7 October 2014
ST IVES plc
Preliminary Results for the 52 weeks ended 1 August 2014
St Ives plc, the UK's leading marketing services and print group, announces preliminary results for the
52 weeks ended 1 August 2014.
· Underlying* revenue up 3% to £327.6m (2013: £317.0m)
· Underlying* profit before tax up 17% to £29.4m (2013: £25.2m)
· Underlying* basic earnings per share up 15% to 18.30p (2013: 15.90p)
· Profit before tax up 118% to £11.9m (2013**: £5.5m)
· Basic earnings per share up 132% to 8.60p (2013**: 3.71p)
· Total dividend up 10% to 7.15p per share (2013: 6.50p per share)
· Net debt of £42.7m after a cash outflow of £35.2m (2013: £22.2m) on acquisitions during the year
(2013: net debt £15.2m), with net debt to EBITDA remaining at a conservative level of 1.1 times.
* Non-underlying items comprise acquisition costs, restructuring costs, provision releases, operating results of non-continuing sites, net profit on disposal of property, plant and equipment, profit on disposal of subsidiary, consideration required to be treated as remuneration, amortisation or impairment of acquired intangibles and other one-off items.
** The results for the prior period have been restated for the change in accounting policy on the adoption of IAS19 (revised) Employment Benefits.
· Like-for-like*** revenue increased in both segments - Marketing Services up 12%; Print Services up 1%
· Marketing Services now accounts for 46% of Group underlying operating profit, including profit from acquisitions in the year on an annualised basis
· Acquisitions of Realise and Hive further enhance our Marketing Services offering and integration going as planned
· Overseas expansion progressing as planned, in response to existing client demand, with a growing number of Group businesses now servicing clients on an international basis
· Continued progress in collaboration across our businesses - more than 80 of our clients used the services of more than one business within the Group
***Like-for-like revenue excludes revenue from non-continuing sites and removes the effect of acquisitions and print sectors that have been exited on 30 September 2013.
Commenting on the results and the outlook for the Group, Chief Executive Matt Armitage said:
"We are very pleased to report another strong set of results, in which our Marketing Services segment delivered more than three times the underlying operating profit achieved by the entire St Ives Group in 2009, demonstrating clear evidence of the ongoing success of our strategy and of our ability to collaborate across our individual businesses.
"We now have a profitable and cash generative Print Services businesses, and a substantial Marketing Services proposition which has been successfully expanded and strengthened through acquisition over the past year. Our strong balance sheet gives us the ability to acquire further marketing services businesses that meet our stringent selection criteria. Taken together, these create an excellent platform from which to pursue our strategy for future growth.
"The current year has started well and in line with our expectations, with our Marketing Services segment benefiting from the UK economic recovery, from increasing marketing spend by our UK and international clients, and from our own organic growth initiatives.
"Overall we are confident that St Ives will make further strategic and financial progress this year."
St Ives plc Matt Armitage, Chief Executive Brad Gray, Chief Financial Officer
|
020 7928 8844 |
MHP Communications John Olsen Giles Robinson Gina Bell |
020 3128 8100 |
Chief Executive's Performance Review
The Group once again recorded a strong financial performance during the year.
Underlying Group revenue of £327.6 million was 3% higher than the previous year. On a like-for-like basis, removing the effect of acquisitions and the print sectors that we have exited, the revenue from Marketing Services and Print Services segments grew by 12% and 1% respectively.
Group underlying profit before tax grew to £29.4 million (2013 - £25.2 million) with underlying basic earnings per share increasing by 15% to 18.30 pence (2013 - 15.90 pence).
The improvements reflect the stabilisation of our Print Services segment and further growth in our Marketing Services segment, which contributed 38% of the Group's underlying operating profit during the financial year.
Net debt rose to £42.7 million (2013 - £15.2 million) as a result of the acquisitions and investment made during the year, but remains at a very manageable level of 1.1 times EBITDA.
Once again there was clear evidence of our ability to collaborate across our individual businesses to serve our clients with the level and quality of internal referrals again increasing during the year. In 2014 more than 80 of our clients used the services of more than one business within the Group.
In line with our strategy, we successfully acquired two very strong businesses during the year - Realise Holdings Limited, a digital marketing agency, and The Health Hive Group Limited, a leading healthcare consulting and communications business - and these are integrating well into the Group.
The past year also saw a growing contribution from our international operations. Approximately 15% of Incite's revenue now comes from overseas offices. Amaze started trading from its Chicago office in February 2014 and many of our businesses - including Incite, Amaze, Realise, The Health Hive Group and Pragma - are servicing clients on an international basis. We believe this provides a firm foundation for continued growth overseas, in line with our business model.
The Board is recommending a final dividend of 5.00 pence, making a full year dividend of 7.15 pence (2013 - 6.50 pence) to be paid on 18 December 2014 to shareholders on the register at 21 November 2014, with an ex-dividend date of 20 November 2014.
Our strategy since 2009 has been to restructure our print businesses while repositioning the Group so that it can take advantage of new growth markets within the marketing services sector.
In our Print Services segment, we have successfully exited commoditised print operations with the final part of our restructuring coming with the sale of St Ives Direct Bradford Limited in September 2013. The restructuring is therefore now complete, with significantly lower related costs in the financial year.
Our remaining Print Services businesses now provide a profitable and cash generative base from which we can grow our Marketing Services segment.
At the same time we have built, through acquisition, a compelling portfolio of Marketing Services businesses, specialising in data marketing, digital marketing, consultancy services and field marketing.
Demonstrating the success of our strategy, during the financial year just ended, our Marketing Services segment delivered three times more underlying operating profit than the entire Group did in 2009, while the Print Services segment continued to be significantly more profitable than in 2009.
Marketing Services now accounts for 46% of Group underlying operating profit, including profit from acquisitions in the year on an annualised basis. Over the next two years we aim to grow the proportion of underlying operating profit generated from the Marketing Services segment to greater than 50% of the total, while still continuing to increase the Group's revenue and operating profit overall.
Going forward, our growth strategy will focus on:
· Organic growth within Marketing Services, leveraging on the profitable and cash generative platform provided by our Print Services businesses; and
· Further acquisitions of complementary marketing services businesses in high growth areas.
Our organic growth strategy comprises two main elements:
· Collaboration: facilitating our culture of collaboration through regular knowledge sharing sessions and initiatives focused on specific client-led opportunities. Our experience is that such a culture is most successful when it is driven from within the businesses themselves rather than imposed by the Group. This strategy is gaining significant traction across the Group.
· Internationalisation: internationalisation through overseas expansion. Many of our businesses deliver international solutions for clients and we plan to open additional overseas offices where we identify client-led opportunities. These opportunities must be in large markets or in markets with the potential for significant and sustainable growth. For example, our customer insight consultancy, Incite, now has operations in the United States and Singapore and is planning to open an office in Shanghai. One of our Digital Marketing businesses, Amaze, has expanded to Chicago to service clients in North America.
In addition to the above initiatives, the Group will continue to invest in sophisticated and targeted lead generation. This approach to business development is working well. In 2014, we delivered 12% like-for-like revenue growth in our Marketing Services segment, excluding the impact of acquisitions.
