Interim Results
Bunzl PLC
30 August 2005
Tuesday 30 August 2005
INTERIM RESULTS FOR SIX MONTHS TO 30 JUNE 2005 AND CLEARANCE TO COMPLETE SOFCO
Bunzl plc, the international distribution and outsourcing Group, today announces
its interim results for the six months ended 30 June 2005. It also announces that
it has received competition authority clearance for the proposed acquisition of
SOFCO announced on 3 August and expects the deal to complete on 3 September.
The results from continuing operations were:
• Revenue up 22% to £1,366.3 million
• Operating profit before intangible amortisation up 28% to £91.8 million
• Profit before tax and intangible amortisation up 23% to £87.8 million
• Profit before tax up 15% to £80.0 million
• Earnings per share up 19% to 16.0p
• Adjusted earnings per share* up 29% to 17.8p
• Dividend up 18% to 4.9p
Other highlights include:
• Filtrona demerged in June
• All regions increased sales and profits
• Acquisitions help Continental Europe and Australasia to double revenue
and treble operating profit*
Commenting on today's results, Anthony Habgood, Chairman of Bunzl, said:
'These are our first results following the successful demerger of Filtrona from
the Group and they clearly demonstrate the underlying strength of our business.
Our international scale and our ability to integrate acquisitions position us
well for the future.'
Commenting on the acquisition of SOFCO, he said:
'I am delighted that the acquisition of SOFCO will complete shortly. Along with
Gelpa, Sanicare and Tecep, it underlines our continuing acquisition momentum
around the world. It provides us with interesting opportunities in our
traditional grocery and redistribution markets in the northeast US and also
expands our position in the healthcare and industrial sectors'.
* before intangible amortisation
Enquiries:
Bunzl plc Finsbury
Anthony Habgood Roland Rudd
David Williams Morgan Bone
Tel: 020 7495 4950 Tel: 020 7251 3801
CHAIRMAN'S STATEMENT
In early June, shareholders of Bunzl received shares in Filtrona plc as our
manufacturing operations were successfully demerged into a separate quoted
entity. As a result Bunzl is now a focused, international, value-added
distribution and outsourcing Group with operations in North America, Europe and
Australasia. The results are stated under IFRS and are, therefore, for
continuing operations with Filtrona's contribution to profits included as a
single line net of interest, tax and the costs of effecting the demerger.
Earnings per share under IFRS are also on a continuing operations basis and the
dividend represents a dividend on continuing operations. Filtrona plc is today
announcing that it will be paying its shareholders a full interim dividend
covering the whole six month period including the five months under Bunzl's
ownership.
Results from continuing operations
Revenue rose 22% to £1,366.3 million (2004: £1,121.3 million) as the regions
benefited from the combination of organic growth and significant acquisition
activity. The effect of the weaker dollar ($1.86: £1 compared to $1.81 in 2004)
was partially offset by the euro being stronger by 3 cents resulting in an overall
adverse currency translation effect of 1-11/2 % on revenue and profit growth.
Operating profit before intangible amortisation was up 28% to £91.8 million
(2004: £72.0 million) reflecting improved margins across Europe and Australasia.
Profit before tax and intangible amortisation was up 23% to £87.8 million
(2004: £71.6 million) while profit before tax was up 15% to £80.0 million
(2004: £69.8 million). Earnings per share rose 19% to 16.0p (2004: 13.4p) while
adjusted earnings per share, after eliminating intangible amortisation, rose 29%
to 17.8p (2004: 13.8p).
Cash inflow from the operating activities of continuing operations funded
acquisition activity and marginally reduced borrowings. Net debt was also
significantly reduced as a result of the demerger and was £285.6 million at the
end of the period. While shareholders' equity also reduced as a result of the
demerger, gearing fell from 83.8% at the year end to 73.6%.
Results from discontinued operations
While underlying trading in Filtrona was good in the five months under Bunzl's
ownership, after deducting the costs of the demerger the operating profit after
intangible amortisation, interest and tax was £4.2 million compared to £18.6
million for the six months in 2004.
Dividend
The Board has decided to increase the interim dividend by 18% to 4.9p (2004:
4.15p). Shareholders will again be able to participate in our dividend
reinvestment plan.
Board
As announced in February, the demerger of Filtrona resulted in Mark Harper and
Paul Heiden resigning from the Board to take up the positions of Chief Executive
and non-executive director of Filtrona respectively. Christoph Sander, who was
due to become Chief Executive of Bunzl with effect from the demerger and who
decided on 2 June not to assume the role for personal reasons, resigned from the
Board on 13 July. We wish Mark, Paul and Christoph all the very best for the
future. A search is underway for a new Chief Executive.
Acquisitions
Acquisition activity continued in 2005 with the purchase of Gelpa in late
January. Based in the Netherlands, Gelpa had sales in 2004 of €49 million and
principally serves the retail and food processor sectors, complementing our
existing strong position in the Dutch Horeca market. In July we acquired Tecep,
which had sales in 2004 of €41 million and operations in Hungary, Czech
Republic, Slovakia, Romania and Poland. Tecep is focused principally on serving
the retail, foodservice, catering and food processing sectors and expands our
position in the exciting and growing Central European markets. Also in July,
Sanicare was purchased in Australia. Based in New South Wales with sales in the
year to April 2005 of A$22 million, Sanicare supplies disposable products
principally into the healthcare market and strengthens our position in that
growing sector. Early in August we announced our intention to purchase SOFCO.
Based in New York State, SOFCO had sales in 2004 of $175 million. It will
further strengthen our position in the northeast United States in our
traditional grocery and redistribution markets while also expanding our position
in the healthcare and industrial sectors.
2005 acquisition activity to date will add about £175 million to annualised
revenue at a total cost of £78 million.
Prospects
As constituent parts of what is now a focused, international, value-added
distribution and outsourcing Group, we expect each region will grow both
organically and by acquisition. Bunzl overall will continue to expand its market
coverage both geographically and by sector as we consolidate our industry
internationally.
In North America we expect organic growth to continue and prices to remain firm.
We also expect momentum in acquisition activity to be maintained as we further
consolidate the industry and strengthen our position in growing sectors of the
market. Recently acquired businesses have had lower margins than our average
and, while we expect these margins to improve as the businesses are integrated
into Bunzl, there remains some overall margin pressure particularly in the
supermarket sector.
