30th Jul 2014 07:00
30 July 2014
4imprint Group plc
Half year results for the period ended 28 June 2014
4imprint Group plc (the 'Group'), a leading international direct marketer of promotional products, announces today its half year results for the period ended 28 June 2014
Financial highlights
Continuing operations | H1 2014
| H1 2013 (restated)† | Change
| Constant currency** |
Revenue | £115.65m | £101.34m | +14% | +23% |
Underlying* profit before tax | £5.85m | £4.28m | +37% | +49% |
Profit before tax | £4.37m | £3.23m | +35% | +52% |
Underlying* basic EPS | 15.99p | 12.02p | +33% | +45% |
Basic EPS | 11.55p | 8.62p | +34% | +51% |
Interim dividend | 6.20p | 5.60p | +11% | +11% |
* Underlying is before share option related charges, defined benefit pension charges and exceptional items.
** Based on translation of North American results to Sterling at H1 2013 average US$ rate: 1.54 (H1 2014: 1.67).
† Restated to include delivery receipts and other income in revenue and to classify SPS as a discontinued operation.
Operational highlights
· Strong organic growth, revenue and profit ahead of expectations
· Continued organic growth in North America - US$ revenue 23% ahead of H1 2013
- More than 360,000 orders received, 21% ahead of H1 2013
- Customer acquisition and re-order rates both strong
· UK Direct Marketing revenue 22% ahead of H1 2013
· Robust financial position, net cash £26.13m, after SPS net disposal proceeds of £5.93m
· Ongoing pension deficit risk reduction project to insure additional pension liabilities
John Poulter, Executive Chairman, commenting on the results, said:
"The Group delivered an exceptionally strong first half as a result of continued market share growth. Indications for the second half year are that good performance, consistent with our stated strategic growth objectives will continue."
- Ends -
There will be a presentation to discuss the results at 8 a.m. this morning at Espirito Santo's offices (10 Paternoster Square, London EC4M 7LS). If you wish to attend, please contact Ollie Hoare, on 07824 142725.
For further information, please contact:
4imprint Group plc Tel. + 44 (0) 20 7299 7201
| MHP Communications Tel. + 44 (0) 20 3128 8100 | |
John Poulter Executive Chairman
Gillian Davies Group Finance Director | Reg Hoare
Katie Hunt
| |
4imprint Group
4imprint is a leading direct marketer of promotional products in the USA, Canada, the UK and Ireland. The direct marketing business is headquartered in Oshkosh, Wisconsin, USA and 96% of its revenue is generated in the USA and Canada. The business serves UK and Irish customers out of its base in Manchester, England.
The strategy is to continue to drive organic growth, gaining market share in the large ($24bn) and highly fragmented US and Canadian markets as well as continuing to drive growth in its smaller UK based business.
4imprint sells an extensive range of customised products to individuals in businesses and organisations of all sizes, processing hundreds of thousands of individually customised orders each year. Organic growth is delivered using a variety of increasingly sophisticated bespoke online and offline marketing techniques backed by proprietary technology. 4imprint provides an easy and convenient order process, allowing customers to purchase in a simple and secure way online or via telephone, with the assistance of a highly skilled customer service team and backed by its service level guarantees. Thousands of products are available to millions of potential customers and items are imprinted and shipped directly to 4imprint's customers from the suppliers.
4imprint has grown significantly ahead of the market, consistently gaining market share. Growth has been achieved organically, driven by revenue investment in marketing, technology and people. Even after this investment the business generates substantial operating cash inflow, driven by low fixed and working capital requirements.
Chairman's statement
The Group delivered an exceptionally strong first half as a result of continued market share growth.
Our well established data and analytics-based marketing processes were reinforced by the expansion of existing and introduction of new online marketing techniques. Combined, these generated an encouraging growth in orders and revenue. Strong profit and cash performance followed.
In the half year, the Group took a further step in its long term strategy to reduce risk in its legacy pension scheme and concluded a Flexible Early Retirement Offer to eligible members. In addition the Group has embarked on a larger project to use its cash resources to procure a buy-out (initially via a buy-in) of the substantial existing liabilities for pensions in payment. On conclusion, this would result in a much reduced risk exposure with significant reduction in both the deficit and routine contributions.
Outlook
Indications for the second half year are that good performance, consistent with our stated strategic growth objectives will continue.
John Poulter | |
Executive Chairman |
30 July 2014
Operating and financial review
Operating review - continuing operations
Half year 2014
| Half year 2013 (restated)† | ||
Revenue | £'000 | £'000 | Change |
North America | 110,881 | 97,414 | +14% |
UK and Ireland | 4,771 | 3,923 | +22% |
Total | 115,652 | 101,337 | +14% |
† Restated to include delivery receipts and other income in revenue and to classify SPS as a discontinued operation. | |||
| Half year 2014
| Half year 2013 (restated)† | |
Underlying* operating profit | £'000 | £'000 | Change |
4imprint Direct Marketing | 6,909 | 5,294 | +31% |
Head office | (1,105) | (1,027) | +(8)% |
Total | 5,804 | 4,267 | +36% |
* Underlying is before share option related charges, defined benefit pension charges and exceptional items.
† Restated to classify SPS as a discontinued operation.
