Annual Report & Accounts 1998 Annual Report & Accounts 1998 1 Building Distribution Europe Building Distribution USA Manufacturing Division Contents Financial Highlights 2 Report of the Directors 42 Chairman’s Review 4 Directors’ Responsibility Statement 44 Chief Executive’s Review 8 Group Profit and Loss Account 45 – Building Distribution Europe 10 Balance Sheets 46 – Building Distribution USA 18 Group Cash Flow Statement 47 – Manufacturing Division 26 Accounting Policies 48 – Future Direction 30 Notes to the Accounts 50 Finance Director’s Review 31 Auditors’ Reports 67 Board of Directors 36 Principal Subsidiaries 68 Corporate Governance 37 Five Year Summary 71 Remuneration Report 38 Group Information inside back cover 2 Financial Highlights Building Distribution Europe Building Distribution USA Manufacturing Division Turnover 34.4% (£1,636.0m) 56.8% (£2,701.9m) 8.8% (£421.6m) Trading Profit 38.6% (£107.0m) 48.7% (£135.1m) 12.7% (£35.3m) Net Assets Employed 33.6% (£405.9m) 56.0% (£675.8m) 10.4% (£125.0m) 3 Profit before tax £m Earnings per share pence 97 264.2 97 31.07 98 279.5 98 32.70 Turnover £m Net assets per share pence 97 4,601.9 97 148.23 98 4,759.5 98 163.90 Trading profit £m 97 264.4 98 277.4 All figures are shown excluding the exceptional item Dividends Borrowings Net pence per share pence Net borrowings £m 97 11.4 97 65.8 98 12.5 98 41.6 Total £m Gearing % 97 65.0 97 7.7 98 71.7 98 4.4 Dividend cover per share 97 2.7 98 2.6 All figures are shown excluding the exceptional item Branch Network Building Distribution Europe Building Distribution USA 97 98 97 98 Plumbing 97 98 Plumb Center 303 318 HRPC 52 60 Ferguson Enterprises 256 287 Builder Center 87 95 Uni-Rents 21 21 Familian Corp 102 100 Pipeline Center 52 55 Crangrove/RSJ 11 11 Familian Northwest 79 82 Drainage Center 29 35 Brossette 274 295 Lumber Controls Center 27 28 OAG Group 76 81 Carolina Holdings 96 116 Total 932 999 Total 533 585 4 Chairman’s Review I am pleased to be able to report a record set of Improved trading conditions over the financial year assisted our UK distribution businesses. Once again Plumb Center and results for the group, reflecting a strong second Builder Center outperformed their markets as measured by half performance. industry statistics. Our French business, Brossette, produced another excellent performance in a market which was generally flat in the first half but which showed more Group sales were £4,760 million compared to £4,602 million, encouraging signs as the second half progressed. Business representing an increase of 3.4%. conditions in Austria remained difficult throughout the year. Group trading profit before the exceptional item was £277.4 Our US distribution businesses had a good second half. Local million after charging £4.3 million of costs relating to the currency sales increased by 10.7% compared to the second integration of Familian Corp and Ferguson in the USA and half of the previous year. Whilst there was no let up in the after including £2.2 million from operations discontinued. This difficult product pricing environment, the stronger sales represents an increase of 4.9% compared with the previous growth, coupled with productivity gains, produced an year’s trading profit of £264.4 million. improved profit performance. Net interest receivable of £2.1 million compares to net Good progress was also achieved by our Manufacturing interest payable of £0.2 million in the previous year. division in the second half despite the continued strength of sterling and an increasingly harsh business climate for our UK Currency translation reduced group sales by £124.0 million based companies. In particular, the photographic supplies (2.6%) and trading profit by £6.9 million (2.5%). It benefited companies had a much better second half. net interest receivable by £0.9 million. A full explanation of the main features of the group’s results Profit before tax and before the exceptional item increased by and financial position for the year ended 31 July 1998 is 5.8% from £264.2 million to £279.5 million. The exceptional contained in the Chief Executive’s and Finance Director’s charge of £5.3 million (after deducting goodwill of £43.1 reviews on pages 8 to 35. million previously written off to reserves) relates to the net loss on the sale of five subsidiaries, four of which were within the Manufacturing division. Excluding the exceptional item and its related tax charge, earnings per share were 32.70 pence compared to 31.07 pence, an increase of 5.2%. After the exceptional item, earnings per share were marginally lower. 