Final Results
MENTMORE ABBEY PLC
27 July 1999
MENTMORE ABBEY plc
PRELIMINARY ANNOUNCEMENT OF RESULTS
FOR THE YEAR ENDED 30 APRIL 1999
Mentmore Abbey plc, one of the UK's leading providers of storage solutions
and related services, through it's British Data Management and Abbey
Storage operations, announces preliminary results for the year ended 30
April 1999.
RECORD RESULTS
* Profit before tax and exceptional item up 34% to £6.8 million (1998 : £5.1
million)
* Earnings per share pre exceptional item increased 31% to 6.32p (1998 :
4.81p)
* Post exceptional item profit before tax £11.3 million and earnings
per share 11.50p
* Dividend increased by 10% - proposed final dividend of 0.781p (net)
per share, giving a total of 1.155p (net) for the year (1998 : 1.05p net)
* Strategic alliance with Iron Mountain Incorporated completed 4
January 1999
- to build leading records and information management business across
Europe using BDM as base for expansion
- BDM valued at £66 million; 50.1% of equity sold to effect transaction
realising £4.4 million profit
- acquisition of Memogarde SA, the largest data security business in
France, completed 1 June 1999
* BDM again showed substantial improvement with operating profits up 34% to
£4.8 million over 1998 (of which £3.9 million is attributable to Mentmore
Abbey)
* Solid performance from Abbey Storage with operating profits up 19% to
£4.5 million (1998 : £3.7 million)
* Cash flow from operations £7.9 million (1998 : £9.0 million)
reflecting non-inclusion of BDM cash flows following strategic alliance.
* Gearing eliminated - net funds of £15.5 million at 30 April 1999
(1998 : net debt of £17.0 million and gearing of 79%)
* Proposed merger with Birkby plc - recommended offer announced today
Commenting on prospects, Nick Smith, chairman said:
'These results demonstrate the strong base on which the group is now
founded. Trading since the year end has been encouraging and in line with
our expectations. Our proposed merger with Birkby is a major step forward
in our planned strategy and one which constitutes a strong demonstration
of our belief in the future of the markets within which we operate.'
Contacts:
Mentmore Abbey plc Tel: 0171 720 5067
Nicholas Smith, Chairman
Clive Drysdale, Finance Director
Buchanan Communications Tel: 0171 466 5000
Charles Ryland
Singer & Friedlander Tel: 0171 623 3000
Ian Dighe
CHAIRMAN'S STATEMENT
Results for the year to 30 April 1999
I am delighted to be able to report another year of exciting progress.
Excluding the £4.4 million profit on disposal of shares in British Data
Management ('BDM'):
* Operating profits increased 12% to £8.0 million (1998 : £7.2 million)
* After tax earnings were up 32% to £5.4 million (1998 : £4.1 million); and
* Earnings per share increased 31% to 6.32p (1998 : 4.81p)
The group continued to demonstrate its ability to generate good levels of
cash flow. Earnings before interest, taxes, depreciation and amortisation
('EBITDA') increased to £9.5 million (1998 : £9.0 million).
During the year we entered into a strategic alliance with Iron Mountain
Incorporated to develop the records and information management business
across Europe using BDM as the base for this expansion. To effect this
transaction we sold 50.1% of BDM to Iron Mountain. Iron Mountain, based
in Boston, USA, is the world's largest records and information management
company. The transaction valued BDM at £66 million. The objective of
this strategic alliance is to build the leading records and information
management company in Europe.
In June 1999 BDM completed the purchase of Memogarde SA, the largest data
security business in France, for FRF 100 million including assumed debt.
In the year ended 28 February 1999 Memogarde reported turnover of FRF 26
million and operating profit before goodwill amortisation of FRF 11
million. This acquisition represents the first step in our planned growth
into continental Europe.