The Group produced a strong revenue and underlying operating profit performance despite an adverse Sterling/US dollar movement in the period. Continued organic growth delivered Group revenue for the first half of the year 14% ahead of H1 2013 (23% at constant currency) and Group underlying operating profit increased by 36% (49% at constant currency).
North America
Revenue in US dollars increased 23% over 2013 to $185.10m, representing another period of strong organic growth. Industry sources estimate that over this reporting period the North American promotional products market as a whole expanded by circa 7%, indicating that most of 4imprint's growth derives from market share gains in this highly fragmented market.
New customer activity in the first half has been particularly robust. Nearly 87,000 new customers were acquired in the period, resulting in an increase in new customer orders of 21%. This growth was driven by further expansion of online marketing initiatives identified in the second half of 2013 and supported by the implementation of sophisticated bid management software for pay-per-click advertising. This effort was underpinned by expanded print catalogue circulation which remains a key part of the prospect marketing mix.
Orders from existing customers increased by 21% year-on-year and represent 65% of the total orders received. The retention metrics in the business remain consistent, even as the number of new customers acquired has increased. Deeper analysis of the customer file and information gathering on customer preferences has helped with the targeting and effectiveness of the popular Blue Box™ sample mailings. In addition, many of the online marketing programmes the business engages in are also effective tools in retaining existing customers.
Operating profit in US dollars increased 41% over prior year. Thousands of products are offered to customers, and with such a wide product base gross margins have remained stable. Marketing spend increased by 23% to drive organic revenue growth and other overheads remain well controlled.
The business is highly cash generative and US$20.18m of pre tax operating cash was generated in the first half of the year.
UK and Ireland
Revenue increased by 22% over the same prior year period as the business focuses on growing the customer file.
New customer orders in the period increased by 37%, driven by essentially the same marketing techniques employed in the North American business, as well as a programme to expand the product range. Retention rates were also consistent, with existing customer orders increasing by 23% over prior year.
Head office costs
Head office costs comprised Board costs, UK corporate office and other plc related costs.
Financial review
Half year 2014 underlying*
| Half year 2013 underlying* (restated)† | Half year 2014
| Half year 2013 (restated)†
| |
Continuing operations | £m | £m | £m | £m |
Underlying operating profit | 5.80 | 4.26 | 5.80 | 4.26 |
Pension scheme administration charges | (0.21) | (0.20) | ||
Share option charges | (0.31) | (0.38) | ||
Net interest receivable | 0.05 | 0.02 | 0.05 | 0.02 |
Net pension finance charge | (0.35) | (0.47) | ||
Exceptional items | (0.61) | - | ||
Profit before tax | 5.85 | 4.28 | 4.37 | 3.23 |
* Underlying is before share option related charges, defined benefit pension charges and exceptional items.
† Restated to classify SPS as a discontinued operation.
Underlying profit before tax from continuing operations was £5.85m (H1 2013: £4.28m), an increase of 37%. At constant currency the increase would be 49%.
Exchange
The average US dollar rate for the half year was $1.67 (H1 2013: $1.54; FY 2013: $1.56). The closing US dollar rate at 28 June 2014 was $1.70 (29 June 2013: $1.52; FY 2013: $1.65).
The movement in the half year average exchange rate decreased revenue by £8.94m and operating profit by £0.55m on translation of revenue and profit into Sterling. The movement in the closing rates reduced US dollar denominated overseas subsidiary assets by £0.41m.
Share option charges
The Group charged £0.31m (H1 2013: £0.38m) in respect of IFRS 2, 'Share-based payments'. This related to UK and US SAYE schemes, together with the Performance Share Plan. The decreased charge was due to the vesting and exercise of 1.4 million shares in May 2014, under the Performance Share Plan.
Current options outstanding are 140,000 shares under the Performance Share Plan and 225,000 SAYE awards.
Net finance income
Net finance income in the half year was £0.05m (H1 2013: £0.02m), reflecting the Group's cash balance invested in short term deposits.
Taxation
The tax charge for continuing operations for the half year was £1.27m at a rate of 29% (H1 2013: 29%; FY 2013: 27%), which represents the expected tax rate for the full year 2014. The charge related to taxation payable on profit earned in USA, together with the unwinding of the UK deferred tax asset, principally in relation to payments into the UK defined benefit pension scheme.
The tax charge for underlying profit from continuing operations was 27% (H1 2013: 27%; FY 2013: 25%).
Earnings per share
Underlying basic earnings per share from continuing operations was 15.99p (H1 2013: 12.02p), an increase of 33%. At constant currency, underlying EPS from continuing operations would have been 1.45p higher.
Basic earnings per share from continuing operations was 11.55p (H1 2013: 8.62p). Including the impact of the discontinued operation basic earnings per share was 11.70p (H1 2013: 9.81p).
Dividends
The Board has declared an interim dividend of 6.20p (H1 2013: 5.60p), an increase of 11%. The dividend will be paid on 12 September 2014 at a cash cost of £1.73m.
Discontinued operation
On 10 February 2014, the Group completed the sale of SPS, its UK based manufacturing operation, to the SPS senior management, backed by Maven Capital Partners, a private equity firm. The consideration was £7.25m (increased by £0.24m relating to the amount of working capital, debt and cash at completion). Net cash proceeds from disposal were £5.93m after costs, including a bonus payable to the SPS senior management on completion of the disposal.