In Europe we also expect organic growth to continue as we win new contracts both
in the UK & Ireland and in Continental Europe. While macroeconomic conditions
may dampen organic prospects in some parts of Europe this should be offset by
our increasing presence in the faster growing economies in Central Europe. We
expect acquisition activity to continue as we further extend our geographic
coverage and deepen our participation in our chosen sectors. Our increased scale
and efficiency across Europe as a whole should continue to benefit our results.
In Australasia we expect to continue the successful development of our position
as we grow both organically and by acquisition. We also expect to see benefits
from our increasing scale and our position in growing sectors of the market.
While the weak dollar has affected the translation of our Group results into
sterling compared to 2004, its current rate suggests that this effect will be
greatly diminished for 2005 as a whole. With the euro slightly stronger, current
exchange rates would indicate overall currency translation neutrality on our
results for 2005 for the first time for many years.
Our strong competitive position in our international markets and our ability to
add to organic growth with continuing acquisition activity as we expand both
geographically and by market sector give us confidence that the Group will
continue to develop successfully.
OPERATING REVIEW
Revenue rose by 22% due to organic growth supplemented by acquisitions.
Operating profit before intangible amortisation was up 28% as our acquisition
activity and increased scale across Europe as a whole showed through in higher
profits. Margin rose to 6.7% (2004: 6.4%) as increases in Continental Europe &
Australasia and in the UK & Ireland more than offset a decrease in North
America.
North America
The combination of acquisitions towards the end of 2004 and organic development
contributed to a 15% dollar sales growth and a 10% dollar operating profit
increase over last year. Recent acquisitions with lower margins than our
average were a major contributor to the net margin reduction. In addition,
margins remain under some pressure, particularly in the supermarket sector, as
there continues to be a shift to the larger store format. However, smaller
specialised stores have recently made progress in taking market share from these
large warehouse stores. This presents great opportunities for us and we are
focusing more of our efforts in this area anticipating growth in this niche
sector. In addition, we continue to concentrate on expanding our business in the
redistribution, processor and convenience store sectors. These areas are growing
and offer good opportunities for implementing our distribution model. More
recently, we have also committed resources to market and sell jan/san products
and services which impact many of our current sectors as well as being a
potential new sector in its own right.
Acquisitions continue to help us increase our position in growth sectors,
particularly redistribution, non-food retail and jan/san. We are successfully
integrating the acquisitions that were made last year and they have helped drive
business in these areas. Our recently announced intention to acquire SOFCO
further reinforces our position in both our traditional supermarket and
redistribution sectors and our expansion into other sectors. We are also
reviewing new product lines that increase our penetration into most customers by
offering different items that will be combined with our current shipments,
thereby improving our productivity. As a more focused company following the
demerger of Filtrona, we have initiated conversations with strategic global
vendors focused on fulfilling distribution needs not only in North America but
also elsewhere around the world. Our global platform is attractive to many North
American suppliers who have international distribution needs. As we develop
these programs it affords us the opportunity to increase our service to global
customers as well.
Operating costs have been closely controlled despite significant increases in
fuel costs and freight expense. By implementing our best practices program
throughout our warehouse system and by increasingly sophisticated management of
truck routes, we have been able to offset these additional costs and even show
some improvements. Programs instituted to maximise use of our warehouse space
have also contributed to the reduction of costs. At the same time, we continue
to improve the service to our customers by offering them a program customised to
meet their needs.
UK & Ireland
Revenue grew 6% while the benefits of increased scale and ongoing cost control
have delivered an increase in operating profit of 12%.
Our hotel, restaurant and catering supplies business grew partly as a result of
a leading hotel group contract secured in the second half of 2004 and a major
pub group customer expanding their estate through acquisition. Catering
equipment sales increased following the successful implementation of a supply
agreement for one of the leading contract caterers. Our ability to offer both
catering disposables and catering equipment strengthens our position in the
Horeca market and we benefited from a new contract to supply both categories to
a national restaurant chain.
Within our retail supplies business, key supermarket customers continue to
rationalise their supply base allowing us to consolidate more products on their
behalf. Our track record in the sector helped us secure a new goods not for
resale consolidation contract for a leading UK retailer starting just before the
end of the first half.
Sales in our cleaning and safety business were flat following rationalisation
within the cleaning and hygiene branch network. Reduced costs more than offset
the reduction in local sales around the closed branches and sales from our
national contracts have continued to grow. We have continued to develop our
sales of safety products to national construction companies.
Within Ireland, new hotel construction activity driven by available capital
allowances helped us increase catering equipment and disposables sales and our
retail supplies business secured a contract to supply a broad range of products
for a leading retailer.
The vending business has seen the benefits of good cost control combined with
new account wins in the retail and hotel markets. We also secured the renewal of
a number of significant national contracts.
Continental Europe & Australasia
The business has developed strongly in the first half of 2005 by organic growth,
the integration of acquisitions made in 2004 and through continued acquisition
activity. Revenue rose by 104% and operating profit by 207%. While the majority
of the increase was due to the effect of acquisitions, there was a significant
increase in the profitability of the underlying business as a result of improved
operating efficiency and scale.
The integration of Groupe Pierre Le Goff in France, which was acquired in May
2004, has continued during the first half of 2005 and the business has continued
its previous development plans. The operations are focused on the supply of
cleaning and hygiene products and personal protection equipment/safety products.
The business continues to develop in line with our expectations, albeit
operating in a challenging economic environment. We are exploiting synergies in
a number of areas and at the same time investing in the operational
infrastructure and IT systems.
Our other businesses in Northern Europe have shown a robust performance in
relatively weak economies. This performance has been achieved both through the
growth in a number of larger accounts and the continuing benefit from ongoing
purchasing initiatives as well as operational improvements achieved through
actions taken during 2004. In January 2005 we completed the acquisition of Gelpa
in the Netherlands which has provided us with a route into the retail and food
processor sectors there. The business has settled in well and, together with our
existing Dutch business, is enabling us to achieve synergies.
Our first acquisition in Central Europe, Beltex, a leading distributor of
cleaning and safety products in Hungary acquired in 2004, continues to grow
strongly. This was followed with the acquisition of Tecep in July 2005. Tecep is
a leading distributor of packaging supplies and catering and food processing
equipment to the retail, foodservice, catering and food processing markets in
Hungary, Czech Republic and Slovakia with smaller operations in Poland and
Romania. The acquisition is a significant expansion of our presence in the
growing Central European market.
