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SIV Sivota Plc

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Share Name Share Symbol Market Type Share ISIN Share Description
Sivota Plc LSE:SIV London Ordinary Share GB00BMH30492 ORD GBP0.01
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
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Industry Sector Turnover Profit EPS - Basic PE Ratio Market Cap
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St. Ives PLC Full Year Results (4904S)

03/10/2017 7:00am

UK Regulatory


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TIDMSIV

RNS Number : 4904S

St. Ives PLC

03 October 2017

3 October 2017

ST IVES plc

Full Year Results for the 52 weeks ended 28 July 2017

St Ives plc, the international marketing services group, announces preliminary results for the

52 weeks ended 28 July 2017.

Financial Highlights

 
                                       52 weeks   52 weeks 
                                             to         to 
                                        28 July    29 July     %age 
                                           2017       2016   change 
===================================  ==========  =========  ======= 
Revenue                               GBP393.2m  GBP367.5m      +7% 
Adjusted* profit before tax            GBP24.1m   GBP30.4m     -21% 
Adjusted* basic earnings per share       13.39p     17.61p     -24% 
Statutory loss before tax            GBP(44.1)m  GBP(5.7)m        - 
Basic loss per share                   (30.40)p    (5.93)p        - 
Full year dividend                        1.95p      7.80p        - 
Net debt                               GBP54.6m   GBP80.8m 
-----------------------------------  ----------  ---------  ------- 
 

* Adjusted profit before tax and Adjusted basic earnings exclude Adjusting Items. Adjusting Items comprise of redundancies, empty property and restructuring costs; impairments, gain or loss on disposal of properties; costs related to the acquisitions or setting up of new subsidiaries; impairment or amortisation charges related to goodwill tangible and intangible assets; contingent consideration required to be treated as remuneration; movements in deferred consideration and costs related to the St Ives Defined Benefits Pension Scheme. See note 3.

-- Further revenue growth of 13% in Strategic Marketing segment, with organic growth contributing 5%.

-- Revenue generated from the Group's overseas businesses increased from GBP53.7 million to GBP66.5 million, representing 17% of Group revenues (2016: 15%).

-- Net debt reduced by one-third to GBP54.6 million, representing a net debt to Adjusted EBITDA ratio of 1.6x (29 July 2016: 2.0x).

Operational Highlights

-- Strategic Marketing now contributing 42% of Group revenue (2016: 39%) and 75% of Adjusted operating profit, with encouraging new project wins.

   --     Significant progress in key strategic priorities of Collaboration and Internationalisation: 

o 209 clients currently working with more than one business across the Group, a 39% increase compared to the previous year.

o Nine Strategic Marketing businesses serving clients on an international basis, representing over 39% of Strategic Marketing revenue (2016: 37%).

-- Due to continued decline, decisive action taken to improve performance of the two legacy segments - Marketing Activation and Books.

Matt Armitage, Chief Executive, said:

"Trading across our Strategic Marketing segment has recovered and we have been encouraged by new projects being won from existing and new clients. Our pipeline for the first half of the new financial year is very encouraging and we are excited by the opportunities that the increased collaboration between our businesses is generating.

While trading conditions within our Marketing Activation segment continue to be challenging, we have taken decisive action to increase efficiency and reduce costs, and remain focused on diversifying into other sectors. Similarly, within our Books business we have taken further steps to ensure that the cost base reflects the future level of volumes we now expect.

Overall, we remain confident in the long-term growth strategy currently being pursued in Strategic Marketing, and in the quality of our businesses within that segment, as illustrated by the major international clients and contracts they continue to attract. However, we recognise the need to address, decisively, the effect that legacy businesses are having on the Group's overall performance and on our ability to generate value for shareholders. This, together with further strengthening our balance sheet, remains a top priority for the Board looking forward."

For further information, please contact:

 
St Ives plc   020 7928 8844 
 
 
Matt Armitage, Chief Executive 
 Brad Gray, Chief Financial 
 Officer 
 
 
MHP Communications   020 3128 8100 
 
 
Tim Rowntree, Giles Robinson, 
 Luke Briggs 
 

Notes to Editors

St Ives is an international marketing services group, made up of a number of successful and dynamic businesses serving leading brands internationally, with offices in the UK, North America, China and Singapore.

We operate not as a single entity but as a group of market leading businesses, each with its own unique value proposition, offering complementary services and collaborating closely with each other wherever this adds value to clients. We work with a large number of leading, international consumer-facing brands across all major sectors - including retail & FMCG, healthcare & pharma, financial services, media, technology, automotive and charity - helping them determine strategic direction, and designing and delivering world-class solutions to match their specific requirements.

Our industry-leading Strategic Marketing businesses have strong capabilities across three specialist high growth areas: Digital, Data and Insight.

Our Marketing Activation businesses, which deliver marketing communications through a combination of print and in-store marketing services, complement our Strategic Marketing offering and collaborate with them where this adds value to clients.

The Group's strategy for further growth for the marketing services businesses is centred around three key priorities:

-- organic growth through collaboration and investment in our existing brands;

-- internationalisation, often client-led, into large and high growth markets; combined with

-- further acquisitions of complementary, ambitious and growing Strategic Marketing businesses that share our common attributes and ethos.

Our separate long-standing Books production business, which is the UK market leader, represents a source of profit and cash generation as we pursue our overall growth strategy.

St Ives employs more than 3,000 people in the UK, North America and Asia and is listed on the London Stock Exchange (SIV) with a market capitalisation of GBP110.8m.