An important strength going forward will be our ability to acquire further complementary marketing services businesses which operate in the growth areas we have identified and add value to our existing portfolio. Our acquisition strategy adopts very stringent quantitative, qualitative and financial criteria. We aim to acquire non-competing businesses that support our business model. In addition, any companies we acquire must already enjoy reasonable scale and have management teams looking to create the next phase of growth to the benefit of their colleagues and clients, as well as an entrepreneurial and collaborative culture that fits well with our own. Once acquired, we transition the businesses into the Group using our well-established integration process. We then work with the management teams to identify and implement the most appropriate initiatives for driving organic growth within the business.
Our Marketing Services operations are organised around four pillars: Data Marketing, Digital Marketing, Consultancy Services and Field Marketing.
|
2014 |
2013 |
Data Marketing |
35.5 |
28.7 |
Digital Marketing |
28.1 |
7.7 |
Consultancy Services |
22.9 |
16.8 |
Field Marketing |
11.6 |
12.7 |
Underlying Marketing Services revenue |
98.1 |
65.9 |
Underlying Marketing Services operating profit |
11.6 |
7.6 |
Our Data Marketing businesses - Occam and Response One - represented 36% of Marketing Services revenue at £35.5 million (2013 - £28.7 million) with both businesses delivering strong growth for the year.
Within Occam we developed and launched an enterprise level data solution which we subsequently sold to new clients within the leisure, media and automotive sectors. We see such product-led solutions (in addition to our current service-led propositions) as a key area of future growth and we are therefore investing significantly in further product-led development.
The growth within Response One was driven by a combination of new client wins and existing client growth. The business migrated and introduced new data services for a number of clients including Sainsbury's, The Conservative Party, Royal Mail and HSBC.
In addition, the two businesses collaborated in a successful joint pitch to The Guide Dogs for the Blind Association, one of the largest charities in the direct marketing sector.
This sector also had a good year and contributed £28.1 million (2013 - £7.7 million), 29% of Marketing Services revenue.
At the start of the financial year our Digital Marketing businesses comprised the digital marketing, commerce and technology company, Amaze, and online search and digital marketing agency, Branded3. In March 2014, we acquired Realise Holdings Limited, a full-service digital marketing agency. With offices in Edinburgh and London, Realise is run by an experienced management team and has a long-standing and well-known client base across a range of sectors, including media & entertainment and finance. With the acquisition of Realise, we have added depth to our digital offering and enhanced the range of marketing services we can provide.
Amaze saw clear evidence of strong growth in demand for its e-commerce services during the year with continuing work on a global e-commerce solution for ASICS and new business wins including Waocol Eveden. Recognising that e-commerce provides a significant opportunity for future growth at Amaze, we are committing to specific investment in this business to grow and develop a dedicated e-commerce practice.
Branded3 continued to perform well, completing a significant project for Virgin Holidays and a pan-European campaign for Norton and Symantec. Branded3 also won a contract with the leading motor dealer, Inchcape, to deliver nine manufacturer websites focusing on the UK, with the potential for wider global implementation.
Our three complementary digital businesses - Amaze, Branded3 and Realise - represent a powerful force in the market. Combined, they would rank as a top 10 digital business in the UK.
Our Consultancy Services businesses - Incite, Pragma and Hive - represented 23% of the Marketing Services segment revenue at £22.9 million (2013 - £16.8 million).
In May 2014, we enhanced our consultancy capabilities with the acquisition of The Health Hive Group Limited, a business providing strategic consulting and communications services to the healthcare and pharmaceutical industries. Based in London, Hive's offering of consultancy services and digital solutions complements St Ives' existing Marketing Services businesses. The acquisition takes the Group into an exciting new and fast-growing sector and fits well with our strategic market research business, Incite.
We recorded strong growth during the year, partly due to the effect of the acquisition of Hive but also due to the successful expansion of Incite into New York and Singapore. Approximately 15% of Incite's overall revenue is now generated from overseas offices. We are planning to open an office in Shanghai shortly and this is expected to commence trading by the end of the first quarter of the current financial year.
In addition, Pragma, one of the fastest-growing brands in retail and consumer markets consulting, continued to see strong demand for its services. Through the course of the year, the business delivered successful engagements to support a number of retail businesses including Maplin and Bench as well as further developing its airports and commercial spaces offering.
Our Field Marketing business - Tactical Solutions - contributed 12% of the Marketing Services segment revenue at £11.6 million (2013 - £12.7 million). Despite a difficult year, due to increased competitive pressure within the grocery retail market, this business remains one of the UK's leading field marketing companies providing outsourced in-store marketing for leading brands. We are investing in new data and technology capabilities to enhance Tactical Solutions' offering and a new management team is expected to strengthen the business further.
Print Services
Our Print Services segment represented 70% (2013 - 79%) of Group revenue for the year. This segment comprises two customer offerings: Marketing Print and Books.
|
2014 |
2013 |
Exhibitions and Events |
36.7 |
33.3 |
Point-of-Sale |
82.4 |
73.9 |
Print Management |
43.0 |
73.2 |
Marketing Print |
162.1 |
180.4 |
Books |
67.4 |
70.8 |
Underlying Print Services revenue |
229.5 |
251.2 |
Underlying Print Services operating profit |
19.3 |
19.3 |
Our Marketing Print businesses comprise our Exhibitions and Events business, Service Graphics, our Point-of-Sale (POS) specialist, SP Group, and our Print Management business, St Ives Management Services (SIMS) (formerly known as Direct Response).
As reported previously, the Group disposed of its direct mail business, St Ives Direct Bradford Limited, in September 2013. Excluding the impact on revenue associated with the sale of this business, Marketing Print grew by 3% on a like-for-like basis (excluding St Ives Direct Bradford Limited) to £162.1 million. Marketing Print accounted for 71% of the overall Print Services segment revenue and experienced strong growth in new business, particularly in the second half of the financial year.
The Group has appointed the current Managing Director of SP Group as joint Managing Director of both SP Group and Service Graphics to enhance operational effectiveness and efficiencies across the two businesses. SP Group continues to provide POS services for major retail clients such as Sainsbury's, Marks & Spencer and Holland & Barrett and during the year added New Look to its client list. Service Graphics won exhibitions and events work from clients including the Rugby Football Union, Network Rail, Strada Restaurants, Wilko, Cotswold Outdoor and Bentley, as well as delivering a significant amount of work for the Glasgow 2014 Commonwealth Games.
Our SIMS team continues to provide print management solutions to a range of clients, including HSBC, Royal Mail Group, the Conservative Party and Digital Mobile Spectrum's consumer brand,at800.
The Group's Books business, Clays, accounted for 29% of the Print Services segment's revenue. Books revenue was down by 5% compared to 2013, at £67.4 million (2013 - £70.8 million) although market share was maintained.
Clays is the market leader in UK monochrome book production services and continues to extend its range of added-value services to the publishing market through digital and supply chain related investment.
Clays has increased market share in the academic market by producing large format books, paperback, cased, and short-run cased books, as well as the distribution and print model it has built through international print partnerships. It now works with a number of academic publishers including Pearson, Oxford University Press and Cambridge University Press.
The business has also extended its services into self-publishing, a fast-growing sector where Clays' added-value and supply chain services come to the fore.