In Australasia we have continued our successful development with the integration
of the acquisitions made in 2004 as well as growth in the underlying business.
In July 2005 we completed the acquisition of Sanicare, which expands our
position and product offering into the growing healthcare sector.
CONSOLIDATED INCOME STATEMENT
Six months Six months Year to
to 30.6.05 to 30.6.04 31.12.04
Continuing operations Notes £m £m £m
-----------------------------------------------------------------------------------
Revenue
Existing businesses 1,351.0 1,121.3 2,438.5
Acquisitions 15.3
-----------------------------------------------------------------------------------
3 1,366.3 1,121.3 2,438.5
-----------------------------------------------------------------------------------
Operating profit before intangible amortisation
Existing businesses 91.1 72.0 168.9
Acquisitions 0.7
-----------------------------------------------------------------------------------
Operating profit before intangible amortisation 91.8 72.0 168.9
Intangible amortisation (7.8) (1.8) (8.6)
-----------------------------------------------------------------------------------
Operating profit before financing and income tax 84.0 70.2 160.3
Finance income 4 14.2 6.3 17.0
Finance cost 4 (18.2) (6.7) (19.9)
-----------------------------------------------------------------------------------
Profit before income tax 80.0 69.8 157.4
-----------------------------------------------------------------------------------
Profit before income tax and intangible
amortisation 87.8 71.6 166.0
-----------------------------------------------------------------------------------
Income tax 5 (26.1) (23.4) (53.0)
-----------------------------------------------------------------------------------
Profit for the period 53.9 46.4 104.4
-----------------------------------------------------------------------------------
Discontinued operations
Profit for the period 7 4.2 18.6 35.7
-----------------------------------------------------------------------------------
Total profit for the period 58.1 65.0 140.1
-----------------------------------------------------------------------------------
Attributable to:
Equity holders of the Company 57.5 64.4 138.9
Minority interests 0.6 0.6 1.2
-----------------------------------------------------------------------------------
Total profit for the period 58.1 65.0 140.1
-----------------------------------------------------------------------------------
Earnings per share of the profit for the
period from continuing operations attributable
to the Company's equity holders
-----------------------------------------------------------------------------------
Basic 8 16.0p 13.4p 30.3p
-----------------------------------------------------------------------------------
Diluted 8 15.9p 13.4p 30.2p
-----------------------------------------------------------------------------------
CONSOLIDATED BALANCE SHEET
30.6.05 30.6.04 31.12.04
£m £m £m
--------------------------------------------------------------------------------
Assets
Property, plant and equipment 64.2 200.4 218.4
Intangible assets 581.8 552.4 623.7
Deferred tax assets 13.6 10.2 14.8
--------------------------------------------------------------------------------
Total non-current assets 659.6 763.0 856.9
Inventories 218.8 249.9 275.2
Income tax receivable 2.8 2.2 3.1
Trade and other receivables 424.3 467.7 465.4
Derivative assets 0.8 - -
Cash and cash equivalents 103.8 77.2 107.7
--------------------------------------------------------------------------------
Total current assets 750.5 797.0 851.4
--------------------------------------------------------------------------------
Total assets 1,410.1 1,560.0 1,708.3
--------------------------------------------------------------------------------
Equity
Share capital 110.0 112.3 112.5
Share premium 98.9 86.6 88.3
Capital redemption reserve 8.6 5.3 5.3
Cash flow hedging reserve 0.8 - -
Translation reserve 1.1 (1.2) 0.7
Retained earnings 168.9 296.4 276.8
--------------------------------------------------------------------------------
Capital and reserves attributable to the
Company's equity holders 388.3 499.4 483.6
Minority interests - 3.4 3.9
--------------------------------------------------------------------------------
Total equity 388.3 502.8 487.5
Liabilities
Interest bearing loans and borrowings 287.8 305.0 290.2
Retirement benefit obligations 53.2 53.9 70.5
Other payables 4.8 3.3 7.6
Provisions 31.9 20.2 30.3
Deferred tax liabilities 49.2 53.5 68.7
--------------------------------------------------------------------------------
Total non-current liabilities 426.9 435.9 467.3
Bank overdrafts 42.6 31.5 43.2
Interest bearing loans and borrowings 59.0 46.4 179.5
Income tax payable 41.8 51.5 54.4
Trade and other payables 364.1 405.5 382.0
Provisions 4.1 4.7 7.1
Accruals and deferred income 83.3 81.7 87.3
--------------------------------------------------------------------------------
Total current liabilities 594.9 621.3 753.5
--------------------------------------------------------------------------------
Total liabilities 1,021.8 1,057.2 1,220.8
--------------------------------------------------------------------------------
Total equity, minority interests and liabilities 1,410.1 1,560.0 1,708.3
--------------------------------------------------------------------------------
CONSOLIDATED CASH FLOW STATEMENT
Six months Six months Year to
to 30.6.05 to 30.6.04 31.12.04
Notes £m £m £m
---------------------------------------------------------------------------------
Cash flow from operating activities
of continuing operations
Profit before income tax from
continuing operations 80.0 69.8 157.4
Adjustments for non-cash items:
Depreciation 6.7 6.0 12.9
Intangible amortisation 7.8 1.8 8.6
Share option charge 1.3 1.3 2.8
Other (1.5) (2.5) (0.7)
Working capital movement (18.3) 2.5 (11.0)
Finance income (14.2) (6.3) (17.0)
Finance cost 18.2 6.7 19.9
Special pension contribution (3.3) - -
Employee trust shares 2.2 (5.8) (9.8)
Other cash movements (5.3) (2.2) (7.2)
---------------------------------------------------------------------------------
Cash inflow from operating activities
of continuing operations 73.6 71.3 155.9
Cash inflow from operating activities
of discontinued operations 7 16.1 28.3 64.1
Income tax paid (34.0) (28.1) (65.2)
---------------------------------------------------------------------------------
Net cash inflow from operating activities 55.7 71.5 154.8
Investing activities
Interest received 10.7 2.1 7.9
Purchase of property, plant and equipment (17.4) (18.4) (46.2)
Sale of property, plant and equipment 1.1 3.0 4.6