Chief Executive's Review

Introduction

Overall, it has been a challenging year for the Group, which is reflected in the reported results for the period, albeit with a much-improved performance during the second half. Our focus has been on addressing the issues of the past while taking decisive action to improve the efficiency of our two legacy segments and further strengthen the Group's balance sheet.

The principal challenges remain in our legacy Marketing Activation and Books segments where, despite their strong market positions, increased competition continues to exert downward pressure on margins. In response, the Board has taken immediate action to reduce the cost base of both segments to reflect the new market realities.

Despite these issues and their impact on the results, we are pleased to report encouraging underlying progress within our core Strategic Marketing segment. This segment lies at the centre of our long-term growth strategy and now represents some 42% of Group revenues and 75% of Adjusted operating profit. In particular, we have seen important progress in our pursuit of organic growth here, through a number of significant new business wins coupled with increasing collaboration between our various businesses and further internationalisation of the business.

Performance Highlights

Group revenue of GBP393.2 million was 7% higher than the comparable period in the previous year, bolstered by our Strategic Marketing segment, which delivered growth of 13%. Excluding the effects of acquisition and currency movements, organic growth across the Group was 5%. Revenue within our Books segment was 12% ahead of the previous year while revenue within our Marketing Activation segment was broadly in line with the previous year.

The Group's statutory loss before tax of GBP44.1 million (2016: loss of GBP5.7 million) includes Adjusting Items of GBP68.2 million (2016: GBP36.1 million), of which GBP66.1 million relates to non-cash items in the current period. The non-cash Adjusting Items include amortisation of acquired intangibles of GBP10.0 million, an impairment charge of GBP33.1 million, mainly in the Marketing Activation and Books segment and contingent consideration expense of GBP23.0 million. Other Adjusting Items include costs related to St Ives Defined Benefit Scheme of GBP1.9 million and restructuring costs of GBP3.0 million, offset by gain on disposal of properties of GBP2.8 million.

The Group's Adjusted profit before tax declined to GBP24.1 million (2016: GBP30.4 million) and Adjusted basic earnings per share decreased by 24% to 13.39 pence (2016: 17.61 pence).

The year saw further growth in our Strategic Marketing segment despite a number of project cancellations and deferrals in the last quarter of the previous financial year, which impacted revenue growth and operating margin during the first half of the current financial year. However, we are encouraged by the progress that has been made in the second half of the year to replace the cancelled work and return the segment to its previous levels of organic growth and operating margin.

Balance Sheet

Net debt as at 28 July 2017 was GBP54.6 million, down from GBP80.8 million as at 29 July 2016, representing a net debt to Adjusted EBITDA ratio of 1.6x (2016: 2.0x). Further reducing the Group's indebtedness further remains a priority for the Board.

Dividend

The Board has reviewed St Ives' near-term dividend policy to reflect the impact of the issues experienced in the Group's legacy businesses and the costs involved in the ongoing cost-reduction initiatives. In doing so, it has balanced the importance of dividends to shareholders, the importance of investing in the further organic growth of the Group's core Strategic Marketing segment, and the strengthening of the balance sheet. Against that background, the Board has proposed a final dividend of 1.30 pence per share, giving a full year dividend of 1.95 pence per share, a decrease of 75% against last year's full-year dividend of 7.80 pence. The Board will re-evaluate the longer-term dividend policy in due course.

If approved by shareholders, the final dividend of 1.30 pence will be paid on 18 December 2017 to the shareholders on the register at 24 November 2017, with an ex-dividend date of 23 November 2017.

Strategic Priorities

The Board remains confident in its long-term strategy for further growth, which is built around the Group's Strategic Marketing segment and remains centred around three key priorities:

Collaboration

We continue to make good progress with our collaboration agenda with over 200 of our clients currently working with more than one business across the Group; a 39% increase compared with the 150 reported in the last financial year. These include major brands such as Standard Life, Paddy Power and Expedia.

In addition, we continue to see an increase in demand for integrated solutions from clients within our Strategic Marketing segment, which, while aligning to our collaboration agenda, has led us to review and evolve our operating model within the segment. This has also resulted in us bringing a number of our Digital and Data businesses closer together.

Internationalisation

Many of our businesses now deliver international solutions for clients. Most notably, 39% of our Strategic Marketing revenue now comes from clients based outside the UK (2016: 37%), with nine businesses within this segment currently servicing clients on an international basis.

Our strategy for developing our overseas footprint remains client-driven with new office openings only taking place in territories where we can identify lucrative client-led opportunities. We will continue to be disciplined in our implementation of this strategy, targeting opportunities in large markets or in ones with the potential for significant and sustainable growth, where offices are capable of generating appropriate returns within a reasonable period of time.

Acquisitions

Given the recent challenges across the Group, we are currently prioritising organic over acquisitive growth, including leveraging the investments we have made in existing propositions and in new offices.

In the longer term, the acquisition of further complementary marketing services businesses that add value to our existing portfolio and operate in our chosen growth areas of Digital, Data and Insight services will continue to be an important element of the growth strategy of our core Strategic Marketing segment.

Outlook

Trading across our Strategic Marketing segment has recovered and we have been encouraged by the new projects being won from existing and new clients. Our pipeline for the first half of the new financial year is very encouraging and we are excited by the opportunities that the increased collaboration between our businesses is generating.

While trading conditions within our Marketing Activation segment continue to be very challenging, we have taken decisive action to increase efficiency and reduce costs, and remain focused on diversifying into other sectors. Similarly, within our Books business we have taken further steps to ensure that the cost base reflects the future level of volumes we now expect.