Up to the date of disposal SPS made an operating loss of £0.06m and profit on disposal of the business was £0.10m (representing release of a provision made for estimated loss on disposal in 2013).
In accordance with IFRS 5 'Non-current Assets Held for Sale and Discontinued Operations', SPS has been presented as a discontinued operation in 2014 and 2013.
Cash flow
The Group had net cash of £26.13m at 28 June 2014, an increase of £10.37m from the prior year end. Net cash at 28 June 2014 was represented by:
28 June 2014 £m | 28 December 2013 £m | |
Other financial assets - cash deposits | 8.60 | 4.95 |
Cash and cash equivalents | 17.53 | 10.81 |
26.13 | 15.76 |
The Group has US$13.0m of working capital facilities with its principal US bank, JPMorgan Chase. The interest rate is US$ LIBOR plus 1.5%, and the facilities expire on 31 August 2015.
Cash flow is summarised as follows:
Half year 2014 £m | |
Underlying operating profit | 5.80 |
Depreciation and amortisation | 0.50 |
Change in working capital | 5.38 |
Capital expenditure | (0.64) |
Operating cash flow | 11.04 |
Interest and tax | (0.06) |
Defined benefit pension contributions | (1.96) |
NI on share options exercises | (0.83) |
Other | (0.60) |
Free cash flow | 7.59 |
Discontinued operations net cash inflow | 5.80 |
Dividends to Shareholders | (3.02) |
Net cash inflow in the period | 10.37 |
The Group delivered a strong cash flow performance in the first half of 2014, generating £7.59m of free cash flow. The Direct Marketing business cash generation profile remained strong and £12.17m of pre tax operating cash flow was delivered in the first half of 2014, benefiting from a £5.42m working capital inflow which is due to timing.
Cash inflow in respect of the sale of SPS and trading to the date of disposal was £5.80m and the 2013 final dividend totalling £3.02m was paid in May 2014.
Defined benefit pension scheme
The Group sponsors a legacy UK defined benefit pension scheme, closed to new members and future accruals. The Scheme has 1,151 pensioners (of which 411 had insured benefits) and 535 deferred pensioners.
At 28 June 2014, the deficit of the Scheme on an IAS 19 basis increased to £18.74m (FY 2013: £16.61m). On an IAS 19 basis liabilities were £77.20m and assets were £58.46m, a further £18.26m of pensioner liabilities were insured by a buy-in policy.
The change in deficit is explained as follows: | £m |
IAS 19 deficit at 28 December 2013 | (16.61) |
Company contributions | 1.96 |
Administrative expenses | (0.21) |
Net finance charge | (0.35) |
Exceptional items related to risk reduction | (0.42) |
Remeasurement due to changes in assumptions* | (3.11) |
IAS 19 deficit at 28 June 2014 | (18.74) |
* Principally due to a decrease in the discount rate from 4.48% to 4.04%.
In line with its strategy of continuing to reduce the risk of the legacy defined benefit pension scheme to the Group, in H1 2014 the Group completed a flexible early retirement offer which was made to eligible deferred pensioners. 41 deferred pensioners accepted the offer and the total liability transferred was £5.23m, this was a take up rate of 27% by number of people and 45% by value. The total cash cost of the offer to the Company, including fees, was £0.49m and the settlement charge (non-cash) on transfer was £0.29m.
The Group is pursuing further risk reduction in the pension scheme and has embarked on a project to procure a buy-out (initially via a buy-in) of the substantial liabilities for pensions in payment. The cash cost of this exercise to the Company, based on June 2014 market conditions, would be circa £22m spread over 2014 and 2015.
If completed, around three quarters of the overall liabilities would be on an insured basis. Based on June 2014 market conditions, this could be expected to reduce the deficit by approximately half and to permit a reduction in routine contributions.
Balance sheet and Shareholders' funds
Net assets at 28 June 2014 were £14.32m, a decrease of £2.46m:
28 June 2014 | 28 December 2013 | |
£m | £m | |
Non current assets | 10.41 | 9.99 |
Working capital | (2.14) | 2.49 |
Net cash | 26.13 | 15.76 |
Pension deficit | (18.74) | (16.61) |
Other liabilities | (1.34) | (0.59) |
Net assets held for sale | - | 5.74 |
Net assets | 14.32 | 16.78 |
Shareholders' funds decreased as profit generated in the period of £3.14m was offset by actuarial losses on the pension scheme net of tax of £(2.47)m, dividends paid £(3.02)m and other movements £(0.11)m.
Treasury Policy
Treasury policy is to manage centrally the financial requirements of the Group. The Group operates cash pooling arrangements separately for its North American operations and its UK operations. The Group enters into forward contracts to buy or sell currency relating to specific receivables and payables as well as remittances from its overseas subsidiaries. The Group holds the majority of its cash on deposit with its principal UK banker and working capital requirements of the North American business are funded by a facility with its principal US banker.
Critical accounting policies
Critical accounting policies are those that require significant judgements or estimates and potentially result in materially different results under different assumptions or conditions. It is considered that the Group's critical accounting policy is in respect of pensions.