Outlook
We now have a profitable and cash generative Print Services business, and a substantial, exciting and growing Marketing Services proposition which has been successfully expanded and strengthened through acquisition over the past year. Our strong balance sheet gives us the ability to acquire further marketing services businesses that meet our stringent criteria. Taken together, these create an excellent platform from which to pursue our strategy for future growth.
The current year has started well and in line with our expectations, with our Marketing Services segment benefiting from the UK economic recovery, from increasing marketing spend by our UK and international clients, and from our own organic growth initiatives.
Overall we are confident that St Ives will make further strategic and financial progress this year.
Matt Armitage
Chief Executive
7 October 2014
Financial Review
Overview
The Group has delivered a strong set of results with revenue and profit growth. Our recent acquisitions have made a significant contribution to the Group's performance.
The Group's total revenue for the period increased from £322.7 million to £330.7 million, an increase of 3%. Profit before tax increased from £5.5 million to £11.9 million with basic earnings per share increasing from 3.71 pence to 8.60 pence.
The following Financial Review focuses on the Underlying results of the Group which in management's view reflect, how the business is managed and show the performance in a consistent manner. The Underlying results remove the impact of non-underlying items which include restructuring costs, provision releases, operating results of non-continuing sites, net profit on disposal of property, plant and equipment, acquisition costs, consideration required to be treated as remuneration, amortisation or impairment of acquired intangibles and other one-off items*.
Revenue
Revenue increased by £10.6 million (3%) to £327.6m. On a like-for-like basis, eliminating the impact of acquisitions and disposals, revenue increased by 3%; the Marketing Services segment increased by 12% and the Print Services segment increased by 1%.
Revenue from the Marketing Services segment increased from £65.9 million to £98.1 million as a result of the acquisitions and organic growth. Revenue from the Print Services segment decreased from £251.2 million to £229.5 million primarily due to the disposal of St Ives Direct Bradford Limited.
Gross profit margin and underlying profitability
The gross margin percentage has increased from 29% to 31%. This improvement has been generated by the higher margins achieved in the Marketing Services segment compared to the Print Services segment and the increased proportion of Marketing Services, as a total of the Group's margin.
Selling and administration overheads increased by £7.1 million primarily due to the acquisitions of Realise and Hive and the full year impact of prior period acquisitions; continued investment within the Marketing Services segment; and offset by the disposal of St Ives Direct Bradford Limited.
Profit from operations increased from £26.9 million (8.5% of revenue) to £31.0 million (9.5% of revenue).
Acquisitions
The Group invested £42.7 million in acquiring two businesses. Both of these businesses were aligned to our strategic priorities, increasing our exposure to Digital Marketing and developing the Group's healthcare and pharmaceutical offering.
On 2 March 2014 the Group acquired Realise Holdings Limited, a digital marketing agency. The initial consideration of £21.7 million was payable in form of cash and St Ives plc shares.
On 1 May 2014 the Group acquired The Health Hive Group Limited, an agency providing strategic consulting and communications services to the healthcare and pharmaceuticals industries. The initial consideration of £21.0 million was payable in the form of cash and St Ives plc shares.
The deferred consideration paid for acquisitions made in prior years totalled £4.8 million (2013 - £2.4 million).
* See note 3
Disposal
On 30 September 2013, the Group sold St Ives Direct Bradford Limited. The total consideration received was £3.8 million.
The consideration agreed at the time of the sale was £8.0 million comprising £3.0 million payable immediately and £5.0 million of deferred consideration. The renamed business, Global MP Limited, appointed an administrator on 1 July 2014 and deferred consideration of £4.2 million remains unpaid and is not expected to be received.
Tax
The Group's tax rate on the underlying profit before tax was 24% compared to the standard rate of tax of 22% (2013 - 24%). The total tax charge is £7.0 million (2013 - £6.2 million).
The corporation tax of £3.7 million (2013 - £3.6 million) was paid in the United Kingdom.
Dividend
The Board is recommending a final dividend of 5.00p per ordinary share (2013 - 4.50p) giving a total dividend of 7.15p (2013 - 6.50p), an increase of 10% on 2013. The dividend, on an underlying basis, is covered 2.6 times by earnings.
Pensions
The Trustees of the Group's Defined Benefits Pension Scheme completed an actuarial valuation of the Scheme as at 30 April 2013 that was updated to 1 August 2014. The Group will continue to make deficit funding contributions of £2.0 million per annum and a contribution of £0.4 million per annum (2013 - £0.2 million) towards the costs of administration.
The IAS 19 deficit on the Scheme at 1 August 2014 was £9.8 million (2013 - £0.1 million surplus). The deficit arose as a result of an increase in the liabilities of the scheme caused by the decrease in the discount rate used to value the liabilities, partially offset by a reduction in the inflation rate.
The adoption of IAS 19 (revised) from 1 January 2013 has reduced the return on plan assets included in the Scheme's finance income. The effect of this revision has resulted in a pension interest charge of £0.8 million compared to a pension interest credit of £0.4 million reported under the previous standard in 2013. The Scheme's operating costs have increased to £0.5 million in 2014 (2013 - £0.2 million under the previous standard). Administration expenses are now reported within operating costs rather than in other comprehensive income. The 2013 figures have been restated to reflect IAS 19 (revised).
Debt
Net debt increased during the year from £15.2 million to £42.7 million. At 1 August 2014, St Ives had drawn £55.0 million on its bank credit facility, leaving an unutilised commitment of £35.0 million. The Group had cash in hand of £12.3 million. Our bank credit facility was extended from £70.0 million to £90.0 million during the financial year. The Group is expecting to commence the renegotiation of its existing banking facility, that expires on 31 October 2015, before the calendar year end.
Our policy is to maintain prudent debt capital ratios. At 1 August 2014 the ratio of net debt to EBITDA was 1.1 times as shown below:
|
2014 |
2013 |
|
|
|
Net debt |
42.7 |
15.2 |
EBITDA before non-underlying items |
38.8 |
33.4 |
|
1.1 |
0.5 |
Cashflow
Cash generated from operations was £31.2 million (2013 - £35.9 million). Capital expenditure of £11.7 million (2013 - £6.5 million) was spent mainly on digital printing equipment for Clays, SP Group and Service Graphics and the purchase of the office occupied by Response One.