Overall, we remain confident in the long-term growth strategy currently being pursued in Strategic Marketing, and in the quality of our businesses within that segment, as illustrated by the major international clients and contracts they continue to attract. However, we recognise the need to address, decisively, the effect that the legacy businesses are having on the Group's overall performance and on our ability to generate value for shareholders. This, together with further strengthening of our balance sheet, remains a top priority for the Board looking forward.

Segment Overview

Strategic Marketing

Our Strategic Marketing segment represents 42% of Group revenue for the year (2016: 39%) and 75% of Group Adjusted operating profit.

 
                      2017    2016 
                     GBP'm   GBP'm 
==================  ======  ====== 
Digital Marketing     93.0    71.2 
Data Marketing        32.3    36.2 
Insight               37.7    36.7 
------------------  ------  ------ 
 
 
Strategic Marketing revenue                     163.0  144.1 
----------------------------------------------  -----  ----- 
Strategic Marketing Adjusted operating profit 
 *                                               20.2   19.4 
----------------------------------------------  -----  ----- 
 

* Adjusted Results see note 3

We have seen further, very encouraging progress within the Strategic Marketing segment, which remains core to the Group's long-term growth strategy.

One of our key priorities was to replace the work lost in the last quarter of the previous financial year, which resulted in a challenging first half for the segment. However, following several significant new client wins and contract renewals during the period, including long-term agreements to be the digital partner of Rockwell Automation, SoftBank and DuPont Pioneer, we are pleased to have delivered a significant improvement in the performance of the segment in the second half of the financial year.

As a result of an increase in client demand for more integrated solutions, we have continued to drive our collaboration agenda and to evolve our operating model accordingly. We continue to focus on the disciplines of Digital, Data and Insight, albeit the strict distinctions between these disciplines are becoming less relevant as more integrated solutions are provided to clients.

During the year, we announced a number of senior management changes within our Digital and Data businesses. Our three Digital businesses (Amaze, Realise and Branded3) are now under the management responsibility of a single management team, while we have also announced that our Data businesses (Occam, Response One, Bench and Amaze One) will be managed by a single team. These changes will ensure that we offer a coherent proposition combined with the breadth and scale of services to support our clients' expanding digital and data requirements.

Over the period, our Data businesses have worked more closely together than ever before, both with each other and also with our Digital businesses, where numerous joint propositions have been developed. We see further opportunities for collaboration between our Digital and Data businesses as data continues to be the driving force behind successful digital marketing and transformation activities. The short-term priority within our Data businesses is to ensure that our offering is fully compliant with and able to benefit from the new General Data Protection Regulation ("GDPR") which will apply from May 2018.

Synergies between Solstice, our Chicago-based mobile and emerging technology business, and The App Business ("TAB"), our similar UK business, continue to result in both businesses sharing resources, working practices, growth frameworks and data. The two are working together to develop innovative connected digital experiences using Voice, Virtual Reality and Internet of Things technology for clients. New wins in the financial year have included projects for clients including Bosch and Electrolux.

Within our research consultancy, Incite, we have seen further growth of both our UK and US businesses through a significant number of new client wins in the technology, FMCG, finance and pharma sectors, while client spend and sentiment in Asia also improved in the second half of the financial year. We continue to support our overseas offices in order to provide an international offering to clients - a growing number of Incite's clients are serviced by more than one Incite office - and to drive long-term growth, although this continues to affect short-term profitability.

Our healthcare consultancy, Hive, has gained several major new clients during the period including Roche, Leo Pharma, Lundbeck, Ipsen, and Almirall. The business has also expanded its offering and client base in the US, delivering significant growth (albeit from a low base) through a number of client wins, including Pfizer. We see the US and further international expansion, as a significant contributor to future growth for this business.

Our retail consultancy, Pragma, has undertaken a number of large advisory projects, including strategic reviews and commercial due diligence of multinational consumer businesses. A growing number of such projects involve collaboration with FSP, our specialist property-consulting firm, particularly where catchment analysis or location planning forms a key part of the investment decision.

The progress outlined above underscores the quality of our individual Strategic Marketing businesses and the potential for further profitable growth that they offer, both individually and, more importantly, through collaboration. They offer differentiated, value-added services to clients and we are pleased that the segment's growth and margin have returned to the levels achieved in previous years.

Marketing Activation

Our Marketing Activation segment represents 39% of Group revenue for the year (2016: 42%) and 16% of Group Adjusted operating profit.

 
    2017    2016 
   GBP'm   GBP'm 
  ======  ====== 
 
 
Marketing Activation revenue                       153.7  154.8 
Marketing Activation Adjusted operating profit *     4.3    8.1 
-------------------------------------------------  -----  ----- 
 

* Adjusted Results see note 3

Trading conditions within this segment continue to be very challenging, due in large part to the ongoing pressures within the grocery retail market. While our expertise in grocery retail remains an important strength, diversification of the client base beyond this sector continues to be a priority.

The segment enjoyed new wins and project extensions during the year for clients including Royal Mail, Innocent, Superdry, AkzoNobel, ESPA and OfficeTeam, further supporting the segment's planned diversification. While we have been successful in securing this work, it should be noted that the market remains extremely price competitive in all areas. As a result, over the period the management team has been focused on protecting margins through driving efficiency improvements and cost reductions.

Moving forward our priority is on strategic growth opportunities in markets that value service and innovation and which further reduce the segment's over-reliance on grocery retail. This will include delivering a wider portfolio of goods and services that cover the whole of the marketing operations sphere of brands and retailers. We will also continue to focus on margin protection while differentiating our competitive offering through targeted investment in new service lines and further additional cross sales initiatives.