Risks
The Group may be affected by a number of risks. These risks have not changed since the year end and are detailed on pages 11 and 12 of the Group's Annual Report 2013, a copy of which is available on the Group's website: http://investors.4imprint.com. The risks include economic and market risks, technological risks and operational risks.
Kevin Lyons-Tarr Gillian Davies
Executive Director Group Finance Director
30 July 2014
Condensed consolidated income statement (unaudited)
Half year 2014
| Half year 2013 (restated)† | Full year 2013
| ||
Note | £'000 | £'000 | £'000 | |
Continuing operations | ||||
Revenue | 7 | 115,652 | 101,337 | 212,861 |
Operating expenses | (110,982) | (97,657) | (202,724) | |
Operating profit before exceptional items | 5,281 | 3,680 | 10,391 | |
Exceptional items | 8 | (611) | - | (254) |
Operating profit | 7 | 4,670 | 3,680 | 10,137 |
Finance income | 50 | 29 | 56 | |
Finance costs | - | (12) | (17) | |
Net pension finance charge | 12 | (354) | (471) | (924) |
Net finance cost | (304) | (454) | (885) | |
Profit before tax | 4,366 | 3,226 | 9,252 | |
Taxation | 9 | (1,266) | (945) | (2,466) |
Profit for the period from continuing operations | 3,100 | 2,281 | 6,786 | |
Discontinued operation | ||||
Profit/(loss) from discontinued operation | 15 | 41 | 315 | (2,886) |
Profit for the period | 3,141 | 2,596 | 3,900 | |
Earnings per share | ||||
Basic | ||||
From continuing operations | 10 | 11.55p | 8.62p | 25.64p |
From continuing and discontinued operations | 10 | 11.70p | 9.81p | 14.74p |
Diluted | ||||
From continuing operations | 10 | 11.02p | 8.26p | 24.38p |
From continuing and discontinued operations | 10 | 11.17p | 9.40p | 14.01p |
Underlying | ||||
From continuing operations | 10 | 15.99p | 12.02p | 35.51p |
† See note 6
Condensed consolidated statement of comprehensive income (unaudited)
Half year 2014 | Half year 2013 | Full year 2013 | ||
Note | £'000 | £'000 | £'000 | |
Profit for the period | 3,141 | 2,596 | 3,900 | |
Other comprehensive income/(expense) | ||||
Items that may be reclassified subsequently to profit and loss: | ||||
Exchange differences on translation of foreign subsidiaries | (411) | 586 | (423) | |
Items that will not be reclassified subsequently to profit and loss: | ||||
Remeasurement (losses)/gains on post employment obligations | 12 | (3,101) | 4,913 | 4,586 |
Tax relating to components of other comprehensive income | 667 | (1,142) | (2,239) | |
Effect of change in UK tax rate | (31) | - | (483) | |
Total other comprehensive (expense)/income net of tax | (2,876) | 4,357 | 1,441 | |
Total comprehensive income for the period | 265 | 6,953 | 5,341 |
Half year 2014 | Half year 2013 | Full year 2013 | ||
£'000 | £'000 | £'000 | ||
Total comprehensive income/(expense) attributable to equityShareholders arising from - Continuing operations - Discontinued operation | 224 41 | 6,638 315 | 8,227 (2,886) | |
265 | 6,953 | 5,341 |
Condensed consolidated balance sheet (unaudited)
| At28 June 2014 | At29 June 2013 | At 28 Dec 2013 | |
Note | £'000 | £'000 | £'000 | |
Non current assets | ||||
Property, plant and equipment | 5,316 | 12,361 | 5,337 | |
Intangible assets | 824 | 943 | 818 | |
Deferred tax assets | 4,265 | 5,158 | 3,834 | |
10,405 | 18,462 | 9,989 | ||
Current assets | ||||
Assets held for sale | - | - | 8,381 | |
Inventories | 1,982 | 3,881 | 2,235 | |
Trade and other receivables | 18,606 | 22,138 | 18,253 | |
Other financial assets - bank deposits | 13 | 8,600 | 3,200 | 4,950 |
Cash and cash equivalents | 13 | 17,532 | 11,801 | 10,807 |
46,720 | 41,020 | 44,626 | ||
Current liabilities | ||||
Trade and other payables | (22,730) | (21,949) | (17,997) | |
Current tax | (973) | (1,004) | (150) | |
Borrowings | 13 | - | (79) | - |
Liabilities held for sale | - | - | (2,646) | |
| (23,703) | (23,032) | (20,793) | |
Net current assets | 23,017 | 17,988 | 23,833 | |
Non current liabilities | ||||
Retirement benefit obligations | 12 | (18,735) | (17,075) | (16,611) |
Borrowings | 13 | - | (90) | - |
Deferred tax liability | (224) | (640) | (289) | |
Provisions for other liabilities and charges | (146) | (147) | (147) | |
(19,105) | (17,952) | (17,047) | ||
Net assets | 14,317 | 18,498 | 16,775 | |
Shareholders' equity | ||||
Share capital | 16 | 10,756 | 10,286 | 10,286 |
Share premium reserve | 38,575 | 38,575 | 38,575 | |
Other reserves | (746) | 674 | (335) | |
Retained earnings | (34,268) | (31,037) | (31,751) | |
Total Shareholders' equity | 14,317 | 18,498 | 16,775 |