Proposed merger with Birkby plc
We have today announced a proposed merger with Birkby plc. This will be
effected by means of a recommended offer for Birkby which, if approved by
Mentmore Abbey shareholders and duly completed, would make the merged
group the UK's largest space management company. Birkby provides flexible
space and a range of services for manufacturing, storage and retail
activities. We believe that their activities are highly complementary to
our own services and that the enlarged group will be strongly placed to
develop these. Full details of the proposed merger will be set out in a
separate circular to Mentmore Abbey shareholders which will be despatched
in due course.
Operational review - storage services
Abbey Storage which provides personal storage facilities to more than
6,000 customers showed consistent profit growth generating operating
profits of £4.5 million, an improvement of 19% over last year. The
business currently operates from twenty centres in the UK.
Three new centres were opened during the year in the London area -
Croydon, Enfield and Wandsworth in South West London. The latter
complements the existing centres at Battersea and Wimbledon. Since the
year end we have taken on two further sites in Swanley (Kent) and Oldbury
(Birmingham).
Following a detailed review of our marketing and presentation the centres
at Enfield and Croydon were launched under the Space Base brand. This new
more modern image will be carried across the company in the coming months.
Our objective is to establish this as the leading brand in the personal
storage market as it continues to grow.
BDM provides a range of records and information management services to
over 1,500 customers. These include Government departments, commercial,
professional, financial and energy businesses. As covered above, we are
working with our new partners to build the leading records management
company in Europe. Since the completion of the strategic alliance in
January we have worked to transfer know how and technology from Iron
Mountain. All our plans are on schedule and we are delighted with
progress. Critically, we are already seeing customers excited by the
potential of the expanded services we will be able to offer.
BDM's trading again showed a substantial improvement. Operating profits
improved to £4.8 million, an increase of 34% over 1998. Of this total
result only £3.9 million is attributable to Mentmore Abbey, the remainder
being attributable to Iron Mountain.
Operational review - other businesses
Homewares distributes a range of kitchen equipment and Britannia Storage
Systems is an engineering company which makes mobile bases for archive
storage. Each of these businesses suffered from depressed markets and in
aggregate lost £348,000 (1998 : loss of £147,000). We continue to seek
longer term solutions for each of them.
Financial review
Following the transaction with Iron Mountain on 4 January 1999, BDM became
a joint venture of the group rather than a subsidiary undertaking for
accounting purposes. Accordingly, for the last four months of the year
the financial statements show only the group's 49.9% share of BDM's
earnings and do not reflect any of its cash flows. The balance sheet at
30 April 1999 shows only the group's share of their net assets as an
investment. The notes to the financial statements contain additional
information on the trading performance and balance sheet of BDM.
Group turnover was £25.9 million (1998 : £31.4 million). Had BDM been
included for the last four months of the year turnover would have been
£33.1 million, an increase of 5% over 1998 on a comparable basis. The
group's gross profit on sales was 50% for 1999, representing a six
percentage point increase over 1998. Both Abbey and BDM showed an
improvement over last year as a result of operating efficiencies and
growth in space utilisation.
Interest cost was covered 6.6 times by operating profit (1998 : 3.4 times)
as a result of the improved profitability and a lower interest cost. The
latter benefited from the cash proceeds from the sale of shares in BDM as
well as strong cash generation from operations.
The group's tax charge of £1.4 million was after crediting £0.1 million of
deferred tax. Excluding this, the effective rate of tax was 22% (1998 :
19%). This is lower that the standard rate of tax due to differences
between accounting profits and those assessable for taxation.
The sale of shares in BDM resulted in proceeds of £28 million. This
comprised cash of £27.25 million and a £0.75 million share of Arcus Data
Security Limited, previously an Iron Mountain subsidiary. The reported
profit on disposal was £4.4 million. This profit arose after charging
£18.3 million of previously written off goodwill, net assets disposed of
£4.4 million and disposal costs of £0.9 million. No tax charge is
expected to arise on the disposal.
