Final Results - Year Ended 1 January 2000

Bemrose Corp PLC 3 March 2000 BEMROSE CORPORATION Plc PRELIMINARY RESULTS FOR THE YEAR ENDED 1 JANUARY 2000 This announcement was due to be made on Monday 6th March, but due to the volatility in the share price it has been brought forward to today. Bemrose Corporation Plc, a leading international supplier of promotional products and security printing announces Preliminary results for the year ended 1 January 2000. Planned disposal of print based activities and refocus of activities on Promotional Products and Business to Business e- commerce. Promotional Products accounts for approximately 50% of sales and 30% of Group operating Profit(excluding discontinued busiensses) Nelson Marketing's e-commerce business 4imprint.com launched in September 1999 already accounts for 10% of Nelson's sales. Substantial growth predicted New Board appointments, - Dick Nelson to CEO and Martin Varley responsible for European Promotional Products. Profit before tax £12.7m (1998 £11.6m) in line with December trading statement. Gearing reduced to 1%, with shareholders funds up 8.1% to £63.8m. Final Dividend of 12.2p per share (1998 11.35p) making 18.65p for the year (1998 17.5p), up 6.8% for the year. Commenting on today's announcement Rodger Booth, Chairman of Bemrose said : 'The past 12 months have seen the transformation of our company from a print based group to a progressive internet driven distribution business. Our experience in Direct Marketing, Purchasing and Customer service will be highly relevant as we build upon our existing profitable base. Dick Nelson who succeeds me as CEO, is well qualified to lead our outstanding team. Our printing businesses are market leaders and among the most successful in the industry. As chairman I shall retain a special responsibility to oversee their transfer to new ownership.' There will be an analyst briefing at Buchanan Communications, 107 Cheapside EC2 at 10.00am Monday 6th March 2000 For further information contact: Dick Nelson, Rodger Booth, Bemrose Corporation Plc 0171 466 5000 Mark Edwards, Kirsty Robeson, Buchanan Communications 0171 466 5000 CHAIRMAN'S STATEMENT Financial Highlights 1999 1998 Turnover £180.3m £216.6m Turnover (excluding £160.3m N/A disposals)9 £12.66m £11.6m2 Profit before Tax (after £12.15m N/A exceptional)2 £8.82m £4.7m Profit Before Tax (continuing businesses)9, 2 Earnings Shareholders Funds £63.8m £59.0m Net Debt £0.6m £24.9m Debt/Equity 1% 42% EPS 26.28p 10.91p Net Ordinary Dividend 18.65p 17.5p Special Dividend 100p N/A 9 Disposals relate primarily to US Supplier businesses sold to Norwood in May 1999. 2 1998 PBT is after £9.5m provision for loss on US disposals. Review of 1999 Results A significant transformation of our company began in 1999. It started with the sale of our US Supplier Division to Norwood completed on May 13th. The special dividend of 100p paid on May 24th returned some £43m to shareholders, and reduced the shares in issue by 35 percent. The balance of the £80m proceeds have been retained within the company. We have achieved another excellent year in our US distributor business, but in the UK we have encountered tougher trading conditions. In spite of this we have completed some important strategic moves, including two acquisitions and the launch of our interactive e-commerce site. I reported at the half year the losses from our discontinued US operations had substantially reduced earnings. We looked forward to a stronger second half which was indeed achieved, but fell short of our hopes. On December 2nd I announced that results from our Specialist Print Services division would be behind 1998, and that the newly acquired businesses of Bourne and PPI would be loss making in 1999. The profit before tax of £12.15m for continuing operations is in line with our trading update. The turnover and profit figures cannot be meaningfully compared with prior year as a result of the significant disposals and acquisitions. The financial position of the company is sound, with shareholders funds increasing 8.1% to £63.8m, and debt almost eliminated following the disposal of the US Supplier businesses. We are proposing a final dividend of 12.2p up 7.5% from 1998 (11.35p). The underlying dividend cover is 1.4 times Earnings per share is a composite figure as a result of the reduction of the number of shares in issue in May following the payment of the special dividend. The Way Forward In December 1999 we instructed N M Rothschild and Sons to undertake a review of the strategic options available to the company. The board has now considered their report. We have reached the conclusion that the two divisions of the company, Promotional Marketing and Specialist Print Services have very different characteristics, and will benefit from separate development in the future. Promotional Products Our Promotional Products business operates companies in the USA, UK and other European Countries. We purchase globally, and can offer a global distribution service to clients. We supply merchandise imprinted with corporate messages and logos to all kinds and sizes of organisations, from Microsoft and British Airways to local clubs and associations. Our different businesses can source container loads of specially imprinted merchandise from Asia, or deliver 100 coffee mugs printed with a corporate logo. This is accomplished by highly trained and experienced staff using the latest