Condensed consolidated statement of changes in Shareholders' equity (unaudited)
Share capital | Share premium reserve |
Other reserves | Retained earnings | |||
Own shares | Profit and loss | Total equity | ||||
£'000 | £'000 | £'000 | £'000 | £'000 | £'000 | |
At 29 December 2012 | 10,222 | 38,437 | 88 | (726) | (34,231) | 13,790 |
Profit for the period | 2,596 | 2,596 | ||||
Other comprehensive expense | 586 | 3,771 | 4,357 | |||
Total comprehensive income for the period | 586 | 6,367 | 6,953 | |||
Share-based payment charge | 385 | 385 | ||||
Shares issued | 64 | 138 | 202 | |||
Own shares purchased | (130) | (130) | ||||
Own shares utilised | 5 | (5) | - | |||
Dividends | (2,702) | (2,702) | ||||
At 29 June 2013 | 10,286 | 38,575 | 674 | (851) | (30,186) | 18,498 |
Profit for the period | 1,304 | 1,304 | ||||
Other comprehensive expense | (1,009) | (1,907) | (2,916) | |||
Total comprehensive expense for the period | (1,009) | (603) | (1,612) | |||
Share-based payment charge | 410 | 410 | ||||
Deferred tax relating to share options | 961 | 961 | ||||
Dividends | (1,482) | (1,482) | ||||
At 28 December 2013 | 10,286 | 38,575 | (335) | (851) | (30,900) | 16,775 |
Profit for the period | 3,141 | 3,141 | ||||
Other comprehensive expense | (411) | (2,465) | (2,876) | |||
Total comprehensive income for the period | (411) | 676 | 265 | |||
Share-based payment charge | 296 | 296 | ||||
Shares issued (note 16) | 470 | 470 | ||||
Own shares purchased | (470) | (470) | ||||
Own shares utilised | 1,201 | (1,201) | - | |||
Dividends | (3,019) | (3,019) | ||||
At 28 June 2014 | 10,756 | 38,575 | (746) | (120) | (34,148) | 14,317 |
Condensed consolidated cash flow statement (unaudited)
Half year 2014 | Half year 2013 | Full year 2013 | ||
Note | £'000 | £'000 | £'000 | |
Cash flows from operating activities |
| |||
Cash generated from operations | 14 | 8,484 | 6,082 | 11,451 |
Net tax paid | (106) | - | (1,735) | |
Finance income | 43 | 54 | 70 | |
Finance costs | - | (13) | (14) | |
Net cash generated from operating activities | 8,421 | 6,123 | 9,772 | |
Cash flows from investing activities | ||||
Net proceeds from sale of business | 15 | 5,928 | 1,250 | 991 |
Purchases of property, plant and equipment | (505) | (528) | (986) | |
Purchases of intangible assets | (141) | (141) | (311) | |
Net cash generated from investing activities | 5,282 | 581 | (306) | |
Cash flows from financing activities | ||||
Repayment of borrowings | - | (6,408) | (6,434) | |
Capital element of finance lease payments | - | (75) | (151) | |
Amounts placed on deposit | (3,650) | (200) | (1,950) | |
Proceeds from issue of ordinary shares | 470 | 202 | 202 | |
Purchase of own shares | (470) | (130) | (130) | |
Dividends paid to Shareholders | (3,019) | (2,702) | (4,184) | |
Net cash used in financing activities | (6,669) | (9,313) | (12,647) | |
Net movement in cash and cash equivalents | 7,034 | (2,609) | (3,181) | |
Cash and cash equivalents at beginning of the period | 10,807 | 14,101 | 14,101 | |
Exchange (losses)/gains on cash and cash equivalents | (309) | 309 | (113) | |
Cash and cash equivalents at end of the period | 17,532 | 11,801 | 10,807 | |
| ||||
Analysis of cash and cash equivalents | ||||
Cash at bank and in hand | 13 | 14,132 | 7,601 | 6,557 |
Short term deposits | 13 | 3,400 | 4,200 | 4,250 |
| 17,532 | 11,801 | 10,807 |
Notes to the interim financial statements
1 General information
4imprint Group plc is a public limited company incorporated and domiciled in the UK and listed on the London Stock Exchange. Its registered office is 7/8 Market Place, London, W1W 8AG.
The condensed consolidated interim financial statements were authorised for issue in accordance with a resolution of the Directors on 30 July 2014.
These condensed consolidated interim financial statements do not comprise statutory accounts within the meaning of Section 434 of the Companies Act 2006. Statutory accounts for the period ended 28 December 2013 were approved by the Board of Directors on 5 March 2014 and delivered to the Registrar of Companies. The report of the auditors on those accounts was unqualified, did not contain an emphasis of matter paragraph and did not contain any statement under Section 498 of the Companies Act 2006.
The financial information contained in this report has neither been audited nor reviewed, pursuant to Auditing Practices Board guidance on Review of Interim Financial Information, by the auditors.