Purchase of businesses (22.7) (191.4) (256.7)
Disposal of businesses - - 8.0
Demerger of business 115.4 - -
Other investment cash flows (3.4) (0.2) 1.0
---------------------------------------------------------------------------------
Net cash inflow/(outflow) from investing activities 83.7 (204.9) (281.4)
Financing activities
Interest paid (12.1) (3.1) (12.5)
Dividends paid (18.5) (17.4) (54.4)
(Decrease)/increase in short term loans (120.3) 30.8 150.0
(Decrease)/increase in long term loans (2.4) 28.8 24.5
Decrease in finance leases (0.2) - (0.2)
Shares issued for cash 11.4 3.0 4.9
Purchase of own shares - - (58.6)
---------------------------------------------------------------------------------
Net cash (outflow)/inflow from
financing activities (142.1) 42.1 53.7
Exchange losses on cash and cash equivalents (0.6) (1.3) (0.9)
Decrease in cash and cash equivalents (3.3) (92.6) (73.8)
---------------------------------------------------------------------------------
Cash and cash equivalents at start
of period 64.5 138.3 138.3
---------------------------------------------------------------------------------
Increase/(decrease) in cash and cash
equivalents from continuing operations 30.5 (92.9) (79.3)
(Decrease)/increase in cash and cash
equivalents from discontinued operations 7 (33.8) 0.3 5.5
---------------------------------------------------------------------------------
Cash and cash equivalents at end of
period 9 61.2 45.7 64.5
---------------------------------------------------------------------------------
CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY
Capital Cash flow
Share Share redemption hedging Translation Retained Minority Total
capital premium reserve reserve reserve earnings interests equity
£m £m £m £m £m £m £m £m
------------------------------------------------------------------------------------------------------
As at 1
January 2005 112.5 88.3 5.3 0.7 276.8 3.9 487.5
Adoption of
IAS 32 and
39 (see
note 2d) (1.3) (1.3)
-------------------------------------------------------------------------------------------------------
As at 1
January 2005 112.5 88.3 5.3 (1.3) 0.7 276.8 3.9 486.2
Currency
translation
differences 0.4 0.3 0.7
Movement of
cash flow
hedging
position 2.1 2.1
Actuarial
loss
on pension
schemes (19.2) (19.2)
Deferred
taxation on
actuarial
loss 6.2 6.2
2004 final
dividend (39.3) (39.3)
Net profit
for
the period 57.5 0.6 58.1
Issue of
share
capital 0.8 10.6 11.4
Cancellation
of own
shares (3.3) 3.3 -
Sale of
employee
trust
shares 2.2 2.2
Amortisation
of employee
trust shares 0.5 0.5
Share option
charge 1.8 1.8
Demerger of
business (117.6) (4.8) (122.4)
------------------------------------------------------------------------------------------------------
As at 30
June 2005 110.0 98.9 8.6 0.8 1.1 168.9 - 388.3
------------------------------------------------------------------------------------------------------
As at 1
January 2004 112.1 83.8 5.3 266.9 3.0 471.1
Currency
translation
differences (1.2) (0.2) (1.4)
Actuarial
gain
on pension
schemes 8.0 8.0
Deferred
taxation on
actuarial
gain (2.4) (2.4)
2003 final
dividend (37.0) (37.0)
Net profit
for
the period 64.4 0.6 65.0
Issue of
share
capital 0.2 2.8 3.0
Purchase of
employee
trust
shares (5.8) (5.8)
Amortisation
of employee
trust shares 0.4 0.4
Share option
charge 1.9 1.9
-------------------------------------------------------------------------------------------------------
As at 30
June 2004 112.3 86.6 5.3 (1.2) 296.4 3.4 502.8
-------------------------------------------------------------------------------------------------------
As at 1
January 2004 112.1 83.8 5.3 266.9 3.0 471.1
Currency
translation
differences 0.7 (0.3) 0.4
Actuarial
loss
on pension
schemes (13.3) (13.3)
Deferred
taxation on
actuarial
loss 4.0 4.0
Movement in
pension asset
revaluation (0.1) (0.1)
2003 final
dividend (37.0) (37.0)
2004 interim
dividend (18.9) (18.9)
Net profit
for
the year 138.9 1.2 140.1
Issue of
share
capital 0.4 4.5 4.9
Purchase of
own shares (58.6) (58.6)
Purchase of
employee
trust
shares (9.8) (9.8)
Amortisation
of employee
trust shares 0.8 0.8
Share option
charge 3.9 3.9
--------------------------------------------------------------------------------------------------------
As at 31
December 2004 112.5 88.3 5.3 0.7 276.8 3.9 487.5
--------------------------------------------------------------------------------------------------------
CONSOLIDATED STATEMENT OF RECOGNISED INCOME AND EXPENSE
Six months Six months Year to
to 30.6.05 to 30.6.04 31.12.04
£m £m £m
--------------------------------------------------------------------------------
Profit for the period 58.1 65.0 140.1
Actuarial (loss)/gain on pension schemes (19.2) 8.0 (13.3)
Deferred taxation on actuarial loss/(gain) 6.2 (2.4) 4.0
Currency translation differences
arising in period 0.7 (1.4) 0.4
Movement of cash flow hedging position 2.1
--------------------------------------------------------------------------------
(Expenses)/income not recognised in
income statement (10.2) 4.2 (8.9)
--------------------------------------------------------------------------------
Adoption of IAS 32 and 39 (see note 2d) (1.3)
--------------------------------------------------------------------------------
Total recognised income for the period 46.6 69.2 131.2
--------------------------------------------------------------------------------
Attributable to:
Equity holders of the Company 45.7 68.8 130.3
Minority Interests 0.9 0.4 0.9
--------------------------------------------------------------------------------
Total recognised income for period 46.6 69.2 131.2
--------------------------------------------------------------------------------
Notes
1. Basis of preparation
EU law (IAS Regulation EC 1606/2002) requires that the next annual consolidated
financial statements of the Company, for the year ending 31 December 2005, be
prepared in accordance with International Financial Reporting Standards (IFRS)
adopted for use in the EU ('adopted IFRS').
This interim financial information has been prepared on the basis of the
recognition and measurement requirements of IFRS in issue that either are
endorsed by the EU and effective (or available for early adoption) at 31
December 2005 or are expected to be endorsed and effective (or available for
early adoption) at 31 December 2005, the Group's first annual reporting date at
which it is required to use adopted IFRS. Based on the adopted and unadopted
IFRS, the directors have made assumptions about the accounting policies expected
to be applied, which are as set out in note 2, when the first annual IFRS
financial statements are prepared for the year ending 31 December 2005.