5 Business development Arrangements have been made for shareholders, if they wish, Consideration, including net borrowings, for businesses to use the whole of the cash dividend to buy additional acquired during the year amounted to £97.9 million (1997 - ordinary shares of the company in the market. Details of this £103.2 million). plan, together with an application form and an explanatory Since the year end, contracts have been signed or completed booklet will be sent to shareholders during December. for an additional three acquisitions for an aggregate The board intends to continue with its progressive dividend consideration, including debt of £139.5 million. The most policy, notwithstanding current short term economic significant of these acquisitions were Porcher Distribution in uncertainties. France and Hall & Co in the UK. Full details of the businesses acquired during the year and Share purchases their contribution to group results are shown on pages 32 and Last year shareholders renewed the company’s authority to 33 respectively. purchase in the market up to 10% of its shares and the board will be seeking approval to renew this authority again at the Expansion of the branch network of our distribution forthcoming annual general meeting. companies continued during the year. Net new branch openings continued at a similar rate to the previous year at The board is committed to the expansion of the group by 64 (1997 - 65). Acquisitions added a further 56 branches acquisition and organic growth. It continues to believe that it is (1997 - 76). There were a total of 1,584 branches at the year in the shareholders’ best interests to maintain a gearing ratio end, after adjusting for the disposal of Plant & Tools in August which allows sufficient flexibility to take advantage of 1998, compared to 1,477 last year. Including the post year acquisition opportunities which may arise. Although the board end acquisitions and disposals, the distribution operations had remains mindful of the need to maintain an efficient capital 1,733 locations as of 20 October 1998. structure, the current uncertainty in global markets suggests that a cautious approach to gearing is likely to be appropriate Dividends and prudent for the foreseeable future. Accordingly, any share The board is recommending a final dividend of 9.00 pence purchases would be relatively modest and will only be (1997 - 8.10 pence) per share, an increase of 11.1%. With the undertaken if they enhance earnings per share and are clearly interim dividend of 3.50 pence already paid, total dividends for for the benefit of shareholders. the year will amount to 12.50 pence per share, an increase of 9.6% over dividends declared in respect of last year. The company’s scrip dividend alternative has been suspended and in its place a dividend reinvestment plan will be offered. “Plumb Center and Builder Center outperformed their markets as measured by industry statistics.” 6 Chairman’s Review Board changes With John’s impending retirement, we have reorganised Jacques-Régis Descours was appointed to the board on responsibilities at board level for the European Distribution 1 September 1998. Jacques is Chief Executive of Brossette division to provide even greater focus on our development BTI, based in Lyon. We look forward to Jacques contribution to plans. Andrew Hutton, Chief Executive of Wolseley Centers our affairs at a time when we would like to increase the now has responsibility for Wolseley’s building materials’ group’s presence in mainland Europe. distribution activities in northern Europe, in addition to his role as Chief Executive of UK Building Distribution. Jacques Brian Monk retired from the board on 31 July 1998. Brian Descours is responsible for Wolseley’s southern Europe joined the group with the Grovewood acquisition in 1986. He building materials’ distribution activities in addition to his role was responsible for Ashley & Rock for many years and was as Chief Executive of Brossette. appointed to the Wolseley board in 1994 as Divisional Chief Executive of the energy, engineering, electrical and plastics Additionally, the nominations committee is actively looking for companies. He led those companies with great determination another non-executive director to join the board. through the ensuing difficult years, maximising their performance and achieving increased co-operation and Employees synergies throughout his division. This year has proved to be a particularly demanding one for our employees, who responded magnificently to the challenge John Watson will be retiring from the board with effect from of improving the group’s second half performance. I am 30 November 1998 after thirty seven years’ service with the sincerely grateful for their tremendous dedication in helping to group. John started his career with Yorkshire Heating Supplies produce another set of record results. which later become part of Plumb Center. He was Managing Director of Wolseley Centers with specific responsibility for Plumb Center between 1986 and 1992 when he accepted the challenge of a newly created role as Director of Building Distribution Mainland Europe to oversee the integration of Brossette into the Wolseley group.