The cash proceeds from the BDM transaction were used to repay the group's
bank term loans. At 30 April 1999 the group has cash balances of £15.5
million leaving it ungeared (1998 : net debt of £17.0 million and gearing
of 79%). This cash balance is being held on bank deposit pending re-
investment.
Cash flows from operating activities were £7.9 million (1998 : £9.0
million) reflecting the non-inclusion of BDM for the last four months of
the year. Net capital expenditure of £3.5 million (1998 : £1.6 million)
all related to investment by Abbey and BDM. The final tranche of the
deferred consideration for Abbey Storage, amounting to £5.2 million, was
paid and net cash proceeds of £26.7 million were received for shares in
BDM.
Year 2000 compliance
As shareholders will be aware, many computer systems express dates using
only the last two digits of the year. These will require modification or
replacement in order to accommodate the year 2000 and beyond so as to
avoid malfunction and the resulting commercial disruption. This risk not
only applies to the group's own systems but, to a certain extent, those of
our suppliers and customers.
Projects have been in place for some time in each business to assess the
risks associated with the date change to year 2000. These were designated
key business programmes for 1999 and progress was monitored on a monthly
basis by the executive directors. The total external cost of
modifications to our computer hardware and software is estimated at £0.1
million; about half will be spent on new equipment, which will be
capitalised, and the remainder being expensed as incurred. Of this total
cost, about 70% was incurred up to April 1999; the remaining expenditure
will be incurred by September 1999.
Dividend
I am pleased to announce that the Board is proposing a final dividend of
0.781p per share bringing the total for the year to 1.155p per share (1998
: 1.05p per share), an increase of 10% over 1998.
Personnel
The achievements of the year were only made possible by the efforts of all
of our people. On behalf of all shareholders I thank every one of them
for their dedication and the success that they have achieved.
Prospects
These results demonstrate the strong base on which the group is now
founded. Trading since the year end has been encouraging and in line with
our expectations. Our proposed merger with Birkby is a major step forward
in our planned strategy and one which constitutes a strong demonstration
of our belief in the future of the markets within which we operate.
GROUP PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 30 APRIL 1999
1999
Interest
1999 in BDM 1999 1998
Group joint Total Group
£'000 venture £'000 £'000
£'000
Turnover 25,931 3,570 29,501 31,380
Cost of sales (13,007) (2,095) (15,102) (17,525)
Gross profit 12,924 1,475 14,399 13,855
Distribution costs (1,147) - (1,147) (1,142)
Administrative expenses (4,616) (599) (5,215) (5,531)
Operating profit 7,161 876 8,037 7,182
Share of operating profit in
BDM joint venture 876 -
Total operating profit 8,037 7,182
Profit on disposal of shares 4,433 -
in BDM
Profit on ordinary activities 12,470 7,182
before interest
Interest payable and similar (1,215) (2,085)
charges (net)
Profit on ordinary activities 11,255 5,097
before taxation
Taxation on profit on (1,413) (987)
ordinary activities
Profit for the year 9,842 4,110
Dividends (998) (897)
Retained profit for the year 8,844 3,213
Earnings per share:
Basic 11.50p 4.81p
Basic excluding profit on
disposal of shares in BDM 6.32p 4.81p
Diluted 11.32p 4.79p
Diluted excluding profit on
disposal of shares in BDM 6.22p 4.79p
Dividends per share 1.155p 1.05p
All results relate to continuing operations.