Books

Our market-leading Books business represents 19% (2016: 19%) of Group revenue for the year and 9% of Group Adjusted operating profit.

 
                                      2017    2016 
                                     GBP'm   GBP'm 
==================================  ======  ====== 
Books revenue                         76.5    68.6 
Books Adjusted operating profit *      2.6     5.8 
----------------------------------  ------  ------ 
 

* Adjusted Results see note 3

Revenue was 12% higher than the prior year at GBP76.5 million (2016: GBP68.6 million).

Trading during the first half of the year was generally positive, particularly during the pre-Christmas period, with sales of printed books in the UK up 5% on 2016 (as reported by Nielsen).

As announced in February 2017, we were informed by HarperCollins that our contract for the production of monochrome books in the UK would not be renewed. The contract ended on 30 June 2017. As a result of the non-renewal, significant restructuring and cost reduction initiatives have been implemented.

We continue to adapt to suit the evolving needs of clients, leveraging our well-invested digital print technology to provide a broader product range, greater capacity to support fast lead times and lower stockholding, with a continued focus on extending supply chain solutions to reduce the overall cost of the books supply chain.

Matt Armitage

Chief Executive

2 October 2017

Financial Overview

Overview

During a challenging year, the Group delivered revenue growth of 7%. Due to continued margin pressures within the legacy Marketing Activation and Books segments, the Group's Adjusted operating profit fell from GBP33.3 million to GBP27.1 million. However, over this period the Board has worked to strengthen the Group's balance sheet by cutting the proposed dividend by 75% compared to the prior year, and selling three surplus properties.

The Group's statutory results are set out in the table below:

 
               52 weeks 
  52 weeks to        to 
      28 July   29 July 
         2017      2016 
  -----------  -------- 
 
 
Revenue                                   GBP393.2m  GBP367.5m 
Statutory loss before interest and tax   GBP(40.4)m  GBP(1.8)m 
Statutory loss before tax                GBP(44.1)m  GBP(5.7)m 
Basic loss per share                       (30.40)p    (5.93)p 
---------------------------------------  ----------  --------- 
 

The Group prepares adjusted results, which, in management's view reflect how the business is managed and show the performance in a manner consistent with the previous year. Adjusted results exclude items such as costs related to restructuring activities, acquisitions made in current and prior periods, disposal of sites, impairment charges and St Ives Defined Benefits Pension Scheme charges.

The Group's statutory loss before tax of GBP44.1 million (2016: GBP5.7 million) includes Adjusting Items of GBP68.2 million (2016: GBP36.1 million), of which GBP66.1 million relates to non-cash items in the current period.

The analysis of Adjusting Items is set out below:

 
  52 weeks to  52 weeks 
      28 July        to 
         2017   29 July 
        GBP'm      2016 
                  GBP'm 
  -----------  -------- 
 
 
Loss before tax             (44.1)  (5.7) 
Add back Adjusting Items: 
 
 
(Profit)/loss on disposal of property, plant and equipment        (2.8)    1.7 
Amortisation of acquired intangibles                               10.0    9.2 
Expenses related to restructuring items                             3.0    2.6 
Impairment of goodwill and other assets                            33.1   12.7 
Costs associated with the acquisition and setup of subsidiaries       -    0.8 
Contingent consideration required to be treated as remuneration    15.6    8.2 
Increase /(decrease) in deferred consideration                      7.4  (0.8) 
Administrative expenses related to St Ives Defined Benefits 
 Pension Scheme                                                     1.9    1.7 
----------------------------------------------------------------  -----  ----- 
 
 
Adjusted profit before tax   24.1  30.4 
---------------------------  ----  ---- 
 

A non-cash impairment charge of GBP2.9 million was recorded in the Books segment against non-current assets and inventories due to the loss of the HarperCollins contract. Impairment charges of GBP29.9 million were recorded against the goodwill and non-current assets of businesses within the Marketing Activation segment. This reflects the continued decline in operating profits and expected future growth rates resulting from lower promotional activity levels within the grocery retail sector. In addition, an impairment charge of GBP0.3 million was recorded against intangible assets of the Data businesses for obsolete software. The Group recorded a total non-cash impairment charge of GBP33.1 million during the period. Further details can be found in note 3 below.

Other non-cash Adjusting items include contingent consideration required to be treated as remuneration of GBP15.6 million, an increase in deferred consideration of GBP7.4 million and amortisation of acquired intangibles of GBP10.0 million.

Revenue

The 7% (GBP25.6 million) increase in revenue included organic constant currency growth of 4%; acquisition growth of 2%; and a 1% positive currency translation impact. Over the course of the full year, revenue grew by 5% in the first half and 9% in the second half. Organic revenue growth at constant currency was 0.2% in the first half and particularly strong growth of 7% in the second half, within the Group's Strategic Marketing segment.

Revenue generated from the Group's overseas business increased from GBP53.7 million to GBP66.5 million over the financial year, representing 17% of Group revenues (2016: 15%).

Revenue from our Strategic Marketing segment increased from GBP144.1 million to GBP163.0 million with organic growth contributing 5%; acquisition growth of 4%; and currency translation of 4%. Compared to the comparative period last year, first half organic revenue growth was subdued at 3% as the impact of the cancelled work in quarter four of FY16 took longer to replace than anticipated. Conversely, second half organic growth compared to the comparative period was 13% as new clients and projects started to generate additional revenue.