technologies. A major source of growth in recent years has been the direct marketing catalogue business Nelson Marketing. In September 1999 Nelson launched the e-commerce business 4imprint.com. In order to capture the opportunities that the internet will bring, Nelson Marketing's core activity, the distribution to a large customer base of promotional products catalogue (currently some 6 million catalogues per annum) and the subsequent sourcing from a wide range of manufacturers, is ideally placed to benefit from the cost savings and incremental growth that e-commerce can bring. To date, in just four months trading e- commerce sales have grown progressively to represent more than 10% of Nelson Marketing's sales. We perceive that this channel will grow substantially in the years ahead, increasing our market share and changing the way we do business with many of our customers. So far we have invested very limited sums in developing and marketing this service, but it may be necessary to invest substantially larger sums in future to achieve optimum growth, with a consequential short term effect on net earnings. In conjunction with this investment we will also review the possibility of partnering with organisations which can offer complementary products or services. Specialist Print Services Specialist Print Services comprises businesses with leading positions within a number of markets related to the printing process. We have historically achieved margins among the best in the industry, with strong positive cash flows. Growth however is expected to be more limited than that currently available from Promotional Marketing. The Board has decided to seek to dispose of the Specialist Print Services division, completing the transformation to a global distributor of promotional products. N M Rothschild & Sons are handling this process, and have already received a number of expressions of interest including an approach from existing management, led by Mr Graham Bennington, the Director responsible for this division. We anticipate that under new ownership operational management will continue in place and that the service to customers will continue without interruption. In due course we will consider returning a proportion of the proceeds of the disposal to shareholders. A part of the proceeds will be retained for the development of the continuing businesses. Future dividend policy will take into account the capital reduction and the earnings profile of the ongoing businesses. Ongoing Management It is appropriate that the new business should be led by those best equipped to do so. After the disposal of Specialist Print Services is completed I shall become non executive chairman of the company. I have worked for Henry Booth and Bemrose for more than 30 years, the last 8 as Group Chief Executive. Effective from today, March 6th Dick Nelson takes over as Chief Executive of Bemrose Corporation plc. Martin Varley, the founder of our Broadway Division, is appointed to the Group Board responsible for European Promotional Products. In May - following the AGM, Brian Ford will retire as a non executive Director at the end of his six years service. I would personally like to thank Brian for his advice and support through this challenging period. It is when questions have been the most difficult that his contribution has been the most valuable. In the months ahead we shall seek to recruit a further non executive director with experience specific to our continuing businesses. In order to build and retain a strong team to develop the new promotional products distribution and e-commerce business the board proposes to introduce a new incentive share plan. The plan, which will be subject to shareholder approval at an EGM, will involve the grant of options over 4.2 million shares (15% of the issued share capital) at 350p. The share plan will have challenging performance requirements, requiring the doubling and trebling of the share price within the next 3/5 years for the options to vest. This plan is described in detail in the circular to shareholders which will be despatched in the next few days. Our priorities for the months ahead are to develop our ongoing businesses, and to complete the restructuring of the company in a reasonable timescale. Trading in the first weeks of the year is satisfactory, with continuing growth in e-commerce and direct marketing, but with reduced volumes in some print markets where customers built stocks against possible Millennium disruption. BEMROSE CORPORATION PLC GROUP CONSOLIDATED PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED 1 JANUARY 2000 Cont Ops Discontinued 1999 1998 Existing Aquisitions Operations Unaudited Audited £'000 £'000 £'000 £'000 £'000 Turnover 142,829 17,500 19,966 180,295 216,616 Changes in stocks of (9) (581) 1,228 638 219 finished goods and work in progress 142,820 16,919 21,194 180,933 216,835 Operating expenses (129,253) (17,537) (22,280)(169,070)(193,804) Operating profit 13,567 (618) (1,086) 11,863 23,031 (loss) Exceptional item: 1,600 (9,486) release/(establishment) of Provision for loss on disposal of subsidiaries Net interest payable (803) (1,921) Profit on ordinary activities before tax 12,660 11,624 Tax on profit on ordinary activities (3,842) (6,945) Profit for the financial period 8,818 4,679 Dividends (48,252) (7,524) Transfer (from) reserves (39,434) (2,845) Earnings per Ordinary Share Basic 26.28p 10.91p