GROUP BALANCE SHEET
AT 30 APRIL 1999
1999 1998
£'000 £'000
Fixed assets
Tangible assets 31,637 48,725
Investments
BDM joint venture 6,099 -
share of gross assets 14,028
share of gross liabilities (7,929)
37,736 48,725
Current assets
Stocks 1,269 1,459
Debtors 1,784 5,423
Cash at bank and in hand 15,499 3,245
18,552 10,127
Creditors: amounts falling due within one (6,960) (19,477)
year
Net current assets/(liabilities) 11,592 (9,350)
Total assets less current liabilities 49,328 39,375
Creditors: amounts falling due after more (12) (17,514)
than one year
Provisions for liabilities and charges (133) (258)
Net assets 49,183 21,603
Capital and reserves
Called up share capital 8,621 8,546
Share premium account 415 10
Other reserve 27,226 8,970
Profit and loss account 12,921 4,077
Equity shareholders' funds 49,183 21,603
GROUP CASH FLOW STATEMENT
FOR THE YEAR ENDED 30 APRIL 1999
1999 1998
£'000 £'000
Cash flow from operating activities 7,900 8,964
Returns on investments and servicing of (1,471) (1,917)
finance
UK corporation tax (509) 36
Capital expenditure (3,511) (1,554)
Acquisitions and disposals 20,236 600
Equity dividends paid (926) (550)
Cash inflow before financing 21,719 5,579
Financing
- issue of shares 480 -
- decrease in debt (9,945) (1,379)
Increase in cash in the year 12,254 4,200
RECONCILIATION OF NET CASH FLOW TO MOVEMENT IN NET FUNDS/(DEBT)
FOR THE YEAR ENDED 30 APRIL 1999
Increase in cash in the year 12,254 4,200
Cash outflow from change in debt and lease 9,945 1,379
financing
Change in net debt resulting from cash 22,199 5,579
flows
Loans and finance leases divested with 10,437 -
subsidiary undertakings
New finance leases - (105)
Loan amortisation costs written off (194) -
Movement in net debt in the year 32,442 5,474
Net debt at 1 May 1998 (16,967) (22,441)
Net funds/)(debt) at 30 April 1999 15,475 16,967
Notes
1. Reconciliation of movements in shareholders' funds
for the year ended 30 April 1999
1999 1998
£'000 £'000
Profit for the year 9,842 4,110
Shares issued net of expenses 480 -
Goodwill written back 18,256 321
Dividends (998) (897)
Net addition to shareholders' funds 27,580 3,534
Opening shareholders' funds 21,603 18,069
Closing shareholders' funds 49,183 21,603
2. Earnings per share
Basic earnings per share are calculated on profit after tax of £9.8
million (1998 : £4.1 million), divided by 85.5 million ordinary shares
(1998 : 85.5 million ordinary shares) being the average number of shares
in issue during the year. The basic earnings per share excluding the
profit on disposal of shares in BDM of £4.4 million is calculated on the
same basis but uses profit after tax of £5.4 million.
Diluted earnings per share are calculated after allowing for the dilutive
effect of conversion into ordinary shares of the weighted average number
of share options outstanding during the year. The number of shares used
for the diluted earnings per share calculation was 86.9 million (1998 :
85.7 million). The diluted earnings per share excluding the profit on
disposal of shares in BDM of £4.4 million is calculated on the same basis
but uses profit after tax of £5.4 million.
3. Dividends
The directors recommend a final dividend of 0.781p per ordinary share
(1998 : 0.71p) to be paid on 4 October 1999 to shareholders on the
register on 6 August 1999.
An interim dividend of 0.374p per ordinary share (1998 : 0.34p) was paid
on 7 April 1999. This, together with the recommended final dividend,
makes a total for the year of 1.155p per ordinary share (1998 : 1.05p).
4. Statutory accounts
The above financial information is extracted from the company's statutory
accounts for the two years ended 30 April 1999. The accounts for the year
ended 30 April 1998 have been filed and those for the year ended 30 April
1999 will be filed with the Registrar of Companies. The company's
auditors, Robson Rhodes gave unqualified reports on the accounts for both
years and the reports did not contain a statement under section 237(2) or
(3) of the Companies Act 1985.
5. Financial statements and annual general meeting
Audited financial statements and the annual report will be posted to
shareholders in due course. The annual general meeting will be held on 2
September 1999.