Revenue from the Marketing Activation segment decreased marginally from GBP154.8 million to GBP153.7 million; primarily as a result of reduced client spend within the retail grocery market. The revenue impact was mitigated somewhat by the segment's strategy of diversification into new areas such as food and leisure, while the UK general election also provided a one-off boost to revenue.

Revenue from the Books segment, in contrast to recent years, proved to be resilient during the financial year, increasing by 12% from GBP68.6 million to GBP76.5 million. However, following the conclusion of our print and distribution contract with HarperCollins in June 2017, we expect the non-renewal to result in a reduction of approximately GBP11 million in Group revenue, and GBP3.5 million in Group Adjusted operating profit, in the financial year ending 3 August 2018.

Adjusted gross profit margin and underlying profitability

The Adjusted operating profit decreased from GBP33.3 million (9% of revenue) to GBP27.1 million (7% of revenue).

Adjusted operating profit in the Strategic Marketing segment has increased from GBP19.4 million to GBP20.2 million with an operating margin of 12% (2016: 13%). This includes a full year contribution from TAB. The first half-contributed GBP6.2 million with a margin of 8% compared to the second half of GBP14 million at a margin of 16%. The first half margin was detrimentally impacted by our decision to broadly maintain our skilled workforce, following project cancelations and deferrals in the fourth quarter of the prior year, in anticipation of new client and contract wins. Second half margin improved as these new clients and contracts delivered revenue without the requirement to substantially increase manpower costs.

Adjusted operating profit in the Marketing Activation segment decreased from GBP8.1 million to GBP4.3 million with an operating margin of 3% (2016: 5%). Despite the actions taken to consolidate sites to aid further restructuring and client diversification, margin has continued to be adversely impacted as the grocery retailers reduced their print spend.

Adjusted operating profit in the Books segment decreased from GBP5.8 million to GBP2.6 million with an operating margin of 3% (2016: 9%). Reduced run lengths and an increase in orders continued to impact margin. The loss of the HarperCollins contract from 1 July 2017 has resulted in a number of headcount reductions and redundancy costs of GBP2.9 million, which are recorded as Adjusting Items. The restructuring was completed at the end of July 2017.

Acquisitions

Although no acquisitions were made during the year, Solstice and TAB remain within their earn out periods. Solstice's final earn out period is the calendar year ending 31 December 2017 with TAB's final period being 1 May 2017 to 30 April 2018. TAB's second deferred consideration, which was dependent on incremental EBITDA, has been agreed. Subsequent to the year-end, a cash payment of GBP2.2 million and the issue of a loan note of GBP1.6 million were made to settle the deferred consideration. The loan note is exercisable six months after issue. The Group exercised its option to pay all of the deferred consideration in cash or loan notes rather than by the issuing of shares.

The Group has reassessed the likely extent of any further deferred consideration payments to the previous shareholders of Solstice and TAB. The amount of deferred consideration payable, based upon their budgets and latest forecasts, is set out below:

 
             Cash  Shares   Total 
            GBP'm   GBP'm   GBP'm 
---------  ------  ------  ------ 
TAB          13.0     3.1    16.1 
Solstice     16.0     3.9    19.9 
---------  ------  ------  ------ 
             29.0     7.0    36.0 
---------  ------  ------  ------ 
 

The expected timings of the cash element of the deferred consideration payments are detailed below:

 
             2018    2019 
            GBP'm   GBP'm 
---------  ------  ------ 
TAB           8.0     5.0 
Solstice     12.5     3.5 
---------  ------  ------ 
             20.5     8.5 
---------  ------  ------ 
 

Tax

The total tax credit was GBP0.7 million (2016: charge of GBP2.4 million).A number of Adjusting Items are not deductible for taxation purposes.

The Group's effective tax rate on the Adjusted profit before tax was 20.7% (2016: 20.8%) compared to the standard rate of tax of 24.0% (2016: 22.7%) for the Group. The Adjusted tax charge was GBP 5.0 million (2016: GBP6.3 million).

A net income tax of GBP0.6 million (2016: GBP4.3 million) was paid in the United Kingdom, which included payments of GBP3.3 million in respect of 2016 and 2017 financial periods, partially offset by refunds of GBP2.7 million in respect of prior periods.

Dividend

The Board is recommending a final dividend of 1.30 pence per ordinary share (2016: 5.45 pence) giving a total dividend of 1.95 pence (2016: 7.80 pence). The dividend is covered 6.9 times by Adjusted earnings and will be paid on 18 December 2017 to shareholders on the register at 24 November 2017, with an ex-dividend date of 23 November 2017.

Pensions

The Group closed its Defined Benefits Pension Scheme (the "Scheme") to new members in 2002 and ceased future accrual within the Scheme in 2008. The Group accounts for post-retirement benefits in accordance with IAS19 Employee Benefits. The Consolidated Balance Sheet reflects the net deficit on the Scheme at 28 July 2017 based on the market value of the assets at that date and the valuation of liabilities using AA non-gilt bond yields.

On an IAS19 basis, the net deficit on the Scheme reduced to GBP16.0 million (2016: GBP26.4 million) before the related deferred tax asset. The value of the plan assets increased to GBP354.5 million (2016: GBP344.1 million). Approximately 65% of the plan assets are invested in return seeking assets providing a higher level of return over the longer period. Plan liabilities remained in line with the prior year at GBP370.5 million (2016: GBP370.5 million). In calculating the amount of plan liabilities, an increase in the rate of inflation was offset by an increase in the discount rate and a fall in the rate of increase in life expectancy.