Diluted 26.21p 10.87p These financial statements should be read in conjunction with the notes attached. BEMROSE CORPORATION PLC GROUP CONSOLIDATED BALANCE SHEET AT 1 JANUARY 2000 1999 1998 Unaudited Audited £000 £000 Fixed assets Tangible assets 27,401 51,865 Goodwill 5,447 3,014 Investments 483 26 33,331 54,905 Current assets Stocks 13,134 22,960 Debtors 54,181 58,254 Cash at bank and in hand 3,208 2,411 70,523 83,625 Creditors: amounts falling due within one year (3,595) (1,037) Bank loans and overdrafts (213) (354) Obligations under finance leases (41,658) (46,772) Other creditors Net current assets 25,057 35,462 Pension cost prepayments 11,631 11,604 Total assets less current liabilities 70,019 101,971 Creditors: amounts falling due after more than one year - (25,443) Bank loans (4) (516) Obligations under finance leases (35) (3,358) Other long term liabilities Provisions for liabilities and charges (6,158) (13,694) Net assets 63,822 58,960 Called up share capital Share premium account 11,042 10,935 Revaluation reserve 36,113 34,721 Profit and loss account 4,288 3,463 12,379 9,841 Shareholders' funds 63,822 58,960 BEMROSE CORPORATION PLC RECONCILIATION OF MOVEMENT IN SHAREHOLDERS' FUNDS FOR THE YEAR ENDED 1 JANUARY 2000 1999 1998 Unaudited Audited £000 £000 Profit for the financial year 8,818 4,679 Dividends (48,252) (7,524) (39,434) (2,845) Other recognised gains and losses in the period (246) (166) Surplus on revaluation 536 - Shares issued in the period 1,499 570 Shares to be issued - (107) Net movement in goodwill in the period 42,507 (56) Net movement in shareholders' funds 4,862 (2,604) Opening shareholders' funds 58,960 61,564 Closing shareholders' funds 63,822 58,960 1.BEMROSE CORPORATION PLC GROUP CONSOLIDATED SUMMARISED CASHFLOW FOR THE YEAR ENDED 1 JANUARY 2000 1999 1998 Unaudited Audited £000 £000 Cash inflow/(outflow) from operating activities Operating profit and depreciation 17,896 29,622 (Increase)/decrease in stocks (1,699) 283 Decrease in debtors 3,074 4,079 (Decrease) in creditors (2,477) (5,166) (Expenditure against) provisions (16) (1,598) 16,778 27,220 Returns on investment and servicing of finance finance (1,256) (1,591) Taxation (3,258) (5,547) Capital expenditure (6,207) (11,529) Acquisitions (6,589) (3,429) Disposals 73,953 - Equity dividends paid (49,688) (7,128) Issue of shares 569 396 24,302 (1,608) Debt acquired with subsidiaries (150) (65) Debt disposed of 386 - New finance leases - (298) Translation difference (203) (50) Cash inflow/(outflow) in the period 24,335 (2,021) Opening net debt (24,939) (22,918) Closing net debt (604) (24,939) BEMROSE CORPORATION PLC NOTES TO THE PRELIMINARY ANNOUNCEMENT FOR THE YEAR ENDED 1 JANUARY 2000 1 Basis of Preparation This preliminary announcement for the year ended 1 January 2000 has not been audited and does not constitute statutory accounts within the meaning of S240 of the Companies Act 1985. The financial information has been prepared on the basis of the accounting policies set out in the Group's Annual Report and Accounts for the year ended 2 January 1999. These accounts carry an unqualified auditor's report, and have been delivered to the Registrar of Companies. The comparative results for the year ended 2 January 1999 are abridged, and as such do not represent statutory accounts. The full Annual Report and Accounts for the year ended 1 January 2000 will be posted to shareholders shortly and, after adoption at the Annual General Meeting, delivered to the Registrar of Companies. 2 Segmental Analysis 1999 1998 Sales Op. Sales Op. £'000 Profit £'000 Profit £'000 £'000 ORIGIN 127,083 9,978 109,994 12,743 United Kingdom 53,212 1,885 106,622 10,288 United States 180,295 11,863 216,616 23,031 PRODUCT Specialist Print 84,415 9,271 85,363 10,879 Services 75,914 3,678 52,620 4,475 Promotional 19,966 (1,086) 78,633 7,677 Products Discontinued Businesses 180,295 11,863 216,616 23,031 3 Exceptional Item 1999 1998 £'000 £'000 Release/(creation) of provision for loss 1,973 (9,486) on sale of US Supplier businesses (271) - Closure costs relating to Meridian (102) - Promotional Products BV, Holland Loss on disposal of Rowton Crystal Limited 1,600 - The variance to the original provision relating to the disposal of the US Supplier businesses arises principally from exchange rate movements and a favourable outcome on the purchase price adjustment. 4 Taxation 1999 1998 £'000 £'000 United Kingdom 2,605 3,698 Overseas 245 2,646 Exceptional item 992 601 3,842 6,945 BEMROSE CORPORATION PLC NOTES TO THE PRELIMINARY ANNOUNCEMENT (CONTINUED) FOR THE YEAR ENDED 1 JANUARY 2000 5 Dividends 1999 1998 p p Special dividend (paid 24 May 1999) 100.00 - Interim dividend (paid 15 November 1999) 6.45 6.15 Final dividend 12.20 11.35 118.65 17.50 The final dividend in respect of 1999 of 12.20p will be paid on 22nd May 2000 to shareholders on the Register at close of business on 25th April 2000. 6. Earnings per share (EPS) The EPS calculation is based on profits after tax and preference dividends of £8,802,000 (1998 : £4,668,000), and weighted average shares in issue of 33,493,000 (1998 : 42,801,000) Diluted earnings per share (DEPS) is based on the same profits figures as for EPS, but takes into account the dilutive effect of share options outstanding, which increases the weighted average number of shares in issue for DEPS purposes to 33,586,000 (1998 : 42,959,000)
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