Interim Results
BEMROSE CORPORATION PLC
1 September 1999
BEMROSE CORPORATION PLC
Interim Results for the Six Months Ended 3 July 1999
Bemrose Corporation, the leading supplier of promotional
products and security printing, announces interim results
for the six months ended 3 July 1999.
The sale of the US Supplier Division for £80 million in
April 1999 make direct comparison with the first half of
1998 impossible.
Key Points
(Disposals restrict comparison with prior year
(Turnover £80.0m (1998 £82.2m)
(Operating profit from continuing operations £2.24m
(1998 £3.31m)
(Profit before tax £1.15m
(Dividend per share 6.45p, an increase of 4.9%
(Specialist Print weaker in some areas, with significant
improvement expected in the second half
(Good first half for Nelson Marketing with sales and
profit well ahead of the prior year
(Launch of Nelson e-commerce site which has substantial
future potential
Rodger Booth, Chairman of Bemrose Corporation commented:
'1999 is a year of major change involving some short term
cost to the Group. We have successfully disposed of the US
Supplier businesses at a premium price, and have
repositioned the promotional marketing side of the business
to focus on international distribution activities. We have
good growth opportunities here through organic development,
through operational synergy and through further strategic
acquisition. Specialist Print Services is expected to
contribute more strongly in the second half when the
seasonal calendar and diary businesses come into profit.'
For further information:
Bemrose Corporation
Rodger Booth, Chairman (today: 0171 466 5000
Richard Harrison, Finance Director
(thereafter: 01482 867862)
Buchanan Communications
Mark Edwards 0171 466 5000
Jennie Roberts
1999 INTERIM ANNOUNCEMENT
CHAIRMANS SUMMARY
Comments on the Financial Summary
The major changes which have taken place during the first
six months of 1999 make direct comparisons with the
previous year impossible.
Sales from discontinued operations are principally the US
Supplier businesses which were sold to Norwood in early
May. The largest component of this business was US
calendar printing, which is of course loss making in the
first half of the year. Sales from acquisitions represent
the first few months of our new supplier businesses Bourne
and PPI. These are expected to come into profit in the
second half.
We are pleased that the provision we established last year
against the potential loss on disposal of the US Supplier
businesses is greater than the actual cost, and we are now
able to release £1.25m of this provision (see note 3).
Profits for the first half cannot be directly compared with
last years total, and are discussed segment by segment in
the sections following. UK Calendars and Diaries still
represent over 20% of our business and this accentuates the
seasonality of our earnings. We expect total profits to be
significantly higher in the second half of the year.
The number of shares in issue was reduced pro rata in May
in conjunction with the payment of the Special Dividend.
The interim ordinary dividend per share has been increased
by 4.9% to 6.45p
Segmental Review of Operations
Specialist Print Services
1998 (six months) sales £28.05m Operating Profit £1.95m
1999 (six months) sales £27.88m Operating Profit £0.73m
This segment includes security printing activities at
Bemrose Derby and the Henry Booth Group, diary publishing
at Letts and calendar production at Bemrose Derby.
Although the first half results are disappointing we expect
a significant improvement in the latter part of the year.
At our Derby plant sales of our Russian Lottery product are
recovering only slowly. Margins on commercial print work
are weak. We are developing a substantial new business in
secure direct mail to replace more mature products. This
is expected to produce significant sales in 2000 and
beyond. Specialist ticket production at Henry Booth
continues to perform well, and our newly opened US sales
office is already showing results.
Orders for calendars and diaries are similar to prior year.
We are prepared for additional late business associated
with the Millennium. These products are of course loss
making in the first half. We are focussing on improving
operational efficiencies, and we expect the full year
contribution to be in excess of 1998.
Promotional Marketing
1998 (six months) sales £21.39m Operating Profit £1.35m
1999 (six months) sales £32.61m Operating Profit £1.05m
This segment includes Direct Marketing at Nelson in the US,
Canada and the UK, the continuing businesses of the
Broadway group, and the newly acquired businesses of Bourne
and PPI.
The figures exclude the discontinued businesses referred to
separately.
We have made an excellent start to the year in Nelson
Marketing with sales and profits well ahead of prior year.
Margins are back to their historic levels. We have
continued aggressive prospecting for new customers, and
launched our new e-commerce site which has substantial
future potential.
Broadway Incentives is performing well and continuing to
win new contracts with major organisations including
Alliance & Leicester and KPMG. In the short term sales
have been reduced by the ending of two long running
promotional programs. However, we have established a broad
customer base and we are not unduly dependent on any
individual contracts.