The Scheme's actuarial valuation reviews determine any cash deficit payments by the Group. The Scheme's triennial valuation was as at April 2016 and the Group has reached agreement with the Scheme Trustee for future funding levels. The Group will make deficit funding contributions of GBP2.6 million per annum and a contribution of GBP0.4 million per annum (2016: GBP0.4 million) towards the costs of administration. The total increased contribution level to GBP3.0 million will apply from April 2016 and, as the funding level was maintained at GBP2.4 million until an agreement was reached, the contribution in the year to 3 August 2018 will be GBP3.8 million and thereafter will revert to GBP3.0 million per annum.

The charge for the year for the Group's defined contribution schemes was GBP3.8 million (2016: GBP3.9 million).

Cash Flow

Cash generated from operations was GBP30.7 million (2016: GBP23.7 million).

Total capital expenditure was as follows:

 
                         2017    2016 
                        GBP'm   GBP'm 
---------------------  ------  ------ 
Strategic Marketing       2.1     3.1 
Marketing Activation      0.8     1.5 
Books                     0.6     3.0 
---------------------  ------  ------ 
 
 
Total   3.5  7.6 
------  ---  --- 
 

The Group disposed of three surplus properties during the year generating cash of GBP11.9 million (GBP11.7 million, net of all costs). Two of the properties together generated net income of GBP1.0 million per annum and the third property was previously occupied by part of SP, our point of sale business.

Debt

The Group's revolving credit facility, which expires on 23 March 2019, remains at GBP95.0 million and was supplemented by a term loan of GBP30.0 million. Subsequent to the year-end, the Group reduced its term loan by GBP5.5 million to GBP24.5 million.

Net debt decreased during the year from GBP80.8 million to GBP54.6 million. At 28 July 2017, St Ives had drawn GBP80.2 million on its bank credit facility, leaving an unutilised commitment of GBP44.8 million. The Group had cash and cash equivalents of GBP25.7 million.

At 28 July 2017, the ratio of net debt to EBITDA before Adjusting Items was 1.61 times (2016: 1.96 times) as shown below:

 
                                     2017   2016 
                                    GBP'm  GBP'm 
--------------------------      ---------  ----- 
Adjusted operating 
 profit                              27.1   33.3 
Depreciation and 
 amortisation                         6.8    7.9 
------------------------------  ---------  ----- 
EBITDA before Adjusting 
 Items                               33.9   41.2 
------------------------------  ---------  ----- 
Net Debt                             54.6   80.8 
------------------------------  ---------  ----- 
Net debt to EBITDA before 
 Adjusting Items                     1.61   1.96 
---------------------------     ---------  ----- 
 

Brad Gray

Chief Financial Officer

2 October 2017

Consolidated Income Statement

 
                                                  52 weeks to 28                     52 weeks to 29 
                                                     July 2017                          July 2016 
---------------------------------  ----  --------------------------------  ----------------------------------- 
                                   Note  Adjusted   Adjusting  Statutory     Adjusted   Adjusting    Statutory 
                                          Results     items      Results      Results       items      Results 
                                          GBP'000     (note      GBP'000    (restated       (note    (restated 
                                                        3)                       note          3)         note 
                                                     GBP'000                      11)     GBP'000          11) 
                                                                              GBP'000                  GBP'000 
---------------------------------  ----  ---------  ---------  ----------  ----------  ----------  ----------- 
 
Revenue                               2    393,154          -     393,154     367,546           -      367,546 
Cost of sales                            (284,342)          -   (284,342)   (262,468)           -    (262,468) 
---------------------------------  ----  ---------  ---------  ----------  ----------  ----------  ----------- 
Gross profit                               108,812          -     108,812     105,078           -      105,078 
Selling costs                             (26,843)          -    (26,843)    (25,011)           -     (25,011) 
Administrative expenses                   (55,277)   (70,278)   (125,555)    (46,832)    (33,472)     (80,304) 
Share of results of 
 joint arrangement                             355          -         355       (122)           -        (122) 
Other operating income/(expense)                58      2,760       2,818         167     (1,651)      (1,484) 
---------------------------------  ----  ---------  ---------  ----------  ----------  ----------  ----------- 
Operating profit/(loss)                     27,105   (67,518)    (40,413)      33,280    (35,123)      (1,843) 
Net pension finance 
 expense                                         -      (638)       (638)           -       (972)        (972) 
Other finance expense                      (3,017)          -     (3,017)     (2,899)           -      (2,899) 
---------------------------------  ----  ---------  ---------  ----------  ----------  ----------  ----------- 
Profit/(loss) before 
 tax                                  2     24,088   (68,156)    (44,068)      30,381    (36,095)      (5,714) 
Income tax (charge)/credit                 (4,984)      5,694         710     (6,322)       3,931      (2,391) 
---------------------------------  ----  ---------  ---------  ----------  ----------  ----------  ----------- 
Net profit/(loss) 
 for the period                             19,104   (62,462)    (43,358)      24,059    (32,164)      (8,105) 
---------------------------------  ----  ---------  ---------  ----------  ----------  ----------  ----------- 
 
Attributable to: 
Shareholders of the 
 parent company                             19,104   (62,462)    (43,358)      24,059    (32,164)      (8,105) 
---------------------------------  ----  ---------  ---------  ----------  ----------  ----------  ----------- 
Basic earnings/(loss) 
 per share (p)                        6      13.39    (43.79)     (30.40)       17.61     (23.54)       (5.93) 
---------------------------------  ----  ---------  ---------  ----------  ----------  ----------  ----------- 
Diluted earnings/(loss) 
 per share (p)                        6      13.39    (43.79)     (30.40)       17.49     (23.38)       (5.89) 
---------------------------------  ----  ---------  ---------  ----------  ----------  ----------  ----------- 
 