Brad Gray
Chief Financial Officer
7 October 2014
Consolidated Income Statement
|
52 weeks to 1 August 2014 |
53 weeks to 2 August 2013 (Restated)** |
|
Note |
Underlying £'000 |
Non-underlying* (note 8) £'000 |
Total £'000 |
Underlying £'000 |
Non-underlying* (note 8) £'000 |
Total £'000 |
|
|
|
|
|
|
|
|
Revenue |
3, 4 |
327,587 |
3,097 |
330,684 |
317,036 |
5,643 |
322,679 |
Cost of sales |
|
(224,755) |
(3,049) |
(227,804) |
(225,495) |
(7,394) |
(232,889) |
Gross profit/(loss) |
|
102,832 |
48 |
102,880 |
91,541 |
(1,751) |
89,790 |
Selling costs |
|
(21,855) |
(396) |
(22,251) |
(20,969) |
(908) |
(21,877) |
Administrative expenses |
|
(49,893) |
(19,332) |
(69,225) |
(43,674) |
(17,375) |
(61,049) |
Share of results of joint ventures |
|
(120) |
- |
(120) |
- |
- |
- |
Other operating income |
|
23 |
2,185 |
2,208 |
9 |
271 |
280 |
Profit/(loss) from operations |
4, 5 |
30,987 |
(17,495) |
13,492 |
26,907 |
(19,763) |
7,144 |
Investment income |
9 |
13,054 |
- |
13,054 |
11,395 |
- |
11,395 |
Finance costs |
10 |
(14,663) |
- |
(14,663) |
(13,083) |
- |
(13,083) |
Profit/(loss) before tax |
|
29,378 |
(17,495) |
11,883 |
25,219 |
(19,763) |
5,456 |
Income tax (charge)/credit |
11 |
(6,986) |
5,608 |
(1,378) |
(6,182) |
5,090 |
(1,092) |
Net profit/(loss) for the period |
|
22,392 |
(11,887) |
10,505 |
19,037 |
(14,673) |
4,364 |
|
|
|
|
|
|
|
|
Attributable to: |
|
|
|
|
|
|
|
Shareholders of the |
|
22,389 |
(11,872) |
10,517 |
19,062 |
(14,616) |
4,446 |
Non-controlling interests |
|
3 |
(15) |
(12) |
(25) |
(57) |
(82) |
|
|
22,392 |
(11,887) |
10,505 |
19,037 |
(14,673) |
4,364 |
|
|
|
|
|
|
|
|
Basic earnings per share (p) |
15 |
18.30 |
(9.70) |
8.60 |
15.90 |
(12.19) |
3.71 |
|
|
|
|
|
|
|
|
Diluted earnings per share (p) |
15 |
17.71 |
(9.39) |
8.32 |
15.42 |
(11.82) |
3.60 |
* Non-underlying items comprise restructuring costs, provision releases, operating results of non-continuing sites, net profit on disposal of property, plant and equipment, acquisition costs, consideration required to be treated as remuneration, amortisation or impairment of acquired intangibles and other one-off items.
** The results for the prior period have been restated for the change in accounting policy on the adoption of IAS19 (revised) Employment Benefits (note 11).
Consolidated Statement of Comprehensive Income
|
52 weeks to 1 August 2014 £'000 |
53 weeks to 2 August 2013 (Restated)* £'000 |
Profit for the period |
10,505 |
4,364 |
Items that will not be reclassified subsequently to profit or loss: |
|
|
Actuarial (losses)/gains on defined benefits pension scheme |
(11,677) |
18,803 |
Tax credit/(charge) on items taken directly to equity |
2,366 |
(4,576) |
|
(9,311) |
14,227 |
Items that may be reclassified subsequently to profit or loss: |
|
|
Transfers of losses/(gains) on cash flow hedges to hedged items |
50 |
(66) |
Losses on cash flow hedges |
(60) |
(50) |
Losses on available for sale financial asset |
(1,540) |
- |
Tax credit on items taken directly to equity |
13 |
2 |
|
(1,537) |
(114) |
Other comprehensive (expense)/income for the period |
(10,848) |
14,113 |
Total comprehensive income for the period |
(343) |
18,477 |
|
|
|
Attributable to: |
|
|
Shareholders of the parent company |
(331) |
18,559 |
Non-controlling interests |
(12) |
(82) |
|
(343) |
18,477 |
* The results for the prior period have been restated for the change in accounting policy on the adoption of IAS19 (revised) Employment Benefits standard (note 11).
Consolidated Statement of Changes in Equity
|
Share capital £'000 |
Additional paid-in capital*** £'000 |
ESOP reserve £'000 |
Treasury shares £'000 |
Share option reserve £'000 |
Hedging and translation reserve £'000 |
Other reserves £'000 |
Retained earnings (Restated)** £'000 |
Non-controlling interest £'000 |
Total £'000 |
Balance at 28 July 2012 |
11,983 |
51,071 |
(356) |
- |
4,351 |
51 |
55,117 |
64,476 |
361 |
131,937 |
Profit/(loss) for the period |
- |
- |
- |
- |
- |
- |
- |
4,446 |
(82) |
4,364 |
Other comprehensive (expense)/income for the period |
- |
- |
- |
- |
- |
(114) |
(114) |
14,227 |
- |
14,113 |
Comprehensive (expense)/income for the period |
- |
- |
- |
- |
- |
(114) |
(114) |
18,673 |
(82) |
18,477 |
Dividends |
- |
- |
- |
- |
- |
- |
- |
(7,170) |
- |
(7,170) |
Issue of share capital (including acquisitions) |
188 |
393 |
1,967 |
- |
(221) |
- |
2,139 |
(1,369) |
- |
958 |
Transfer of share-based contingent consideration deemed as remuneration |
- |
401 |
- |
- |
(3,344) |
- |
(2,943) |
3,331 |
- |
388 |
Exchange differences |
- |
- |
- |
- |
- |
(11) |
(11) |
- |
- |
(11) |
Purchase of own shares |
- |
- |
(1,811) |
(62) |
- |
- |
(1,873) |
- |
- |
(1,873) |
Recognition of share-based payments |
- |
- |
- |
- |
4,919 |
- |
4,919 |
- |
- |
4,919 |
Tax on share-based payments |
- |
- |
- |
- |
564 |
- |
564 |
- |
- |
564 |
Balance at 2 August 2013 |
12,171 |
51,865 |
(200) |
(62) |
6,269 |
(74) |
57,798 |
77,941 |
279 |
148,189 |
Profit/(loss) for the period |
- |
- |
- |
- |
- |
- |
- |
10,517 |
(12) |
10,505 |
Other comprehensive income/(expense) for the period |
- |
- |
- |
- |
- |
3 |
3 |
(10,851) |
- |
(10,848) |
Comprehensive income/(expense) for the period |
- |
- |
- |
- |
- |
3 |
3 |
(334) |
(12) |
(343) |
Dividends |
- |
- |
- |
- |
- |
- |
- |
(8,170) |
- |
(8,170) |
Acquisitions |
311 |
925 |
- |
1,030 |
- |
- |
1,955 |
(1,526) |
(267) |
473 |
Transfer of share-based contingent consideration deemed as remuneration |
35 |
444 |
- |
396 |
(3,687) |
- |
(2,847) |
3,688 |
- |
876 |
Exchange differences |
- |
- |
- |
- |
- |
37 |
37 |
- |
- |
37 |
Purchase of own shares |
- |
- |
(235) |
(3,169) |
- |
- |
(3,404) |
- |
- |
(3,404) |
Recognition of share-based payments |
- |
- |
424 |
1,642 |
4,427 |
- |
6,493 |
(823) |
- |
5,670 |
Tax on share-based payments |
- |
- |
- |
- |
190 |
- |
190 |
799 |
- |
989 |
Balance at 1 August 2014 |
12,517 |
53,234 |
(11) |
(163) |
7,199 |
(34) |
60,225 |
71,575 |
- |
144,317 |
** The results for the prior period have been restated for the change in accounting policy on the adoption of IAS19 (revised) Employment Benefits (note 11).