Disposals
1998 (six months) sales £32.78m Operating Profit £2.62m
1999 (four months) sales Operating Loss (£1.04m) £19.45m
The above comparisons are not on a like for like basis, as
the US Supplier businesses include sales for 1999 only up
to the end of April. We have also closed the supplier
activities of our Dutch operation, Meridian. The
distributor activities of Meridian have been transferred to
Kreyer in Germany.
Year 2000 Compliance Issues
In order to address the Year 2000 (Y2K) issue a programme
of work was established for completion by all the Groups
operations. This includes establishing a full inventory of
relevant commercial and embedded systems and the completion
of a review and testing programme to assess risk and
compliance. The programme is now largely completed with
all outstanding matters scheduled to be resolved by
September this year.
Whilst the Directors consider that they have addressed the
issues and reduced the risks associated with software
failure to a minimum, there can be no assurances that the
Group will be able to take all the necessary steps to
ensure Y2K compliance or that they will not have a material
effect on the Groups operations. Nevertheless, the Group
believes that the programme of work carried out in all its
businesses has minimised these risks and should lead to a
satisfactory solution to the Y2K issue. The current
estimate of total (internal and external) costs is £2m,
split between capital and revenue based upon the Groups
accounting policies.
Summary and Outlook
1999 is a year of major change involving some short term
cost to the Group. We have successfully disposed of the US
Supplier businesses at a premium price, and have
repositioned the promotional marketing side of the business
to focus on international distribution activities. We have
good growth opportunities here through organic development,
through operational synergy and through further strategic
acquisition.
Specialist Print Services is expected to contribute more
strongly in the second half when the seasonal calendar and
diary businesses come into profit.
SRG Booth
Chairman
September 1 1999
BEMROSE CORPORATION plc
Financial Summary
Unaudited Restated
1999 1998
Turnover
Continuing £54.18m £49.44m
operations
Acquisitions £6.31m -
Discontinued £19.45m £32.78m
operations
£79.94m £82.22m
Operating
profit/(loss)
Continuing £2.24m £3.31m
operations
Acquisitions £(0.46)m -
Discontinued £(1.04)m £2.62m
operations
£0.74m £5.93m
Dividends per
share
Ordinary 6.45p 6.15p
Special 100.00p -
Earnings per share
Basic 2.04p 8.49p
Diluted 2.04p 8.42p
Shareholders £59.53m £62.72m
funds
Net debt £4.77m £24.70m
Gearing 8% 39%
BEMROSE CORPORATION plc
Consolidated Profit & Loss Account
Unaudited, for the six months to 3 July 1999
Continuing Discontinued
Operations Operations
Existing Acquisi
-tions
£000 £000 £000
Turnover 54,180 6,315 19,448
Operating 2,244 (460) (1,040)
profit/(loss)
Half Restated
Year Half Full
1999 Year Year
1998 1998
£000 £000 £000
Turnover 79,943 82,227 216,666
Operating 744 5,925 23,031
profit/(loss)
Exceptional item:
release/(establishment)
of provision for
loss on disposal of
subsidiaries 998 (9,486)
Interest (594) (729) (1,921)
Profit before 1,148 5,196 11,624
taxation
Taxation (344) (1,559) (6,945)
Profit after 804 3,637 4,679
taxation
Dividends: Ordinary
& Preference (1,822) (2,635) (7,524)
Special (43,003)
(paid 24 May 1999)
Transfer (from)/to
reserves (44,021) 1,002 (2,845)
E.P.S Basic 2.04p 8.49p 10.91p
Diluted 2.04p 8.42p 10.87p
Ordinary dividend
per ordinary share: 6.45p 6.15p 17.50p
Special dividend per 100.00p
ordinary share:
These financial statements should be read in conjunction
with the notes on page 8.