In particular, the directors have assumed that the following IFRS issued by the
International Accounting Standards Board will be adopted by the EU in sufficient
time that it will be available for use in the annual IFRS financial statements
for the year ending 31 December 2005:
IAS 19 'Employee benefits - Actuarial Gains and Losses, Group Plans and
Disclosures'. The impact on the Group of this not being endorsed would be to
record a portion of actuarial gains and losses in the income statement rather
than directly to the statement of recognised income and expenses.
1. Basis of preparation (continued)
In addition, the adopted IFRS that will be effective (or available for early
adoption) in the annual financial statements for the year ending 31 December
2005 are still subject to change and to additional interpretations and therefore
cannot be determined with certainty. Accordingly, the accounting policies for
that annual period will be determined finally only when the annual financial
statements are prepared for the year ending 31 December 2005.
The comparative figures for the financial year ended 31 December 2004 are not
the Company's statutory accounts for the financial year. Those accounts, which
were prepared under UK Generally Accepted Accounting Practices ('UK GAAP'), have
been reported on by the Company's auditors and delivered to the Registrar of
Companies. The report of the auditors was unqualified and did not contain
statements under Section 237(2) or (3) of the Companies Act 1985. The figures
for the six months ended 30 June 2004 and year ended 31 December 2004 are
extracted from the '2004 Preliminary IFRS Financial Statements' (as adjusted per
note 12) which were issued in a press release on 29 April 2005, a copy of which
can be found on the Company's website.
2. Accounting policies
a) IFRS 1
The following exemptions, as set out in the '2004 Preliminary IFRS Financial
Statements' have been adopted:
a) Business combinations: no retrospective application of IFRS 3 'Business
Combinations' to business combinations that occurred prior to the transition to
IFRS on 1 January 2004.
b) IAS 32 'Financial Instruments: Disclosure and Presentation' and IAS 39
'Financial Instruments: Recognition and Measurement' came into effect on 1
January 2005. The Company took the exemption under IFRS 1 'First Full-time
Adoption of International Financial Reporting Standards' not to restate
comparative information in respect of these standards. As a consequence
financial instruments included in the 2004 comparative information are still
accounted for in accordance with UK GAAP, whereas they are accounted for in
accordance with IFRS in the 2005 results. In accordance with the transitional
provisions of IFRS, this has been treated as a change in accounting policy. The
accounting policy for financial instruments under IFRS is detailed in note 2 (d)
of this report. The adjustments made to reserves as a result of adopting IAS 32
and IAS 39 on 1 January 2005 are detailed in the consolidated statement of
recognised income and expense and the consolidated statement of changes in
shareholder's equity.
c) Cumulative translation differences: cumulative translation differences have
been reset to zero as at 1 January 2004, the date of transition to IFRS.
d) Fair value or revaluation at deemed cost: adoption of the exemption to treat
revalued property, plant and equipment at deemed cost.
b) Basis of consolidation
(i) Subsidiaries
Subsidiaries are entities controlled by the Group. Control exists when the Group
has the power, directly or indirectly, to govern the financial and operating
policies of an entity so as to obtain benefits from its activities. Subsidiaries
are included in the financial statements from the date that control commences
until the date that control ceases.
(ii) Transactions eliminated on consolidation
Intragroup balances and any unrealised gains and losses or income and expense
arising from intragroup transactions are eliminated in preparing the financial
statements.
c) Foreign currency
(i) Foreign currency transactions
Transactions in foreign currencies are recorded at the rate of exchange at the
date of the transaction. Monetary assets and liabilities denominated in foreign
currencies at the balance sheet date are translated at the exchange rate
prevailing at that date.
(ii) Financial statements of foreign operations
Assets and liabilities of foreign operations, including goodwill, intangibles
and fair value adjustments arising on consolidation, are translated at the
exchange rate prevailing at the balance sheet date. Revenues and expenses of
foreign operations are translated at average exchange rates. Exchange
differences arising on retranslation are recognised in the translation reserve.
(iii) Net investment in foreign operations
Exchange differences arising from the translation of the net investment in
foreign operations and related hedges are taken to the translation reserve and
released to the income statement on disposal.
d) Financial instruments
The financial statements for the year ended 31 December 2004 have been prepared
using the accounting policies previously applied under UK GAAP for financial
instruments as the Group has adopted the IFRS 1 exemption not to apply IAS 32
and IAS 39 to the comparative period. The accounting policies described below
for financial instruments are applicable from 1 January 2005. The effect of
adopting these standards was to recognise a net derivative liability of £1.3m in
the opening balance sheet.
Under IAS 39, financial instruments are initially measured at fair value with
subsequent measurement depending upon the classification of the instrument.
Financial assets classified as 'available for sale' and financial assets or
liabilities classified as 'at fair value through profit or loss' (including
derivatives) are held at fair value. Other financial assets and liabilities are
held at amortised cost, unless they are in a fair value hedging relationship.
Derivative financial instruments are used to hedge exposures to foreign exchange
and interest rate risks.
(i) Fair value hedge
Changes in the fair value of derivatives designated as hedges are recorded in
the income statement together with any changes in the fair value of the
associated hedged item with respect to the risk being hedged.
(ii) Cash flow hedge
Where derivatives that are designated and quality as a hedge are used to hedge
forecast transactions any effective portion of the change in fair value is
recognised in equity. The gain or loss relating to the ineffective portion is
recognised immediately in the income statement. Amounts accumulated in equity
are recycled to the income statement in the period when the hedged item will
affect profit.
(iii) Hedge of net investment in foreign operations
Gains or losses on instruments used to hedge net investment in foreign
operations that are effective hedges are recognised in equity. Ineffective
hedges or portions thereof are recognised in the income statement.
e) Property, plant and equipment
Property, plant and equipment are stated at historical cost less accumulated
depreciation and impairment losses. Previously revalued properties were treated
as deemed cost upon transition to IFRS.
f) Depreciation
Property, plant and equipment are depreciated over their estimated remaining
useful lives at the following annual rates applied to book value less estimated
residual value:
Buildings 2% or life of lease if shorter
Plant and machinery 10 - 20%
Fixtures, fittings and equipment 10 - 33%
Freehold land Not depreciated
g) Intangible assets
(i) Goodwill
Acquisitions are accounted for using the purchase method. For acquisitions that
have occurred on or after 1 January 2004, goodwill represents the difference
between the cost and fair value of net identifiable assets. For acquisitions
made before 1 January 2004, goodwill is included on the basis of deemed cost,
which represents the amount previously recorded under UK GAAP. Goodwill is
stated at cost less any impairment losses. Goodwill is not amortised but tested
annually for impairment.