*** Additional paid-in capital includes share premium, merger reserve and capital redemption reserve.
Consolidated Balance Sheet
|
Note |
1 August 2014 £'000 |
2 August 2013 £'000 |
Assets |
|
|
|
Non-current assets |
|
|
|
Property, plant and equipment |
|
53,360 |
56,232 |
Goodwill |
|
123,254 |
90,148 |
Other intangible assets |
|
43,981 |
33,039 |
Available for sale |
|
2 |
1,517 |
Investment in joint venture |
|
11 |
- |
Retirement benefits surplus |
7 |
- |
84 |
Other non-current assets |
|
671 |
724 |
|
|
221,279 |
181,744 |
Current assets |
|
|
|
Inventories |
|
5,732 |
8,106 |
Trade and other receivables |
|
79,554 |
67,597 |
Derivative financial instruments |
|
18 |
735 |
Cash and cash equivalents |
|
12,336 |
15,581 |
|
|
97,640 |
92,019 |
Total assets |
|
318,919 |
273,763 |
Liabilities |
|
|
|
Current liabilities |
|
|
|
Obligations under finance leases |
|
11 |
169 |
Trade and other payables |
|
76,885 |
75,098 |
Derivative financial instruments |
|
14 |
44 |
Income tax payable |
|
1,786 |
2,104 |
Deferred consideration payable |
|
12,587 |
2,051 |
Deferred income |
|
5,927 |
4,320 |
Provisions |
|
1,276 |
1,625 |
|
|
98,486 |
85,411 |
Non-current liabilities |
|
|
|
Loans |
|
55,000 |
30,000 |
Obligations under finance leases |
|
17 |
576 |
Retirement benefits obligations |
7 |
9,833 |
- |
Deferred consideration payable |
|
1,406 |
- |
Provisions |
|
1,273 |
1,156 |
Deferred tax liabilities |
|
8,587 |
8,431 |
|
|
76,116 |
40,163 |
Total liabilities |
|
174,602 |
125,574 |
Net assets |
|
144,317 |
148,189 |
Equity |
|
|
|
Capital and reserves |
|
|
|
Share capital |
|
12,517 |
12,171 |
Other reserves |
|
60,225 |
57,798 |
Retained earnings |
|
71,575 |
77,941 |
Attributable to shareholders of the parent company |
|
144,317 |
147,910 |
Non-controlling interests |
|
- |
279 |
Total equity |
|
144,317 |
148,189 |
Consolidated Cash Flow Statement
|
Note |
52 weeks to 1 August 2014 £'000 |
53 weeks to 2 August 2013 £'000 |
Operating activities |
|
|
|
Cash generated from operations |
10 |
31,216 |
35,932 |
Interest paid |
|
(1,598) |
(1,056) |
Income taxes paid |
|
(3,711) |
(3,557) |
Net cash generated from operating activities |
|
25,907 |
31,319 |
|
|
|
|
Investing activities |
|
|
|
Purchase of property, plant and equipment |
|
(11,108) |
(6,110) |
Purchase of other intangibles |
|
(566) |
(420) |
Proceeds on disposal of property, plant and equipment |
|
1,236 |
326 |
Acquisition of subsidiaries, net of cash acquired |
|
(35,214) |
(22,204) |
Disposal proceeds of subsidiaries, net of cash disposed |
|
3,289 |
2,537 |
Disposal of available for sale financial assets |
|
- |
596 |
Investment in financial assets |
|
(158) |
(517) |
Net cash used in investing activities |
|
(42,521) |
(25,792) |
|
|
|
|
Financing activities |
|
|
|
Dividends paid |
5 |
(8,170) |
(7,170) |
Purchase of treasury shares |
|
(3,404) |
- |
(Decrease)/increase in finance lease obligations |
|
(48) |
676 |
Increase in bank loans |
|
25,000 |
4,450 |
Net cash generated from/(used in) financing activities |
|
13,378 |
(2,044) |
Net (decrease)/increase in cash and cash equivalents |
|
(3,236) |
3,483 |
Cash and cash equivalents at beginning of the period |
|
15,581 |
12,109 |
Effect of foreign exchange rate changes |
|
(9) |
(11) |
Cash and cash equivalents at end of the period |
10 |
12,336 |
15,581 |
** The results for the prior period have been restated for the change in accounting policy on contingent consideration required to be treated as remuneration for post combination services (note 11).
Notes to the Preliminary Results
1. Basis of preparation
The preliminary results have been prepared on the basis of the accounting policies as set out in the Group's Annual Report and Accounts 2014.
The financial information set out in the preliminary results does not comprise statutory accounts for the purpose of section 434 of the Companies Act 2006 in respect of the periods ended 1 August 2014 and 2 August 2013.
The financial information for the period ended 1 August 2014 has been extracted from the Group's 2014 statutory accounts for that period which have been prepared on a going concern basis and in accordance with the recognition and measurement principles
of International Financial Reporting Standards as adopted by European Union ('IFRS') and those parts of the Companies Act 2006 applicable to companies reporting under IFRS.
The 2014 statutory accounts will be delivered to the Registrar of Companies following the Company's 2014 Annual General Meeting.
The financial information for the period ended 2 August 2013 has been extracted from the Group's statutory accounts for that period which have been delivered to the Registrar of Companies with the exception of the restated amounts as disclosed in note 11. The Auditor's report on both the Group's 2014 and 2013 statutory accounts were unqualified and did not contain statements under sections 498(2) or 498(3) of the Companies Act 2006 in respect of the 2014 and 2013 statutory accounts.
2. Segment reporting
The Group manages its business on a market segment basis. The nature of the market segments is described in the Chief Executive's Review. The Marketing Services segment comprises the Data Marketing, Digital Marketing, Consultancy Services and Field Marketing businesses. The Print Services segment comprises the Group's Exhibition and Events, Point of Sale, Print Management (formerly known as Direct Response) and Books businesses.
During the current year the Group acquired a digital marketing business, Realise Holdings Limited and a consultancy business, The Health Hive Group Limited. The acquired entities are recorded as Digital Marketing and Consultancy Services businesses respectively within the Marketing Services segment.
Group sales are charged at arm's length prices. Corporate costs before non-underlying items are allocated to revenue-generating segments as this better reflects their profitability.