2 Basis of preparation
These condensed consolidated interim financial statements for the half year ended 28 June 2014 have been prepared in accordance with the Disclosure and Transparency Rules of the Financial Conduct Authority and IAS 34 'Interim Financial Reporting', as adopted by the European Union, and should be read in conjunction with the Group's financial statements for the period ended 28 December 2013, which were prepared in accordance with International Financial Reporting Standards as adopted by the European Union.
After making enquiries, the Directors have a reasonable expectation that the Company and the Group have adequate resources to continue to operate for the foreseeable future. Accordingly, they continue to adopt the going concern basis in preparing the Interim Report and financial statements.
3 Accounting policies
The accounting policies applied in these condensed consolidated interim financial statements are consistent with those of the annual financial statements for the period ended 28 December 2013, as described in those annual financial statements. New accounting standards applicable for the first time in this reporting period have no impact on the Group's results.
The tax charge for the interim period is accrued based on the best estimate of the tax charge for the full financial year.
4 Estimates
The preparation of the interim financial statements requires management to make judgements, estimates and assumptions that affect the application of policies and reported amounts of assets and liabilities, income and expenses. The estimates and associated assumptions are based on historical experiences and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis of making judgements about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates.
5 Financial risk management
The Group's activities expose it to a variety of financial risks: currency risk; credit risk; liquidity risk; and capital risk.
The condensed consolidated interim financial statements do not include all financial risk management information and disclosures required in the annual financial statements; they should be read in conjunction with the Group's annual financial statements as at 28 December 2013. There have been no changes in any risk management policies since this date.
6 Restatement
The 2013 half year income statements and notes have been restated to reclassify SPS as a discontinued operation. The reclassification has no net impact on the profit for the period. The amounts reclassified as discontinued operations are shown by line item in note 15. Additionally revenue has been restated to include income from delivery receipts and other income which has been moved from operating expenses, where it was offset against the costs of these activities.
7 Segmental analysis
The chief operating decision maker has been identified as the Board.
The operations of the Group are reported in one primary operating segment.
Revenue - continuing operations | |||
4imprint Direct Marketing | Half year 2014
£'000 | Half year 2013 (restated) £'000 | Full year 2013
£'000 |
Sales of promotional products | 107,019 | 93,515 | 196,422 |
Delivery receipts and other income | 8,633 | 7,822 | 16,439 |
Total revenue from promotional products | 115,652 | 101,337 | 212,861 |
Profit - continuing operations |
Underlying | Total | ||||
Half year 2014
£'000 | Half year 2013 (restated) £'000 | Full year 2013
£'000 | Half year 2014
£'000 | Half year 2013 (restated) £'000 | Full year 2013
£'000 | |
4imprint Direct Marketing | 6,909 | 5,294 | 14,602 | 6,909 | 5,294 | 14,602 |
Head Office | (1,105) | (1,027) | (2,139) | (1,105) | (1,027) | (2,139) |
Underlying operating profit | 5,804 | 4,267 | 12,463 | 5,804 | 4,267 | 12,463 |
Exceptional items - Head Office (note 8) | (611) |
- | (254) | |||
Share option related charges | (315) | (380) | (1,594) | |||
Defined benefit pension scheme administrative expenses | (208) | (207) | (478) | |||
Operating profit | 5,804 | 4,267 | 12,463 | 4,670 | 3,680 | 10,137 |
Net finance income | 50 | 17 | 39 | 50 | 17 | 39 |
Net pension finance charge | (354) | (471) | (924) | |||
Profit before tax | 5,854 | 4,284 | 12,502 | 4,366 | 3,226 | 9,252 |
8 Exceptional items
| Half year 2014 | Half year 2013 | Full year 2013 |
| £'000 | £'000 | £'000 |
Pension risk reduction exercises | 611 | - | 254 |
The pension costs related to a flexible early retirement offer (FERO) undertaken in the first half of the year and preliminary work into further risk reduction exercises. The costs include costs paid by the Company of £188,000 (FY 2013: £178,000), a £286,000 IAS 19 settlement charge in respect of the FERO and £137,000 (FY 2013: £76,000) incurred and paid by the defined benefit pension scheme.
9 Taxation
The taxation charge for continuing operations for the period to 28 June 2014 was 29%, the estimated rate for the full year (H1 2013: 29%; FY 2013: 27%). Tax paid in the period was £106,000 (H1 2013: £nil; FY 2013: £1,735,000).
