Interim Management Statement and Acquisition
1 June 2010
St Ives plc - Interim Management Statement and Acquisition
St Ives plc is today publishing its Interim Management Statement covering the
period from 30 January 2010 to date. In addition, we are pleased to announce
the acquisition of Occam DM Limited ("Occam").
Acquisition of Occam DM Ltd
Established in 1993, Occam is one of the UK's leading database marketing
services companies. It provides marketing support and business information
management software to its blue chip client base in both the public and private
sectors. It employs approximately eighty staff, is headquartered near Bristol
and has a strong client base which includes a number of FTSE 100 companies and
household names.
The acquisition of Occam represents a further step in the implementation of
St Ives' new management team's strategy to identify products and services in
addition to print which will enable the Group to add further value to existing
and new clients, complementing our businesses to create an extremely compelling
offering for St Ives' and Occam's combined client base.
In the financial year ended 31 May 2009, Occam generated underlying* EBITDA of
£1.0 million and a loss before tax of £1.5 million on revenue of £8.2 million;
gross assets were £10.2 million. The loss was driven by non-recurring items and
reduced activity for the year. Based on management accounts, Occam is expected
to generate underlying* EBITDA of £2.0 million on revenue of £8.3 million for
the year ended 31 May 2010.
St Ives has agreed to acquire the entire issued share capital of Occam, on a
debt free basis, for a consideration of £12 million, subject to an adjustment
to reflect the working capital position and the audited EBITDA of Occam for the
year ended 31 May 2010, with a maximum additional payment of up to £
0.6 million.
The vendors comprise ISIS Equity Partners, the existing management team,
consisting of James Bagan, Scott Logie and Benjamin McGinn, (the "Management
Team"), certain individuals previously involved in Occam's business, namely,
Thomas Jones, Ian McNamara and Kevin Borley; and an Employee Benefit Trust.
The consideration will be paid in cash except that 20% of the consideration
payable to the Management Team will be satisfied by the issue of up to 250,000
new St Ives ordinary shares.
Following the acquisition, Occam will operate as a wholly owned subsidiary of
St Ives and will continue to be managed by the Management Team.
* Before restructuring costs, provision releases and other non-recurring items
Group trading
For the 13 week period to 30 April 2010, total sales were £90.9 million,
approximately 3% lower than for the equivalent period for the previous year.
The rate of decline in sales versus the prior year has slowed, as can be seen
from the narrowing of the variance against the 10% decline reported in the half
year results. Activity in those markets first impacted by the cyclical effect
of the recession is starting to improve and we are benefiting from the
initiatives to cross sell and to further extend the range of services offered.
Media products
Since 30 January, demand for books has been steady, we have continued to gain
market share and to sell more added value services. The recent investment in an
integrated short run digital line has been successful and we will add to that
offering a `print on demand' digital facility able to efficiently and
economically produce single copies of any title.
In magazines, our efforts to replace the recently lost IPC volumes are
progressing well, with a focus on publishers and titles that will improve work
mix and where there is a need for service and quality. This, we believe, will
lead to an improvement in margins. However, over-capacity in this market
continues to result in price pressure and as yet there is no increase in
pagination or volumes.
Commercial products
Demand for direct response and commercial products remains volatile and price
pressure continues to be severe in this market, despite a number of business
failures. Excellent progress has been made with our plans to provide solutions
to our customers that help to identify, target and communicate marketing
messages more efficiently.
The acquisition of Occam is a significant step in providing insight and data
services to both existing and new customers across the Group.
We have experienced an increase in exhibition and outdoor media sales in the
third quarter of our financial year versus the corresponding period for the
previous financial year. Encouragingly, indications are that volume is
returning to this market from which we are well placed to benefit.
Overall demand for point-of-sale services has remained steady but margins have
been impacted by price pressure passed down the supply chain and in some
instances volumes have declined due to unsustainable pricing levels. With a new
management team successfully in place, we are confident of our ability to
deliver profitable sales growth going forwards.
The actions taken to reduce costs across the Group have been effective and the
improvement in working capital has been maintained. Our ongoing focus on the
cost base continues and the proposed closure of our web offset facility in
Edenbridge, and consolidation of its production within the Group, will bring
further cost and efficiency benefits.
Our strong financial position has enabled us to make the necessary investment
to restructure the Group's current activities and invest to develop our
offering beyond providing only print and to focus on those products and
services where we can add value. Consequently, we now expect that the Group's
operating results for the year ending 30 July 2010 will be ahead of
management's previous expectations.
Whilst the economic outlook remains uncertain, volumes are stabilising and, in
some markets, such as exhibitions and outdoor media, there are signs of
recovery, albeit from a low base. We are confident that the actions taken to
date, our ongoing attention to costs and initiatives to broaden our service
offering will ensure the Group continues to make progress both with regard to
its financial performance and with its strategic development plans.
Commenting on the Occam acquisition, Patrick Martell, Chief Executive of St
Ives said:
"Occam is an excellent fit with our existing businesses and will give us the
opportunity to sell a wider range of services across a broader customer group.
The acquisition will enable us to offer services that will help our customers
to manage their data more effectively and maximise the return from their
marketing campaigns. I am delighted to welcome Occam to the St Ives Group."
For further information please contact:
St Ives plc 020 7928 8844
Patrick Martell, Chief Executive
Matt Armitage, Finance Director
Smithfield 020 7360 4900
Rupert Trefgarne