|
52 weeks to 1 August 2014 |
|
Marketing Services £'000 |
Services £'000 |
Total £'000 |
Revenue |
|
|
|
External sales |
93,208 |
234,379 |
327,587 |
Group sales |
5,008 |
135 |
5,143 |
Eliminations |
(135) |
(5,008) |
(5,143) |
Underlying revenue |
98,081 |
229,506 |
327,587 |
Non-underlying revenue (note 3) |
- |
3,097 |
3,097 |
Total revenue |
98,081 |
232,603 |
330,684 |
Result |
|
|
|
Result before non-underlying items |
11,646 |
19,341 |
30,987 |
Non-underlying items (note 3) |
(16,304) |
(1,191) |
(17,495) |
(Loss)/profit from operations |
(4,658) |
18,150 |
13,492 |
Investment income |
|
|
13,054 |
Finance costs |
|
|
(14,663) |
Profit before tax |
|
|
11,883 |
Income tax charge |
|
|
(1,378) |
Profit for the period |
|
|
10,505 |
|
53 weeks to 2 August 2013 (Restated) |
|
Marketing Services £'000 |
Services £'000 |
Total £'000 |
Revenue |
|
|
|
External sales |
64,062 |
252,974 |
317,036 |
Group |
2,174 |
352 |
2,526 |
Eliminations |
(352) |
(2,174) |
(2,526) |
Underlying revenue |
65,884 |
251,152 |
317,036 |
Non-underlying revenue (note 3) |
- |
5,643 |
5,643 |
Total revenue |
65,884 |
256,795 |
322,679 |
Result |
|
|
|
Result before non-underlying items |
7,567 |
19,340 |
26,907 |
Non-underlying items (note 3) |
(10,028) |
(9,735) |
(19,763) |
(Loss)/profit from operations |
(2,461) |
9,605 |
7,144 |
Investment income |
|
|
11,395 |
Finance costs |
|
|
(13,083) |
Profit before tax |
|
|
5,456 |
Income tax charge |
|
|
(1,092) |
Profit for the period |
|
|
4,364 |
Non-underlying items disclosed on the face of the Consolidated Income Statement included in respect of continuing operations are as follows:
Expense/(income) |
2014 £'000 |
2013 £'000 |
Restructuring items |
|
|
Redundancies and other charges |
1,534 |
6,081 |
Impairment of property, plant and equipment |
824 |
624 |
Costs associated with empty properties |
738 |
833 |
Provision releases |
(45) |
(292) |
Profit on disposal of property, plant and equipment |
(840) |
(271) |
Net profit on disposal of a subsidiary |
(883) |
- |
Operating losses from non-continuing sites |
441 |
1,723 |
|
1,769 |
8,698 |
Other |
|
|
Amortisation of acquired intangibles |
6,125 |
5,314 |
Impairment of available for sale asset |
- |
1,581 |
Impairment of acquired intangibles |
1,234 |
- |
Costs associated with the acquisition of subsidiaries and other investments |
947 |
641 |
Contingent consideration required to be treated as remuneration |
7,569 |
3,489 |
Remaining other non-underlying (income)/expenses |
(149) |
40 |
|
17,495 |
19,763 |
Income tax credit |
(5,608) |
(5,090) |
|
11,887 |
14,673 |
Included within redundancies and other charges are amounts totalling of £1,088,000 relating to restructuring activities in the Head Office, Books, Point of Sale and Exhibition and Events businesses and are recorded within the Print Services segment. Redundancy and restructuring costs of £446,000 were recorded in the Consultancy Services businesses, part of the Marketing Services segment.
An impairment charge of £824,000 and £738,000 of empty property costs are recorded in respect of properties held by the Head Office. The costs in respect of these sites are recorded within the Print Services segment.
Profit on the disposal of fixed assets includes a £297,000 gain on the disposal of plant and machinery in the Point of Sale and Print Management businesses and a gain of £543,000 in respect of the sale of the building at the Westerham site. These gains are recorded under the Print Services segment.
Revenue of £3,097,000 and operating losses of £441,000 arose in respect of the Bradford site, within the Print Services segment.
Amortisation of acquired intangibles relates to customer relationships and proprietary techniques acquired with Realise and Hive, in the current period as well as to customer relationships, proprietary techniques and in-house developed software acquired with Data Marketing, Digital Marketing, Consultancy and Field Marketing businesses. The impairment charge of £1,234,000 relates to customer relationship assets resulting from a higher level of customer churn in the Data Marketing and Field Marketing Businesses than anticipated at the date of acquisition. Costs associated with the acquisition of subsidiaries include £947,000 in respect of the Realise and Hive acquisitions. Contingent consideration of £7,569,000 is required to be treated as remuneration in respect of the acquisitions. The above items are recorded within the Marketing Services segment.
Other non underlying items include an additional consideration received from the disposal of the USA business in December 2009.
In the current period, the tax credit relates to the items discussed above and a credit of £3,189,000 in respect of the determination of the tax treatment of a prior period non-underlying item.
4. Income tax charge/(credit)
Income tax on profit as shown in the Consolidated Income Statement is as follows:
|
2014 £'000 |
2013 (Restated) £'000 |
United Kingdom corporation tax charge/(credit) at 22.33% (2013 - 23.67%): |
|
|
Current period |
6,938 |
4,701 |
Adjustments in respect of prior periods |
(3,982) |
(748) |
Total current tax charge |
2,956 |
3,953 |
Deferred tax on origination and reversal of temporary differences: |
|
|
United Kingdom deferred tax credit |
(1,660) |
(2,774) |
Adjustments in respect of prior periods |
82 |
(87) |
Total deferred tax credit |
(1,578) |
(2,861) |
Total income tax charge |
1,378 |
1,092 |
The income tax charge/(credit) on the profit before and after non-underlying items is
as follows:
|
2014 £'000 |
2013 £'000 |
Tax charge on profit before non-underlying items |
6,986 |
6,182 |
Tax credit on non-underlying items |
(5,608) |
(5,090) |
Total income tax charge |
1,378 |
1,092 |
The charge can be reconciled to the profit before tax per the Consolidated Income Statement as follows:
|
2014 £'000 |
2013 (Restated) £'000 |
Profit before tax |
11,883 |
5,456 |
Tax calculated at a rate of 22.33% (2013 - 23.67%) |
2,653 |
1,291 |
Non-deductible charges on impairment of assets |
147 |
478 |
Expenses not deductible for tax purposes |
2,718 |
1,698 |
Non-taxable income |
(422) |
(174) |
Effect of change in UK corporate tax rate |
188 |
(1,366) |
Adjustments in respect of prior periods |
(3,899) |
(835) |
Utilisation of tax losses |
(7) |
- |
Total income tax charge |
1,378 |
1,092 |
Income tax on the profit as shown in the Consolidated Statement of Comprehensive Income is as follows:
|
2014 |
2013 |
United Kingdom corporation tax credit at 22.33% (2013 - 23.67%) |
(447) |
(593) |
Deferred tax on origination and reversal of temporary differences |
(1,932) |
5,167 |
Total income tax (credit)/charge |
(2,379) |
4,574 |
Income tax on the profit/(loss) as shown in the Statement of Changes in Equity is as follows:
|
2014 |
2013 |
United Kingdom corporation tax credit at 22.33% (2013 - 23.67%) |
799 |
- |
Deferred tax on origination and reversal of temporary differences |
190 |
564 |
Total income tax credit |
989 |
564 |
|
per share |
2014 £'000 |
2013 £'000 |
Final dividend paid for the 52 weeks ended 27 July 2012 |
4.00p |
− |
4,792 |
Interim dividend paid for the 27 weeks ended 1 February 2013 |
2.00p |
− |
2,378 |
Final dividend paid for the 53 weeks ended 2 August 2013 |
4.50p |
5,570 |
− |
Interim dividend paid for the 26 weeks ended 31 January 2014 |
2.15p |
2,600 |
− |
Dividends paid during the period |
|
8,170 |
7,170 |
Proposed final dividend at the period end of 5.00p per share (2013 - 4.50p per share) |
5.00p |
6,254 |
5,570 |
The proposed final dividend is subject to the approval by shareholders at the 2014 Annual General Meeting and has not been included as a liability in these financial statements.