10 Earnings per share
Basic, underlying and diluted
The basic, underlying and diluted earnings per share are calculated based on the following data:
| Half year 2014
| Half year 2013 (restated) | Full year 2013
|
| £'000 | £'000 | £'000 |
Profit after tax - continuing operations | 3,100 | 2,281 | 6,786 |
Profit/(loss) after tax - discontinued operation | 41 | 315 | (2,886) |
Profit after tax | 3,141 | 2,596 | 3,900 |
| Half year 2014
| Half year 2013 (restated) | Full year 2013
|
| £'000 | £'000 | £'000 |
Profit after tax - continuing operations | 3,100 | 2,281 | 6,786 |
Add back: | |||
Defined benefit pension administration charges | 208 | 207 | 478 |
Share option charges | 296 | 380 | 784 |
Social security charges on share options | 19 | - | 810 |
Net pension finance charge | 354 | 471 | 924 |
Exceptional items | 611 | - | 254 |
Tax relating to above items | (296) | (158) | (638) |
Underlying profit after tax - continuing operations | 4,292 | 3,181 | 9,398 |
| Half year2014
| Half year2013 (restated) | Full year 2013
|
Number000's | Number000's | Number000's | |
Basic weighted average number of shares | 26,847 | 26,463 | 26,463 |
Dilutive potential ordinary shares - employee share options | 1,276 | 1,146 | 1,372 |
Diluted weighted average number of shares | 28,123 | 27,609 | 27,835 |
Basic earnings per share from continuing operations | 11.55p | 8.62p | 25.64p |
Basic earnings/(loss) per share from discontinued operation | 0.15p | 1.19p | (10.90)p |
11.70p | 9.81p | 14.74p | |
Diluted earnings per share from continuing operations | 11.02p | 8.26p | 24.38p |
Diluted earnings/(loss) per share from discontinued operation | 0.15p | 1.14p | (10.37)p |
11.17p | 9.40p | 14.01p | |
Underlying basic earnings per share from continuing operations | 15.99p | 12.02p | 35.51p |
The basic weighted average number of shares excludes shares held in the employee share trust. The effect of this is to reduce the average by 247,152 (H1 2013: 265,183; FY 2013: 272,936).
11 Dividends
| Half year 2014 | Half year 2013 | Full year 2013 |
£'000 | £'000 | £'000 | |
Dividends paid in the period | 3,019 | 2,702 | 4,184 |
Dividends per share declared - Interim | 6.20p | 5.60p | 5.60p |
- Final | - | - | 11.40p |
The interim dividend for 2014 of 6.20p per ordinary share (interim 2013: 5.60p; final 2013: 11.40p) will be paid on 12 September 2014 to ordinary Shareholders on the register at the close of business on 15 August 2014.
12 Employee pension schemes
The Group operates defined contribution pension plans for the majority of its UK and US employees. The regular contributions are charged to the income statement as they are incurred.
The Group also sponsors a legacy UK defined benefit pension Scheme which is closed to new members and future accruals. The funds of the Scheme are administered by a trustee company and are independent of the Group's finances.
The last full actuarial valuation was carried out by a qualified independent actuary as at 5 April 2013 and this has been updated on an approximate basis to 28 June 2014 on an IAS 19 basis. There have been no changes in the valuation methodology adopted for this period's disclosures compared to previous periods' disclosure.
The amounts recognised in the income statement are:
Half year 2014 | Half year 2013 | Full year 2013 | |
£'000 | £'000 | £'000 | |
Defined benefit pension administration charges | 208 | 207 | 478 |
Net pension finance charge | 354 | 471 | 924 |
Exceptional items - Settlement charge re flexible early retirement offer - Pension risk reduction exercise costs paid by the Scheme | 286 137 | - - | - 76 |
Total recognised in the income statement | 985 | 678 | 1,478 |
The principal assumptions applied by the actuaries at 28 June 2014 were:
Half year 2014 | Half year 2013 | Full year 2013 | ||
Rate of increase in pensions in payment | 3.00% | 3.15% | 3.20% | |
Rate of increase in deferred pensions | 2.00% | 2.40% | 2.20% | |
Discount rate | 4.04% | 4.70% | 4.48% | |
Inflation assumption - RPI | 3.10% | 3.25% | 3.30% | |
- CPI | 2.10% | 2.50% | 2.30% |
The mortality assumptions adopted at 28 June 2014 imply the following life expectancies at age 65:
Half year 2014 | Half year 2013 | Full year 2013 | |
Male currently aged 40 | 24.7 yrs | 24.6 yrs | 24.6 yrs |
Female currently aged 40 | 27.2 yrs | 28.1 yrs | 27.1 yrs |
Male currently aged 65 | 22.5 yrs | 22.2 yrs | 22.4 yrs |
Female currently aged 65 | 24.8 yrs | 25.5 yrs | 24.7 yrs |
Analysis of the movement in the balance sheet liability:
Half year 2014 | Half year 2013 | Full year 2013 | |
£'000 | £'000 | £'000 | |
At start of period | 16,611 | 22,894 | 22,894 |
Administrative expenses | 208 | 207 | 478 |
Net finance charge | 354 | 471 | 924 |
Exceptional items | 423 | - | 76 |
Contributions by employer - normal - flexible early retirement offer | (1,709) (253) | (1,584) - | (3,175) - |
Remeasurement losses/(gains) on post employment obligations | 3,101 | (4,913) | (4,586) |
At end of period | 18,735 | 17,075 | 16,611 |
13 Analysis of net cash
Half year 2014 | Half year 2013 | Full year 2013 | |
£'000 | £'000 | £'000 | |
Other financial assets - bank deposits | 8,600 | 3,200 | 4,950 |
Cash at bank and in hand | 14,132 | 7,601 | 6,557 |
Short term deposits | 3,400 | 4,200 | 4,250 |
Cash and cash equivalents | 17,532 | 11,801 | 10,807 |
Current borrowings - finance leases | - | (79) | - |
Non current borrowings - bank loans | - | (90) | - |
Net cash | 26,132 | 14,832 | 15,757 |
14 Cash generated from operations
Half year 2014
£'000 | Half year 2013 (restated) £'000 | Full Year 2013
£'000 | |
Operating profit - continuing operations | 4,670 | 3,680 | 10,137 |
- discontinued operation | (59) | 380 | 920 |
Adjustments for: | |||
Depreciation charge | 406 | 676 | 1,364 |
Amortisation of intangibles | 168 | 205 | 400 |
Exceptional non cash items | 423 | - | 76 |
Decrease in exceptional accrual/provisions | (24) | (11) | (16) |
Share option non cash charges - continuing operations - discontinued operation | 296 - | 380 5 | 784 11 |
Defined benefit scheme administration costs - non cash charge | 208 | 207 | 478 |
Contributions to defined benefit pension scheme - normal - flexible early retirement offer | (1,709) (253) | (1,584) - | (3,175) - |
Changes in working capital: | |||
Increase in inventories | (78) | (439) | (811) |
Decrease/(increase) in trade and other receivables | 85 | (1,745) | (3,428) |
Increase in trade and other payables | 4,351 | 4,328 | 4,711 |
Cash generated from operations | 8,484 | 6,082 | 11,451 |
Cash flow in respect of the discontinued operation included above was £(126,000) (H1 2013: £(160,000); FY 2013: £994,000).
