 2,602.6 5,344.7 227.0 221.6 497.5 Turnover by geographical destination: United States of America 1,316.4 1,272.5 2,604.7 United Kingdom 846.5 892.4 1,814.5 Rest of Europe 228.1 207.7 445.1 Rest of the World 268.8 230.0 480.4 2,659.8 2,602.6 5,344.7 * Operating profit includes the group's share of the profits of associated undertakings. 1999/00 1998/99 1998/99 first half first half full year (pound)million (pound)million (pound)million Operating expenses: Cost of sales 1,886.0 1,861.7 3,828.0 Distribution costs 349.5 324.9 667.7 Administration expenses 198.1 195.7 353.7 2,433.6 2,382.3 4,849.4 -------- -------- -------- NOTES TO THE INTERIM FINANCIAL STATEMENTS 2. TAX ON PROFIT ON ORDINARY ACTIVITIES 1999/00 1998/99 1998/99 first half first half full year (pound)million (pound)million (pound)million UK 17.0 26.5 61.7 Overseas 50.4 43.3 92.8 Associates 0.2 0.6 0.7 67.6 70.4 155.2 Tax has been provided at an estimated effective rate of 32.2% (1998/99: half year estimated effective rate of 32.0%) on profit on ordinary activities before tax, being the anticipated rate of tax for the current financial year. In 1998/99 there was no tax charge on the exceptional items. 3. EARNINGS PER SHARE Basic earnings per share are calculated on a profit of (pound)123.0 million (1998/99: half year (pound)91.1 million and full year (pound)270.9 million) representing the retained profit for the period of (pound)79.3 million before deducting dividends payable to ordinary shareholders of (pound)43.7 million (1998/99: half year retained profit of (pound)43.9 million and ordinary dividends of (pound)47.2 million and full year retained profit of (pound)118.5 million and ordinary dividends of (pound)152.4 million) and 947,750,052 ordinary shares being the weighted average number of shares in issue during the first half (1998/99: half year 1,176,292,664 and full year 1,156,876,614). Diluted earnings per share allow for conversion of preference shares of 222,590,519 (1998/99: half year 223,597,268 and full year 223,124,521) and share options of 4,521,507 (1998/99: half year 6,598,554 and full year 3,750,385) and are calculated on earnings adjusted for the preference dividend of (pound)17.1 million (1998/99: half year (pound)17.3 million and full year (pound)34.2 million). The earnings per share before exceptional items represent a more consistent measure of underlying year on year performance. Basic earnings per share before exceptional items of (pound)nil (1998/99: half year (pound)40 million loss and full year (pound)34.9 million loss) are calculated on profit attributable to ordinary shareholders of (pound)123.0 million (1998/99: half year (pound)131.1 million and full year (pound)305.8 million). Diluted earnings per share before exceptional items are based on adjusted earnings of (pound)140.1 million (1998/99: half year (pound)148.4 million and full year (pound)340.0 million). 1999/00 1998/99 1998/99 first half first half full year pence pence pence per share per share per share Basic earnings per share 12.98 7.74 23.42 Exceptional items - 3.41 3.01 Basic earnings per share before exceptional items 12.98 11.15 26.43 Diluted earnings per share 11.93 7.71 22.05 Exceptional items - 2.84 2.52 Diluted earnings per share before exceptional items 11.93 10.55 24.57 -------- -------- -------- NOTES TO THE INTERIM FINANCIAL STATEMENTS 4. DIVIDENDS ON EQUITY & NON-EQUITY SHARES 1999/00 1998/99 1998/99 first half first half full year (pound)million (pound)million (pound)million Ordinary shares: Fixed cumulative foreign income dividend 3.06p paid March 31, 1999 - 36.1 35.5 Interim 4.60p (1998/99 - 0.94p) to be paid April 7, 2000 43.7 11.1 10.9 1998/99 - final 11.15p paid October 11, 1999 - - 106.0 Total ordinary shares 43.7 47.2 152.4 -------- -------- -------- Preference shares: Convertible cumulative Accrued at May 1, 1999 (3.8) (3.7) (3.7) Paid during period 9.0 9.0 17.8 Accrued at October 30, 1999 3.8 3.7 3.8 9.0 9.0 17.9 -------- -------- -------- Redeemable convertible cumulative Accrued at May 1, 1999 (3.6) (3.5) (3.5) Paid during period 8.3 8.3 16.2 Accrued at October 30, 1999 3.4 3.5 3.6 8.1 8.3 16.3 Total preference shares 17.1 17.3 34.2 Total dividends 60.8 64.5 186.6 5. PROVISIONS FOR LIABILITIES & CHARGES Post- Warranty retirement Deferred provisions benefits tax Total (pound) (pound) (pound) (pound) million million million million At May 1, 1999 15.1 211.2 139.3 365.6 Foreign exchange translation (0.3) (4.0) (0.7) (5.0) Subsidiaries acquired 0.2 - 2.1 2.3 Charge for the period 5.0 5.9 3.1 14.0 Utilized during the period (5.1) (6.6) - (11.7) At October 30, 1999 14.9 206.5 143.8 365.2 NOTES TO THE INTERIM FINANCIAL STATEMENTS 6. ACQUISITIONS On May 28, 1999, Tomkins acquired the trademarks and certain