The calculation of the basic and diluted earnings per share is based on the following data:
|
2014 '000 |
2013 '000 |
Weighted average number of ordinary shares for the purposes of basic earnings per share |
122,318 |
119,877 |
Effect of dilutive potential ordinary shares: |
|
|
Share options |
4,088 |
3,745 |
Weighted average number of ordinary shares for the purposes of diluted earnings per share |
126,406 |
123,622 |
|
2014 |
2013 (Restated) |
|
Earnings £'000 |
Earnings per share pence |
Earnings £'000 |
Earnings per share pence |
Earnings and basic earnings per share from continuing activities |
|
|
|
|
Underlying earnings and underlying earnings per share |
22,389 |
18.30 |
19,062 |
15.90 |
Non-underlying items |
(11,872) |
(9.70) |
(14,616) |
(12.19) |
Earnings and basic earnings per share |
10,517 |
8.60 |
4,446 |
3.71 |
|
|
|
|
|
Earnings and diluted earnings per share from continuing activities |
|
|
|
|
Underlying earnings and underlying earnings per share |
22,389 |
17.71 |
19,062 |
15.42 |
Non-underlying items |
(11,872) |
(9.39) |
(14,616) |
(11.82) |
Earnings and diluted earnings per share |
10,517 |
8.32 |
4,446 |
3.60 |
Underlying earnings is calculated by adding back non-underlying items, as adjusted for tax, to the profit/(loss) for the period (note 3).
The net deficit in the Defined Benefits pension scheme at the end of the year was £9.8 million (2013 - £0.1 million of net surplus). The increase in the deficit is due, primarily, to the decrease in the applied discount rate, from 4.75% to 4.40%, partially offset by a decrease in the assumed rate of inflation from 3.10% to 2.95%.
On 2 March 2014, the Group acquired 100% of all the issued share capital of Realise Holdings Limited (Realise), a digital marketing business. Goodwill arising on the acquisition relates to the value of future growth from new customers and of the assembled workforce.
|
Historical net assets |
Fair value adjustments |
Fair value of net assets |
Proprietary techniques |
- |
8,762 |
8,762 |
Trademark |
- |
567 |
567 |
Property, plant and equipment |
209 |
- |
209 |
Trade and other receivables |
3,231 |
- |
3,231 |
Bank balances and cash |
2,216 |
- |
2,216 |
Trade and other payables |
(3,161) |
209 |
(2,952) |
Provision for repairs |
- |
(10) |
(10) |
Deferred tax assets/(liabilities) |
(7) |
(1,866) |
(1,873) |
Net assets acquired |
2,488 |
7,662 |
10,150 |
Goodwill arising on acquisition |
|
|
19,743 |
Total consideration |
|
|
29,893 |
The fair value of the components of the total consideration payable are as follows:
|
|
|
£'000 |
Cash consideration payment in the current period |
|
|
18,432 |
Fair value of 635,778 St Ives plc ordinary shares allocated from treasury shares as at 2 March 2014 |
|
|
1,246 |
Fair value of 1,032,247 St Ives plc ordinary shares issued as at 2 March 2014 |
|
|
2,022 |
Working capital payment in the current period |
|
|
1,228 |
Working capital and future consideration payable in cash and shares |
|
|
9,446 |
Less consideration treated as deemed remuneration |
|
|
(2,481) |
Total consideration |
|
|
29,893 |
The acquisition had the following impact on investing cash outflows in the current period:
|
|
|
£'000 |
Cash paid |
|
|
19,660 |
Less cash acquired |
|
|
(2,216) |
Net cash outflow |
|
|
17,444 |
At the acquisition date, it was estimated that all the trade and other receivables were collectible.
Deferred consideration is payable in two tranches which are dependent upon the level of EBITDA achieved by Realise for the year ended 30 September 2014 and the year ending 30 September 2015. The total consideration payable is capped at £40,000,000 excluding a working capital adjustment of £2,380,000.
It is not expected that any of the goodwill will be deductible for income tax purposes.
The post-acquisition impact of Realise on the Group's revenue and operating profit are as follows:
|
2014 £'000 |
Revenue |
5,674 |
Operating profit |
1,594 |
Had Realise been acquired at the beginning of the current period, it would have had the following incremental impact on the Group's revenue and operating profit in the current period:
|
Pro Forma |
Revenue |
6,738 |
Operating profit |
2,042 |
Hive
On 1 May 2014, the Group acquired 100% of all the issued share capital of The Health Hive Group Limited (Hive), a consultancy business. Goodwill arising on the acquisition relates to the value of future growth from new customers and of the assembled workforce.
|
Historical net assets |
Fair value adjustments |
Fair value of net assets |
Proprietary techniques |
− |
8,644 |
8,644 |
Trademarks |
− |
522 |
522 |
Property, plant and equipment |
183 |
(21) |
162 |
Trade and other receivables |
6,577 |
− |
6,577 |
Bank balances and cash |
2,560 |
− |
2,560 |
Trade and other payables |
(4,351) |
388 |
(3,963) |
Provision for repairs |
(21) |
21 |
− |
Deferred tax liabilities |
− |
(1,833) |
(1,833) |
Net assets acquired |
4,948 |
7,721 |
12,669 |
Goodwill arising on acquisition |
|
|
13,363 |
Total consideration |
|
|
26,032 |
The fair value of the components of the total consideration payable are as follows:
|
|
|
£'000 |
Cash consideration payment in the current period |
|
|
16,823 |
Fair value of 2,087,041 St Ives plc ordinary shares issued as at 1 May 2014 |
|
|
4,159 |
Working capital payment in the current period |
|
|
1,826 |
Working capital and future consideration payable in cash and shares |
|
|
6,384 |
Less consideration treated as deemed remuneration |
|
|
(3,160) |
Total consideration payable |
|
|
26,032 |
The acquisition had the following impact on investing cash outflows in the current period:
|
|
|
£'000 |
Cash paid |
|
|
18,649 |
Less cash acquired |
|
|
(2,560) |
Net cash outflow |
|
|
16,089 |
At the acquisition date, it was estimated that all the trade and other receivables were collectible.
Deferred consideration is payable in four tranches which are dependent upon the level of EBITDA achieved by Hive for the year ending 31 December 2014, the year ending 31 December 2015 and the year ending 31 December 2016. The total consideration payable is capped at £50,000,000 excluding a working capital adjustment of £4,216,000.
It is not expected that any of the goodwill will be deductible for income tax purposes.