Consolidated Statement of Comprehensive Income

 
                                                     52 weeks 
                                        52 weeks to        to 
                                            28 July   29 July 
                                               2017      2016 
                                            GBP'000   GBP'000 
--------------------------------------  -----------  -------- 
Loss for the period                        (43,358)   (8,105) 
 Items that will not be reclassified 
  subsequently to profit or loss: 
 Actuarial profit on defined benefits 
  pension scheme                              8,958        83 
 Tax charge on items taken through 
  other comprehensive income                (1,584)     (545) 
--------------------------------------  -----------  -------- 
                                              7,374     (462) 
 Items that may be reclassified 
  subsequently to profit or loss: 
 Transfers of losses on cash flow 
  hedges                                        302       127 
 Losses on cash flow hedges                   (138)     (302) 
 Foreign exchange gain                          369       409 
--------------------------------------  -----------  -------- 
                                                533       234 
--------------------------------------  -----------  -------- 
 Other comprehensive income/(expense) 
  for the period                              7,907     (228) 
--------------------------------------  -----------  -------- 
Total comprehensive expense for 
 the period                                (35,451)   (8,333) 
--------------------------------------  -----------  -------- 
 
Attributable to shareholders of 
 the parent company                        (35,451)   (8,333) 
======================================  ===========  ======== 
 

Consolidated Statement of Changes in Equity

 
                                                                               Hedging 
                                Additional                         Share           and 
                         Share     paid-in      ESOP  Treasury    option   translation      Other   Retained 
                       capital   capital**   reserve    shares   reserve       reserve   reserves   earnings     Total 
                       GBP'000     GBP'000   GBP'000   GBP'000   GBP'000       GBP'000    GBP'000    GBP'000   GBP'000 
====================  ========  ==========  ========  ========  ========  ============  =========  =========  ======== 
Balance at 
 31 July 2015           13,089      55,521         -     (820)     6,773           427     61,901     57,892   132,882 
Loss for the 
 period                      -           -         -         -         -             -          -    (8,105)   (8,105) 
Other comprehensive 
 expense                     -           -         -         -         -           234        234      (462)     (228) 
--------------------  --------  ----------  --------  --------  --------  ------------  ---------  ---------  -------- 
Comprehensive 
 income/(expense)            -           -         -         -         -           234        234    (8,567)   (8,333) 
Dividends                    -           -         -         -         -             -          -   (10,934)  (10,934) 
Issue of shares            775      12,716     (135)         -         -             -     12,581          -    13,356 
Acquisitions               365       1,334         -       657         -             -      1,991      (528)     1,828 
Recognition of 
 share-based 
 contingent 
 consideration 
 deemed as 
 remuneration                -           -         -         -     5,143             -      5,143          -     5,143 
Transfer of 
 share-based 
 contingent 
 consideration 
 deemed as 
 remuneration                -          97         -         -   (3,295)             -    (3,198)      3,382       184 
Purchase of own 
 shares                      -           -     (395)         -         -             -      (395)          -     (395) 
Recognition of 
 share-based 
 payments                    -           -         -         -     (236)             -      (236)          -     (236) 
Settlement of 
 share-based 
 payments                   15         127       530         -   (1,431)             -      (774)        868       109 
Tax on share-based 
 payments                    -           -         -         -     (231)             -      (231)        255        24 
--------------------  --------  ----------  --------  --------  --------  ------------  ---------  ---------  -------- 
Balance at 
 29 July 2016           14,244      69,795         -     (163)     6,723           661     77,016     42,368   133,628 
Loss for the 
 period                      -           -         -         -         -             -          -   (43,358)  (43,358) 
Other comprehensive 
 income                      -           -         -         -         -           533        533      7,374     7,907 
--------------------  --------  ----------  --------  --------  --------  ------------  ---------  ---------  -------- 
Comprehensive 
 income/(expense)            -           -         -         -         -           533        533   (35,984)  (35,451) 
Dividends                    -           -         -         -         -             -          -    (8,705)   (8,705) 
Recognition of 
 share-based 
 contingent 
 consideration 
 deemed as 
 remuneration                -           -         -         -     6,969             -      6,969          -     6,969 
Transfer of 
 share-based 
 contingent 
 consideration 
 deemed as 
 remuneration                -         225         -         -   (5,676)             -    (5,451)      5,754       303 
Recognition of 
 share-based 
 payments                    -           -         -         -        70             -         70          -        70 
Settlement of 
 share-based 
 payments                   40         398         -         -     (123)             -        275        123       438 
Tax on share-based 
 payments                    -           -         -         -      (63)             -       (63)         16      (47) 
--------------------  --------  ----------  --------  --------  --------  ------------  ---------  ---------  -------- 
Balance at 
 28 July 2017           14,284      70,418         -     (163)     7,900         1,194     79,349      3,572    97,205 
--------------------  --------  ----------  --------  --------  --------  ------------  ---------  ---------  -------- 
 