(ii) Other intangible assets
Intangible assets acquired in a business combination are recognised on
acquisition and recorded at fair value. Amortisation is charged to the income
statement on a straight line basis over the estimated useful economic life.
Other intangible assets are stated at cost less accumulated amortisation and
impairment losses.
h) Leases
Operating lease rentals and any incentives receivable are recognised in the
income statement on a straight line basis over the term of the lease.
i) Impairment
Assets are reviewed at each balance sheet date for impairment. Impairment losses
are recognised when the carrying amount of an asset or its cash generating unit
exceeds its recoverable amount, with impairment losses being recognised in the
income statement.
j) Inventories
Inventories are valued at the lower of cost (on a first in, first out basis) and
net realisable value.
k) Cash and cash equivalents
Cash and cash equivalents comprise cash balances and fixed term investments with
maturities of three months or less from the date of acquisition. Bank overdrafts
repayable on demand are included in cash and cash equivalents.
l) Trade and other receivables
Trade and other receivables are stated at cost less any impairment losses.
m) Income tax
Income tax in the income statement comprises current and deferred tax. Income
tax is recognised in the income statement except when it relates to items
reflected in equity which are recognised in equity.
Current tax reflects tax payable on taxable income for the year and any
adjustments in respect of prior years.
Deferred tax is provided using the balance sheet liability method, providing for
temporary differences arising between tax bases and carrying amounts in the
financial statements. Deferred tax assets are recognised to the extent that it
is probable that future taxable profit will be available against which any asset
can be utilised. Deferred tax assets are reduced to the extent that it is no
longer probable that the related tax benefit will be realised.
n) Revenue
Revenue from the sale of goods is recognised in the income statement when any
significant risks and rewards of ownership have been transferred to the buyer.
Revenue is not recognised if there is significant uncertainty regarding recovery
of the consideration due or return of goods.
o) Employee benefits
(i) Defined contribution plans
Obligations for contributions to defined contribution pension schemes are
charged to the income statement as incurred.
(ii) Defined benefit plans
The principal pension schemes in Europe and the US have been accounted for on a
defined benefit basis under IAS 19 (revised) as if the standard had been
endorsed for use in the EU. Accordingly all actuarial gains and losses as at 1
January 2004, the date of transition to IFRS, were recognised due to the prior
adoption of FRS 17 'Retirement Benefits'. Actuarial gains and losses arising
after 1 January 2004 are recognised in the consolidated statement of changes in
shareholders' equity.
Pension liabilities are recognised in the consolidated balance sheet and
represent the difference between the market value of scheme assets and the
present value of scheme liabilities. Scheme liabiltiies are determined on an
actuarial basis using the projected unit method and discounted using a rate of
AA rated bonds that have a similar maturity to the scheme liabilties.
Current service cost, past service cost and gains and losses on any settlement
and curtailments are charged to the income statement. The expected increase in
the present value of scheme liabilities is included within finance cost and the
expected return on scheme assets is included within finance income.
p) Share based payments
The Group operates equity settled, share based compensation plans. A charge is
made in the income statement based on the fair value of option and other share
based incentives using the Black Scholes model.
q) Provisions
Provisions are recognised when there is a present legal or constructive
obligation as a result of a past event and it is probable that an outflow of
economic benefits will be required to settle the obligation.
r) Net Debt
Net debt is defined by the Company as cash and cash equivalents, net of interest
bearing loans and borrowings.
3. Segment analysis
Sales Operating profit
----------------------------------------------------------------------------
Six months Six months Year to Six months Six months Year to
to 30.6.05 to 30.6.04 31.12.04 to 30.6.05 to 30.6.04 31.12.04
£m £m £m £m £m £m
-------------------------------------------------------------------------------------------
North America 753.2 673.7 1,412.9 52.5 49.3 105.1
UK & Ireland 326.1 307.1 638.9 24.8 22.1 51.2
Continental
Europe
& Australasia 287.0 140.5 386.7 22.1 7.2 26.5
-------------------------------------------------------------------------------------------
1,366.3 1,121.3 2,438.5 99.4 78.6 182.8
Corporate (7.6) (6.6) (13.9)
Intangible
amortisation* (7.8) (1.8) (8.6)
--------------------------------------------------------------------------------------------
Continuing
operations 1,366.3 1,121.3 2,438.5 84.0 70.2 160.3
Discontinued
operations+ 209.9 237.6 477.5 25.8 28.0 54.5
Intangible
amortisation (0.4) (0.3) (0.7)
--------------------------------------------------------------------------------------------
1,576.2 1,358.9 2,916.0 109.4 97.9 214.1
--------------------------------------------------------------------------------------------
*For the six months to 30 June 2005 intangible amortisation for continuing
operations comprised North America £1.1m, UK & Ireland £0.1m and Continental
Europe & Australasia £6.6m. For the six months to 30 June 2004 all of the
intangible amortisation for continuing operations related to Continental Europe
& Australasia. For the year to 31 December 2004 intangible amortisation for
continuing operations comprised North America £0.5m, UK & Ireland £0.2m and
Continental Europe & Australasia £7.9m.
+Operating profit from discontinued operations for the six months to 30 June
2005 is stated before demerger costs of £17.3m.
4. Finance income/(cost)
Six months Six months Year to
to 30.6.05 to 30.6.04 31.12.04
Continuing operations £m £m £m
Bank deposits 9.3 1.6 8.2
Expected return on pension scheme assets 4.9 4.7 8.8
--------------------------------------------------------------------------------
Finance income 14.2 6.3 17.0
--------------------------------------------------------------------------------
Bank loans and overdrafts (13.2) (1.7) (10.4)
Interest on pension scheme liabilities (5.0) (5.0) (9.5)
--------------------------------------------------------------------------------
Finance cost (18.2) (6.7) (19.9)
--------------------------------------------------------------------------------
5. Income tax for continuing operations
A taxation charge of 32.0% (2004: 33.4%) on the profit on underlying operations
excluding the impact of intangible amortisation of £7.8m (2004: £1.8m) and
related deferred tax of £2.0m (2004: £0.5m) has been provided based on the
estimated effective rate of taxation for the year. Including the impact of
intangible amortisation and related deferred tax, the overall tax rate is 32.6%
(2004: 33.5%). The income tax charge includes UK tax of £3.8m, £5.9m and £8.7m
for the six months to 30 June 2005 and 2004, and the year to 31 December 2004
respectively.