The post-acquisition impact of Hive on the Group's revenue and operating profit are as follows:
|
2014 |
Revenue |
3,666 |
Operating profit |
1,500 |
Had Hive been acquired at the beginning of the current period, it would have had the following incremental impact on the Group's revenue and operating profit in the current period:
|
Pro Forma |
Revenue |
7,412 |
Operating profit |
2,738 |
On 30 September 2013, the Group completed the disposal of St Ives Direct Bradford Limited, a Print Management business (formerly known as Direct Response business). The net assets of St Ives Direct Bradford Limited at the date of disposal were as follows:
|
30 September 2013 |
Property, plant and equipment |
4,585 |
Other intangible assets |
5 |
Other non-current assets |
58 |
Deferred tax assets |
150 |
Inventories |
1,082 |
Trade and other receivables |
5,795 |
Cash and cash equivalents |
265 |
Obligations under finance leases |
(669) |
Trade and other payables |
(9,005) |
Provisions |
(57) |
Net assets |
2,209 |
Selling costs |
221 |
Profit on disposal before tax |
1,345 |
Total consideration received |
3,775 |
The fair value of the consideration received for the disposal of St Ives Bradford Limited is comprised as follows:
|
£'000 |
Initial consideration paid cash on 30 September 2013 |
3,000 |
Deferred consideration paid during the period |
775 |
Total consideration received |
3,775 |
The disposal had the following impact on investing cashflows in the current period:
|
£'000 |
Consideration received in cash and cash equivalents |
3,775 |
Less: |
|
Cash and cash equivalents disposed of |
(265) |
Selling costs |
(221) |
Net cash inflow |
3,289 |
On 1 July 2014, an administrator was appointed to manage Global MP Limited (formerly known as St Ives Direct Bradford Limited). Additional costs of £462,000 were recorded in respect of guarantees given by St Ives plc to certain suppliers of St Ives Direct Bradford Limited.
The net profit on disposal, classified as non-underlying item, is summarised as follows:
|
£'000 |
Profit on disposal before tax |
1,345 |
Additional costs in respect of guarantees |
(462) |
|
883 |
|
2014 £'000 |
2013 (Restated) £'000 |
Profit from continuing operations |
13,492 |
7,144 |
|
|
|
Adjustments for: |
|
|
Depreciation of property, plant and equipment |
7,428 |
7,482 |
Share of losses from joint venture |
120 |
- |
Impairment losses |
2,058 |
2,205 |
Amortisation of intangible assets |
6,879 |
6,150 |
Profit on disposal of property, plant and equipment |
(863) |
(280) |
Profit on disposal of a subsidiary |
(1,345) |
- |
(Decrease)/increase in deferred income |
(1,496) |
2,075 |
Share-based payment charge |
1,159 |
1,281 |
Settlement of share based payments |
344 |
(221) |
Increase in derivatives |
(4) |
(616) |
Decrease in defined benefits pension scheme |
(1,703) |
(2,112) |
Increase in contingent consideration required to be treated as remuneration |
4,885 |
1,844 |
(Decrease)/increase in provisions |
(187) |
53 |
Operating cash inflows before movements in working capital |
30,767 |
25,005 |
Decrease/(increase) in inventories |
1,292 |
(1,069) |
(Increase)/decrease in receivables |
(9,672) |
21,279 |
Increase/(decrease) in payables |
8,829 |
(9,283) |
Cash generated from operations |
31,216 |
35,932 |
|
2 August 2013 £'000 |
Cash flow £'000 |
Disposal £'000 |
Reclassify £'000 |
Foreign exchange gains and losses £'000 |
1 August 2014 £'000 |
Cash and cash equivalents |
15,581 |
(3,236) |
- |
- |
(9) |
12,336 |
Finance lease obligations due less than one year |
(169) |
48 |
141 |
(31) |
- |
(11) |
Finance lease obligations due more than one year |
(576) |
- |
528 |
31 |
- |
(17) |
Bank loans |
(30,000) |
(25,000) |
- |
- |
- |
(55,000) |
|
(15,164) |
(28,188) |
669 |
- |
(9) |
(42,692) |
Cash and cash equivalents (which are presented as a single class of assets on the face of the balance sheet) comprise cash at bank and other short-term highly liquid investments with a maturity of three months or less. The effective interest rates on cash and cash equivalents are based on current market rate.
The Group has adopted the IAS19 (revised) Employment Benefits standard as of 3 August 2013. The standard includes changes to accounting principles of defined benefit plans. The standard impacts the Group by amending disclosure requirements and replacing the expected return on net assets and interest expense for the pension liability with net interest expense calculated by multiplying the year-end discount rate by the year-end net pension surplus or deficit. The changes in fair value of pension obligation is recorded in the statement of Other Comprehensive Income.
As required, the Group has applied IAS19 (revised) standard retrospectively and in accordance with the transitional provisions as set out in IAS19.173 (revised) and IAS8 Accounting Policies, Changes in Accounting Estimates and Errors.
The impact of the prior period adjustments on the previously reported Consolidated Income Statement are summarised as follows:
|
53 Weeks to 2 August 2013 |
|
Previously Reported |
Adjustments |
Restated |
|
£'000 |
£'000 |
£'000 |
Administrative expenses - non underlying items |
(60,658) |
(391) |
(61,049) |
Interest income |
12,598 |
(1,203) |
11,395 |
Finance cost |
(13,073) |
(10) |
(13,083) |
Income tax (charge)/credit |
(1,467) |
375 |
(1,092) |
|
|
|
|
Net profit attributable to: |
|
|
|
Shareholders of the parent company |
5,675 |
(1,229) |
4,446 |
|
|
|
|
Underlying basic earnings per share |
16.93 |
(1.03) |
15.90 |
Non-underlying items |
(12.19) |
- |
(12.19) |
Basic earnings per share |
4.74 |
(1.03) |
3.71 |
Underlying diluted earnings per share |
16.41 |
(0.99) |
15.42 |
Non-underlying items |
(11.82) |
- |
(11.82) |
Diluted earnings per share |
4.59 |
(0.99) |
3.60 |
The impact of the prior period adjustment on the previously reported Consolidated Statement of Changes in Equity is summarised as follows:
|
53 Weeks to 2 August 2013 |
|
Previously Reported |
Adjustments |
Restated |
|
£'000 |
£'000 |
£'000 |
Profit for the period |
5,593 |
(1,229) |
4,364 |
Remeasurement of the retirement benefits obligations*** |
17,199 |
1,604 |
18,803 |
Tax charge on items taken directly to equity |
(4,201) |
(375) |
(4,576) |
|
|
|
|
Attributable to: |
|
|
|
Shareholders of the parent company |
18,559 |
- |
18,559 |
*** Remeasurement of the retirement benefits obligations was previously referred to as actuarial gains.
The impact of the prior period adjustments on the previously reported Consolidated Statement of Changes in Equity is summarised as follows:
|
53 Weeks to 2 August 2013 |
|
|
Previously Reported |
Adjustments |
Restated |
|
£'000 |
£'000 |
£'000 |
|
Retained earnings |
|
|
|
|
Profit/(loss) for the period |
5,593 |
(1,229) |
4,364 |
|
Other comprehensive income for the period |
12,884 |
1,229 |
14,113 |
Transactions between the Company and its subsidiaries, which are related parties, have been eliminated on consolidation and are not disclosed in this note. No material related party transactions have been entered into during the year, which might reasonably affect the decisions made by the users of these financial statements.
On 4 November 2013, pursuant to the Directors and Senior Executives Deferred Bonus Scheme outlined on page 49 of the Directors' Remuneration Report, a portion of the net bonus payable to Patrick Martell and Matt Armitage in respect of the 2013 financial period was used to purchase 122,450 ordinary shares in the Company from the Group's Employee Benefit Trust ('EBT') on behalf of these directors at 182.04 pence per share.
No other executive officers of the Company or their associates had material transactions with the Group during the year.
The foregoing contains forward looking statements made by the directors in good faith based on information available to them up to 7 October 2014. Such statements need to be read with caution due to inherent uncertainties, including economic and business risk factors underlying such statements.