BEMROSE CORPORATION plc
Reconciliation of Movement in Shareholders Funds
Unaudited
Restated
At 3 At 27 At 2
July June January
1999 1998 1999
£000 £000 £000
Profit for the financial 804 3,637 4,679
period
Dividends: Ordinary (1,822) (2,635) (7,524)
Special (43,003)
(44,021) 1,002 (2,845)
Other recognised gains and
losses for the period 1,034 68 (166)
Shares issued in the period
Shares to be issued 1,388 81 570
(107)
Net increase in goodwill in
the period (56)
Goodwill written back on
disposals 42,168
569 1,151 (2,604)
Opening shareholders funds
as previously reported 58,960 62.318 61,564
Restatement to prior period (754)
58,960 61,564 61,564
Closing shareholders funds 59,529 62,715 58,960
BEMROSE CORPORATION plc
Consolidated Balance Sheet
Unaudited
Restated
At 3 At 27 June At 2
July 1998 January
1999 1999
£000 £000 £000
Fixed assets 34,154 46,791 54,905
Current assets 60,820 72,349 83,625
Current liabilities (33,633) (36,680) (48,163)
Net current assets 27,187 35,669 35,462
Pension cost
prepayment 11,618 11,306 11,604
Total assets less 72,959 93,766 101,971
current liabilities
Other liabilities
and provisions (13,430) (31,051) (43,011)
Net assets 59,529 62,715 58,960
Capital and reserves
Called up share
capital 11,028 10,901 10,935
Other reserves 48,501 51,814 48,025
Shareholders funds 59,529 62,715 58,960
Analysis of
shareholders funds
Equity 59,321 62,507 58,752
Non-equity 208 208 208
59,529 62,715 58,960
Net debt 4,770 24,704 24,939
Gearing 8% 39% 42%
These financial statements should be read in conjunction
with the notes on page 8.
Consolidated Cashflow
Unaudited, for the six months to 3 July 1999
Restated
Half Half Full
Year Year Year
1999 1998 1998
£000 £000 £000
Cash inflow/(outflow) from
operating activities
Operating profit and 4,293 9,481 29,622
depreciation
(Increase)/decrease in stocks (10,881) (10,474) 283
Decrease in debtors 22,677 23,515 4,079
Decrease in creditors (7,941) (12,281) (5,166)
Expenditure against provisions (5) (110) (1,598)
8,143 10,131 27,220
Returns on investment and
servicing of finance (1,057) (455) (1,591)
Taxation (977) (2,061) (5,547)
Capital expenditure (4,840) (4,857)(11,529)
Acquisitions (5,638) (3,429)
Disposals 73,208
Equity dividends paid (47,881) (4,491) (7,128)
Issue of shares 408 81 396
21,366 (1,652) (1,608)
Debt acquired with subsidiaries (951) (65)
New finance leases (69) (298)
Translation difference (246) (65) (50)
Cash inflow/(outflow) in the
period 20,169 (1,786) (2,021)
Opening net debt (24,939) (22,918)(22,918)
Closing net debt (4,770) (24,704)(24,939)
Notes to the Financial Statements
1. Basis of preparation
This Interim Report for the half year ended 3 July 1999
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
groups Annual Report & Accounts for the year ended 2
January 1999. These accounts carry an unqualified
auditors 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 restatement of the 1998 half year comparatives
arises as a result of the implementation of FRS12, full
details of which are given in the 1998 Annual Report &
Accounts.
2. Segmental Analysis
1999 1998 (Restated)
Sales Op. Sales Op.
profit profit
£000 £000 £000 £000
ORIGIN
United Kingdom 45,810 673 37,372 2,406
United States 14,685 1,111 12,071 900
Businesses
disposed of 19,448 (1,040) 32,784 2,619
TOTAL 79,943 744 82,227 5,925
PRODUCT
Specialist Print
Services 27,884 732 28,050 1,953
Promotional 32,611 1,052 21,393 1,353
Marketing
Businesses
disposed of 19,448 (1,040) 32,784 2,619
TOTAL 79,943 744 82,227 5,925
3. Exceptional item £000
-Release of provision for loss on sale of US 1,249
Supplier businesses (251)
-Closure costs relating to Meridian
Promotional Products BV, Holland
998
The release relating to the disposal of the US Supplier
businesses represents the Directors best current estimate
of the final outcome of this transaction; certain issues
remain to be finalised. The variance to the original
provision arises principally from exchange rate movements.
4. Taxation
The taxation charge is calculated by applying the
Directors best estimate of the Groups annual tax rate
to the profit before taxation for the period.
5. Dividend
The interim dividend for 1999 of 6.45p per ordinary
share (1998: 6.15p) will be paid on 15 November 1999 to
ordinary shareholders on the register at the close of
business on 22 October 1999.
6. Earnings Per Share (EPS)
EPS for the half year is based on profits after tax and
preference dividends of £793,000 (1998: £3,632,000) and
weighted average shares in issue of 38,979,000 (1998:
42,766,000).
Diluted Earnings Per Share (DEPS) for the half year 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 39,079,000
(1998: 43,143,000).