6. Dividends
Per share Total
----------------------------------------------------------------------------
Six months Six months Year to Six months Six months Year to
to 30.6.05 to 30.6.04 31.12.04 to 30.6.05 to 30.6.04 31.12.04
£m £m £m
--------------- --------- --------- --------- --------- --------- -------
2003 final 8.25p 8.25p 37.0 37.0
2004 interim 4.15p 18.5
2004 final 9.15p 39.3
----------------------------------------------------------------------------------------------
9.15p 8.25p 12.4p 39.3 37.0 55.5
----------------------------------------------------------------------------------------------
The 2004 interim dividend paid was £18.5m, £0.4m lower than the amount proposed
of £18.9m due to the impact of the Company purchasing its own shares. The 2004
final dividend of 9.15p was declared on 28 February 2005 and totalled £39.3m
when paid on 1 July 2005. The 2005 interim dividend of 4.9p will be paid on 3
January 2006 to shareholders on the register on 18 November 2005.
7. Discontinued operations
Following the demerger of Filtrona on 6 June 2005, this business has been
presented as 'discontinued operations' in accordance with IFRS 5 'Non-current
Assets Held for Sale and Discontinued Operations'. There is no impact on the
prior period financial statements other than a change in the presentation of
Filtrona's results and cash flows as discontinued operations.
Income statement
Six months Six months Year to
to 30.6.05* to 30.6.04 31.12.04
£m £m £m
-----------------------------------------------------------------------------------
Revenue 209.9 237.6 477.5
-----------------------------------------------------------------------------------
Operating profit before intangible amortisation
and demerger costs 25.8 28.0 54.5
Intangible amortisation (0.4) (0.3) (0.7)
Demerger costs (17.3) - -
-----------------------------------------------------------------------------------
Operating profit before financing and tax 8.1 27.7 53.8
Finance income 3.4 3.8 8.0
Finance cost (4.8) (4.6) (9.9)
-----------------------------------------------------------------------------------
Profit before income tax 6.7 26.9 51.9
Income tax (2.5) (8.3) (16.2)
-----------------------------------------------------------------------------------
Profit for the period 4.2 18.6 35.7
-----------------------------------------------------------------------------------
* The results for the period represent the five months trading under the
Company's ownership.
7. Discontinued operations (continued)
Cash flow statement
Six months Six months Year to
to 30.6.05 to 30.6.04 31.12.04
£m £m £m
----------------------------------------------------------------------------------
Profit before income tax 6.7 26.9 51.9
Adjustments for non-cash items:
Depreciation 8.9 10.2 20.1
Intangible amortisation 0.4 0.3 0.7
Share option charge 0.5 0.6 1.1
Other (0.5) 2.1 4.8
Working capital movement (11.7) (12.2) (14.2)
Demerger accrual 13.9 - -
Finance income (3.4) (3.8) (8.0)
Finance cost 4.8 4.6 9.9
Special pension contribution (1.5) - -
Other cash movements (2.0) (0.4) (2.2)
----------------------------------------------------------------------------------
Cash inflow from operating activities 16.1 28.3 64.1
Income tax paid (2.8) (6.3) (14.9)
----------------------------------------------------------------------------------
Net cash inflow from operating activities 13.3 22.0 49.2
Net cash outflow from investing activities (12.3) (32.8) (56.0)
Net cash (outflow)/inflow from financing
activities (35.1) 11.6 11.9
Exchange gains/(losses) on cash and cash
equivalents 0.3 (0.5) 0.4
----------------------------------------------------------------------------------
Net(decrease)/increase in cash and
cash equivalents (33.8) 0.3 5.5
----------------------------------------------------------------------------------
8. Earnings per share
Six months Six months Year to
to 30.6.05 to 30.6.04 31.12.04
£m £m £m
----------------------------------------------------------------------------------
Continuing operations
Profit for the period attributable
to the Company 53.9 46.4 104.4
Adjustment* 5.8 1.3 6.3
-----------------------------------------------------------------------------------
Adjusted profit 59.7 47.7 110.7
-----------------------------------------------------------------------------------
Discontinued operations
Profit for the period attributable
to discontinued operations
(net of minority interests) 3.6 18.0 34.5
Adjustment* 0.3 0.2 0.5
----------------------------------------------------------------------------------
Adjusted Profit 3.9 18.2 35.0
----------------------------------------------------------------------------------
Basic weighted average ordinary shares in
issue (million)+ 336.0 345.3 344.6
Dilutive effect of employee share plans (million)+ 2.2 1.5 1.3
----------------------------------------------------------------------------------
Diluted weighted average ordinary shares (million)+ 338.2 346.8 345.9
----------------------------------------------------------------------------------
Continuing operations
Basic earnings per share 16.0p 13.4p 30.3p
----------------------------------------------------------------------------------
Adjustment* 1.8p 0.4p 1.8p
----------------------------------------------------------------------------------
Adjusted earnings per share 17.8p 13.8p 32.1p
----------------------------------------------------------------------------------
Diluted basic earnings per share 15.9p 13.4p 30.2p
----------------------------------------------------------------------------------
Discontinued operations
Basic earnings per share 1.1p 5.2p 10.0p
----------------------------------------------------------------------------------
Adjustment* 0.1p 0.1p 0.2p
----------------------------------------------------------------------------------
Adjusted earnings per share 1.2p 5.3p 10.2p
----------------------------------------------------------------------------------
Diluted basic earnings per share 1.1p 5.2p 10.0p
----------------------------------------------------------------------------------
Adjusted earnings per share is provided to reflect the underlying earnings
performance of the Group.
*The adjustment relates to intangible amortisation and related deferred tax.
+Restated for share consolidation (using a ratio of 7 new Bunzl shares for 9 old
Bunzl shares).