15 Discontinued operation
On 10 February 2014, the Group completed the sale of SPS to the SPS senior management team, backed by Maven Capital Partners. The consideration was £7.25m (subject to post completion adjustments relating to the levels of working capital, debt and cash at completion).
The profit/(loss) from the discontinued operation was as follows:
Half year 2014*
£'000 | Half year 2013 (restated) £'000 | Full year 2013
£'000 | |
Revenue | 1,591 | 7,266 | 15,327 |
Operating expenses | (1,650) | (6,886) | (14,407) |
Operating (loss)/profit | (59) | 380 | 920 |
Loss on remeasurement of assets of disposal group | - | - | (3,650) |
Profit on disposal of business | 100 | - | - |
Profit/(loss) before tax | 41 | 380 | (2,730) |
Taxation | - | (65) | (156) |
Profit/(loss) for the period from discontinued operation | 41 | 315 | (2,886) |
* To date of sale.
The loss on remeasurement of SPS assets was calculated based on the best estimates of the adjusted consideration net of costs of disposal and expected net assets of the disposal group at the time of completion.
Profit on disposal of business | Half year 2014 £'000 |
Consideration | 7,250 |
Adjustment for working capital and cash at date of sale | 235 |
Adjusted consideration | 7,485 |
Costs of disposal | (1,492) |
5,993 | |
Net assets sold, excluding cash and debt | (9,054) |
Cash transferred with business sold | (313) |
Release of remeasurement provision on disposal group assets | 3,474 |
Profit on disposal of business | 100 |
Included within the cash flow statement are the following cash flows from discontinued operations:
Half year 2014
£'000 | Half year 2013 (restated) £'000 | Full year 2013
£'000 | |
Net cash (used in)/generated from operating activities | (126) | (160) | 994 |
Cash flows from investing activities | |||
Purchase of property, plant and equipment | (4) | (76) | (153) |
Proceeds from sale of business: | |||
Consideration received | 7,485 | 1,250 | 1,250 |
Cash costs of disposal | (1,244) | - | (176) |
Payment of disposal costs accrued in prior period | - | - | (83) |
Cash in subsidiaries sold | (313) | - | - |
Net proceeds from sale of businesses | 5,928 | 1,250 | 991 |
Net cash generated from investing activities | 5,924 | 1,174 | 838 |
Net movement in cash and cash equivalents | 5,798 | 1,014 | 1,832 |
The £1,250,000 consideration received in 2013 related to deferred consideration in respect of the sale of the Brand Addition business in 2012.
16 Share capital
During the period 1,220,583 shares, with a nominal value of £470,000, were issued to the 4imprint Employee Benefit Trust for a consideration of £470,000 to satisfy exercises of share options under the Group share schemes (H1 2013: 168,281 shares issued; FY 2013: 168,281 shares issued). 1,422,000 options were exercised in the period and transferred from the Trust.
17 Capital commitments
The Group had no capital commitments contracted but not provided for in these financial statements
(29 June 2013: £64,000; 28 December 2013: £229,000).
18 Related party transactions
The Group did not participate in any related party transactions that require disclosure.
Statement of Directors' responsibilities
The Directors confirm that, to the best of their knowledge, these condensed consolidated interim financial statements have been prepared in accordance with IAS 34 as adopted by the European Union and that the interim management report includes a fair review of the information required by DTR 4.2.7 and 4.2.8, namely:
· An indication of the important events that have occurred during the first half year and their impact on the condensed consolidated interim financial statements, and a description of the principal risks and uncertainties for the remaining six months of the financial year.
· Material related-party transactions in the first half year and any material changes in the related-party transactions described in the last annual report.
The Directors of 4imprint Group plc are as listed in the Group's Annual Report for 28 December 2013. A list of current Directors of 4imprint Group plc is also maintained on the Group website: http://investors.4imprint.com.
By order of the Board
John Poulter | Gillian Davies | ||
Executive Chairman | Group Finance Director |
30 July 2014
Related Shares:
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