assets of Frank Cooper for a cash consideration of (pound)3.5 million. The fair value of the assets acquired was (pound)0.1 million. Goodwill of (pound)3.4 million arose on the acquisition. On June 25, 1999, Tomkins acquired ACD Tridon Inc. for a provisional cash consideration of (pound)23.2 million and inherited debt of (pound)45.1 million. The estimated fair value of the net liabilities on acquisition was (pound)8.0 million. Goodwill of (pound)32.8 million arose after acquisition costs of (pound)1.6 million. The calculation of goodwill is provisional and may be amended as a result of the finalization of the fair value of net assets. Certain elements of the ACD Tridon business have been integrated with Tomkins' existing businesses. The intention is to absorb the remaining elements over the short to medium term. As a result, the individual results of the acquired company are not separately identifiable. On August 9, 1999, Tomkins acquired Hayden's Bakeries Limited for a consideration (pound)3.5 million of which (pound)0.5 million was paid in cash and (pound)3.0 million was met by the issue of loan notes. The estimated fair value of net assets on acquisition was (pound)2.4 million, excluding net debt of (pound)1.7 million. Goodwill of (pound)2.8 million arose on the acquisition. 7. RECONCILIATION OF OPERATING PROFIT TO OPERATING CASH FLOWS Restated 1999/00 1998/99 1998/99 first half first half full year (pound)million (pound)million (pound)million Operating profit 226.2 220.3 495.3 Depreciation (net of government grants) 95.1 88.0 175.0 Loss/(profit) on sale of tangible fixed assets (net) 1.7 (1.6) (6.1) Amortization of goodwill 1.0 - 0.3 Post-retirement benefits (net) (0.7) (0.2) (0.9) Warranty provisions (0.1) (1.0) 1.0 Amortization of long term loyalty plan shares 0.9 0.3 0.9 (Increase)/decrease in stock (78.8) (37.1) 4.7 Decrease in debtors 51.2 83.5 7.2 Increase/(decrease) in creditors 12.3 (93.4) (89.7) -------- -------- -------- Net cash inflow from operating activities 308.8 258.8 587.7 -------- -------- -------- NOTES TO THE INTERIM FINANCIAL STATEMENTS 8. ANALYSIS OF CASH FLOWS FOR HEADINGS NETTED IN THE CONSOLIDATED CASH FLOW STATEMENT 1999/00 1998/99 1998/99 first half first half full year (pound) (pound) (pound) million million million RETURNS ON INVESTMENTS & SERVICING OF FINANCE Interest received 35.2 40.7 81.3 Interest paid (46.4) (40.0) (79.7) Interest element of finance lease rental payments (1.0) (1.3) (2.5) Preference dividends paid (17.3) (17.3) (34.0) Investment by minority shareholder - 0.6 1.2 Dividend paid to a subsidiary company minority shareholder (0.9) (1.9) (6.0) Net cash outflow from returns on investments & servicing of finance (30.4) (19.2) (39.7) -------- -------- -------- CAPITAL EXPENDITURE Purchase of tangible fixed assets (124.4) (142.6) (275.7) Sale of tangible fixed assets 3.1 6.0 15.3 Net cash outflow from capital expenditure (121.3) (136.6) (260.4) -------- -------- -------- FINANCIAL INVESTMENT Purchase of fixed asset investments (0.2) (0.2) (1.3) -------- -------- -------- ACQUISITIONS & DISPOSALS Purchase of subsidiary undertakings (28.8) (7.2) (16.0) Net (overdrafts)/cash acquired with subsidiary undertakings (5.9) 10.5 10.7 Sale of subsidiary undertakings 1.4 37.2 88.0 Net cash (outflow)/inflow from acquisitions & disposals (33.3) 40.5 82.7 -------- -------- -------- FINANCING Share issues (net of costs) 4.1 7.3 11.1 Buy back of own shares (6.6) (11.1) (571.7) Mark to market of hedging instruments 15.4 1.4 (24.0) Debt due within one year: (decrease)/increase in short term borrowings (647.0) 115.9 366.3 additional bank loans - 12.8 17.5 repayment of other loans (34.3) (3.8) (3.7) Debt due after more than one year: additional bank loans 926.6 0.8 146.2 repayment of bank and other loans (136.8) (0.9) (3.0) Additional finance leases - 5.6 - Capital element of finance lease rental payments (6.9) (5.3) (7.9) Cash flow increasing debt & lease financing 101.6 125.1 515.4 Net cash inflow/(outflow) from financing 114.5 122.7 (69.2) -------- -------- ------- MANAGEMENT OF LIQUID RESOURCES (Increase)/decrease in cash deposits (116.2) (103.6) 7.6 (Increase)/decrease in collateralized cash (0.4) 0.6 (1.4) -------- -------- -------- Cash flow (increasing)/decreasing cash on deposit and collateralized cash (116.6) (103.0) 6.2 NOTES TO THE INTERIM FINANCIAL STATEMENTS 9. ANALYSIS OF NET DEBT Acquisitions October 30, (excl. cash & Exchange May 1, 1999 Cash flow overdrafts) movement 1999 (pound) (pound) (pound) (pound) million Cash on demand 170.4 (21.4) (1.7) 193.5 Overdrafts (46.6) 9.6 0.7 (56.9) -------- (11.8) -------- Debt due after more than one year (961.6) (789.8) (0.9) 0.6 (171.5) Debt due within one year (64.2) 681.3 (39.0) 1.8 (708.3) Finance leases (25.5) 6.9 (4.0) 0.3 (28.7) -------- (101.6) -------- Cash on deposit 328.2 116.2 (3.3) 215.3 Collateralized cash 10.9 0.4 (0.1) 10.6 -------- 116.6 -------- -------- -------- -------- -------- -------- Net debt (588.4) 3.2 (43.9) (1.7) (546.0) -------- -------- -------- -------- -------- 10. CONTINGENT LIABILITIES The group is, from time to time, party to legal proceedings and claims which arise in the ordinary course of business. Smith & Wesson Corp. has been named as a defendant in some twenty cases brought by various municipal authorities in the United States. The defendants in these cases include a variety of United States and foreign manufacturers of firearms as well as distributors and retailers of such products, and trade associations. In these cases, none of which have yet come to trial, the plaintiffs are seeking to show that the defendants are liable under a variety of legal theories including strict product liability, negligent distribution and marketing, and public nuisance, and are seeking unspecified damages in order to recoup their costs in dealing with violence involving firearms, as well as injunctive relief. In one case the plaintiffs have amended their pleadings to also include parent companies of various defendants as defendants in the case. Although Tomkins PLC has been named as a defendant it has not been served with process, and the current pleadings do not make any specific allegations against Tomkins PLC. In the past, Smith & Wesson Corp. has successfully defended itself in cases involving similar charges. The directors do not anticipate that the outcome of the above proceedings and claims, either individually or in aggregate, will have a material adverse effect upon the group's financial position. 11. POST BALANCE SHEET EVENTS On December 30, 1999 Tomkins acquired the business and assets of Hart & Cooley for a cash consideration of approximately (pound)199 million (US$320 million). On January 9, 2000 Tomkins acquired Air Diffusion Limited and the business of Actionair for a cash consideration of (pound)8.1 million and the repayment of debt of (pound)2.5 million. NOTES TO THE INTERIM FINANCIAL STATEMENTS 12. BASIS OF PREPARATION The interim financial statements for the half year ended October 30, 1999 have been prepared in accordance with the accounting policies detailed in the financial statements for the year ended May 1, 1999, after giving effect to the adoption of FRS 15 and 16 and were approved by the directors on January 13, 2000. The interim financial statements are unaudited, but have been reviewed by the auditors and their report to the Company is set out below. The financial information for the full year 1998/99 is an abridged version of the financial statements for that year on which the auditors gave an unqualified report. A copy of those statements has been filed with the Registrar of Companies. INDEPENDENT REVIEW REPORT TO TOMKINS PLC Introduction We have been instructed by the Company to review the financial information set out on pages 1 to 11 and we have read the other information contained in the interim report and considered whether it contains any apparent misstatements or material inconsistencies with the financial information. Directors' responsibilities The interim report, including the financial information contained therein, is the responsibility of, and has been approved by, the directors. The Listing Rules of the London Stock Exchange require that the accounting policies and presentation applied to the interim figures should be consistent with those applied in preparing the preceding annual accounts except where any changes, and the reasons for them, are disclosed. Review work performed We conducted our review in accordance with guidance contained in Bulletin 1999/4 issued by the Auditing Practices Board. A review consists principally of making inquiries of group management and applying analytical procedures to the financial information and underlying financial data and, based thereon, assessing whether the accounting policies and presentation have been consistently applied unless otherwise disclosed. A review excludes audit procedures such as tests of controls and verification of assets, liabilities and transactions. It is substantially less in scope than an audit performed in accordance with Auditing Standards and therefore provides a lower level of assurance than an audit. Accordingly we do not express an audit opinion on the financial information. Review conclusion On the basis of our review we are not aware of any material modifications that should be made to the financial information as presented for the half year ended October 30, 1999. Arthur Andersen Chartered Accountants London January 13, 2000