9. Net debt
30.6.05 30.6.04 31.12.04
£m £m £m
--------------------------------------------------------------------------------
Cash at bank and in hand 82.9 57.5 78.4
Short term deposits repayable on demand 7.9 18.1 8.8
Overdrafts (42.6) (31.5) (43.2)
--------------------------------------------------------------------------------
Cash 48.2 44.1 44.0
--------------------------------------------------------------------------------
Short term deposits not repayable on demand 13.0 1.6 20.5
--------------------------------------------------------------------------------
Cash and cash equivalents 61.2 45.7 64.5
--------------------------------------------------------------------------------
Current liabilities - interest bearing
loans and borrowings (59.0) (46.4) (179.5)
--------------------------------------------------------------------------------
Non-current liabilities - interest bearing
loans and borrowings (287.8) (305.0) (290.2)
--------------------------------------------------------------------------------
Net debt (285.6) (305.7) (405.2)
--------------------------------------------------------------------------------
10. Reconciliation of UK GAAP profit to IFRS profit for the six months to 30
June 2004
Continuing Discontinued
operations operations Total
£m £m £m
--------------------------------------------------------------------------------
Profit for the period under UK GAAP 39.9 18.8 58.7
Non-amortisation of goodwill* 7.0 1.1 8.1
Deferred tax on previously revalued land and
buildings - 0.5 0.5
Release of deferred tax recognised on
intangibles 0.5 - 0.5
Share based payments (net of taxation) (1.0) (0.5) (1.5)
Impairment of previously revalued land and
buildings - (1.3) (1.3)
--------------------------------------------------------------------------------
Profit for the period under IFRS 46.4 18.6 65.0
--------------------------------------------------------------------------------
* The above reconciliation reflects an adjustment for IAS 38 'Intangible Assets'
from the press release issued on 29 April 2005. The tax amortisation benefit
included in the fair value of intangible assets recognised as part of the
business combination has been presented within intangible assets rather than
goodwill and is now amortised through the income statement. Accordingly a
further £0.6m has been charged to the income statement for the six months to 30
June 2004.
11. Reconciliation of UK GAAP equity to IFRS equity
Capital
Share Share redemption Translation Retained Minority Total
capital premium reserve reserve earnings interest equity
£m £m £m £m £m £m £m
-------------------------------------------------------------------------------------------------
As at 30 June
2004 under UK
GAAP 112.3 86.6 5.3 267.5 3.3 475.0
IFRS adjustments
non-amortisation of
goodwill* 8.1 8.1
pension asset
revaluation (0.6) (0.6)
deferred tax
liabilities on
property
revaluations (1.3) (1.3)
deferred tax
asset on share
options 2.2 2.2
deferred tax
liabilities on
business
combination
intangibles 0.5 0.5
undeclared
dividends 18.8 0.1 18.9
reclassification
of opening
translation
reserve (1.2) 1.2 -
-------------------------------------------------------------------------------------------------
As at 30 June
2004 under IFRS 112.3 86.6 5.3 (1.2) 296.4 3.4 502.8
-------------------------------------------------------------------------------------------------
As at 31 December 2004
under UK GAAP 112.5 88.3 5.3 222.0 3.7 431.8
IFRS adjustments
non-amortisati on of
goodwill* 15.8 15.8
timing of fair
value
adjustment (2.2) (2.2)
pension asset
revaluation (0.7) (0.7)
deferred tax
liabilities on
property
revaluations (1.3) (1.3)
deferred tax
asset on share
options 1.9 1.9
deferred tax
liabilities on
business
combination
intangibles 2.3 2.3
undeclared
dividends 39.7 0.2 39.9
reclassification of
opening
translation reserve 0.7 (0.7) -
--------------------------------------------------------------------------------------------------
As at 31 December 2004
under IFRS 112.5 88.3 5.3 0.7 276.8 3.9 487.5
---------------------------------------------------------------------------------------------------
*The above reconciliations reflect an adjustment for IAS 38 'Intangible Assets'
from the press release issued on 29 April 2005. The tax amortisation benefit
included in the fair value of intangible assets recognised as part of the
business combination has been presented within intangible assets rather than
goodwill and is now amortised through the income statement. Accordingly a
further £0.6m and £2.5m have been charged to the income statement for the six
months to 30 June 2004 and the year to
31 December 2004 respectively.
INDEPENDENT REVIEW REPORT
by KPMG Audit Plc to Bunzl plc
Introduction
We have been engaged by the Company to review the financial information set out
on pages 6 to 21 and we have read the other information contained in the interim
report and considered whether it contains any apparent misstatements or material
inconsistencies with the financial information.
This report is made solely to the Company in accordance with the terms of our
engagement to assist the Company in meeting the requirements of the Listing
Rules of the Financial Services Authority. Our review has been undertaken so
that we might state to the Company those matters we are required to state to it
in this report and for no other purpose. To the fullest extent permitted by law,
we do not accept or assume responsibility to anyone other than the Company for
our review work, for this report, or for the conclusions we have reached.
Directors' responsibilities
The interim report, including the financial information contained therein, is
the responsibility of and has been approved by the directors. The directors are
responsible for preparing the interim report in accordance with the Listing
Rules which require that the accounting policies and presentation applied to the
interim figures should be consistent with those applied in preparing the
preceding annual financial statements except where any changes, and the reasons
for them, are disclosed.
As disclosed in note 1 to the financial information, the next annual financial
statements of the Group will be prepared in accordance with IFRS adopted for use
in the European Union.
The accounting policies that have been adopted in preparing the financial
information are consistent with those that the directors currently intend to use
in the next annual financial statements. There is, however, a possibility that
the directors may determine that some changes to these policies are necessary
when preparing the full annual financial statements for the first time in
accordance with those IFRS adopted for use by the European Union. This is
because, as disclosed in note 1, the directors have anticipated that certain
standards, which have yet to be formally adopted for use in the European Union,
will be so adopted in time to be applicable to the next annual financial
statements.
Review work performed
We conducted our review in accordance with guidance contained in Bulletin 1999/4
'Review of interim financial information' issued by the Auditing Practices Board
for use in the United Kingdom. A review consists principally of making enquiries
of Group management and applying analytical procedures to the financial
information and underlying financial data and, based thereon, assessing whether
the accounting policies and presentation have been consistently applied unless
otherwise disclosed. A review is substantially less in scope than an audit
performed in accordance with Auditing Standards and therefore provides a lower
level of assurance than an audit. Accordingly we do not express an audit opinion
on the financial information.
Review conclusion
On the basis of our review we are not aware of any material modifications that
should be made to the financial information as presented for the six months
ended 30 June 2005.
KPMG Audit Plc
Chartered Accountants
London
30 August 2005
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