** Additional paid-in capital represents share premium, merger reserve and capital redemption reserve

Consolidated Balance Sheet

 
                                          28 July   29 July 
                                             2017      2016 
                                   Note   GBP'000   GBP'000 
=================================  ====  ========  ======== 
Assets 
Non-current assets 
Property, plant and equipment              26,235    35,559 
Investment property                             -     6,203 
Goodwill                                  108,676   135,633 
Other intangible assets                    42,792    53,234 
Available for sale asset                        3         3 
Investment in joint arrangement               517        94 
Deferred tax assets                           375       232 
Other non-current assets                       13       374 
---------------------------------  ----  --------  -------- 
                                          178,611   231,332 
=================================  ====  ========  ======== 
Current assets 
Inventories                                 6,253     7,482 
Trade and other receivables                91,063    90,761 
Derivative financial instruments               45         - 
Income tax receivable                         124     1,246 
Assets held for sale                           11     1,481 
Cash and cash equivalents                  25,651    11,835 
=================================  ====  ========  ======== 
                                          123,147   112,805 
=================================  ====  ========  ======== 
Total assets                              301,758   344,137 
=================================  ====  ========  ======== 
Liabilities 
Current liabilities 
Trade and other payables                   79,539    76,486 
Derivative financial instruments               17       535 
Income tax payable                          1,461         - 
Deferred consideration payable             15,920     1,772 
Deferred income                             7,141     6,206 
Provisions                                    388        31 
=================================  ====  ========  ======== 
                                          104,466    85,030 
=================================  ====  ========  ======== 
Non-current liabilities 
Loans                                      80,245    92,595 
Retirement benefits obligations       7    16,041    26,394 
Other non-current liabilities                 682       814 
Provisions                                  1,823     2,185 
Deferred tax liabilities                    1,296     3,491 
---------------------------------  ----  --------  -------- 
                                          100,087   125,479 
=================================  ====  ========  ======== 
Total liabilities                         204,553   210,509 
=================================  ====  ========  ======== 
Net assets                                 97,205   133,628 
=================================  ====  ========  ======== 
Equity 
Capital and reserves 
Share capital                              14,284    14,244 
Other reserves                             79,349    77,016 
Retained earnings                           3,572    42,368 
=================================  ====  ========  ======== 
Total equity                               97,205   133,628 
=================================  ====  ========  ======== 
 

These financial statements were approved by the Board of Directors on 2 October 2017.

Consolidated Cash Flow Statement

 
                                                     52 weeks  52 weeks 
                                                           to        to 
                                                      28 July   29 July 
                                                         2017      2016 
                                               Note   GBP'000   GBP'000 
=============================================  ====  ========  ======== 
Operating activities 
Cash generated from operations                         30,686    23,650 
Interest paid                                         (3,017)   (2,899) 
Income taxes paid                                       (587)   (6,286) 
=============================================  ====  ========  ======== 
Net cash generated from operating activities      9    27,082    14,465 
=============================================  ====  ========  ======== 
 
Investing activities 
Purchase of property, plant and equipment             (3,154)   (7,124) 
Purchase of other intangibles                           (311)     (488) 
Proceeds on disposal of property, plant 
 and equipment                                         11,770     3,315 
Acquisition of subsidiaries, net of 
 cash acquired                                              -  (20,937) 
Deferred consideration paid for acquisitions 
 made in prior periods                                  (663)   (5,790) 
=============================================  ====  ========  ======== 
Net cash generated from/(used in) investing 
 activities                                             7,642  (31,024) 
---------------------------------------------  ----  --------  -------- 
 
Financing activities 
Proceeds on issue of shares                               438    13,356 
Dividends paid                                    5   (8,705)  (10,934) 
Purchase of treasury shares                                 -     (395) 
(Decrease)/Increase in bank loans                    (15,000)    10,000 
---------------------------------------------  ----  --------  -------- 
Net cash (used in)/generated from financing 
 activities                                          (23,267)    12,027 
---------------------------------------------  ----  --------  -------- 
Net increase/(decrease) in cash and 
 cash equivalents                                      11,457   (4,532) 
=============================================  ====  ========  ======== 
Cash and cash equivalents at beginning 
 of the period                                         11,835    16,392 
Effect of foreign exchange rate changes                 2,359      (25) 
=============================================  ====  ========  ======== 
Cash and cash equivalents at end of 
 the period                                       9    25,651    11,835 
=============================================  ====  ========  ======== 
 

Notes to the Consolidated Financial Statements

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 2017. 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 period ended 28 July 2017 and 29 July 2016.

The financial information for the period ended 28 July 2017 has been extracted from the Group's 2017 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 the European Union ('IFRS') and those parts of the Companies Act 2006 applicable to companies reporting under IFRS.

The preliminary results have been prepared under the historical cost convention, except for the recognition of derivative financial instruments and available-for-sale investments, and using the accounting policies set out in the Group's 2016 statutory accounts. The accounting policies adopted are consistent with those of the previous financial year, except as detailed in note 11, and there have been no changes in accounting standards during the year that have had a material effect on the Group.

The 2017 statutory accounts will be delivered to the Registrar of Companies following the Company's 2017 Annual General Meeting. The financial information for the period ended 29 July 2016 has been extracted from the Group's statutory accounts for that period, which have been delivered to the Registrar of Companies. The Auditor's report on both the Group's 2017 and 2016 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 2017 and 2016 statutory accounts.

2. Segment reporting

The Group manages its business on a market segment basis, based on the Group's internal reporting to the Chief Operating Decision Maker ("CODM"). The CODM has been determined to be the Chief Executive Officer and Chief Financial Officer as they are primarily responsible for the allocation of resources to the segments and the assessment of performance of the segments.

The Strategic Marketing segment comprises of the Group's Digital, Data and Insight businesses. The Marketing Activation segment includes businesses, which deliver marketing communications through a combination of print and in-store marketing services. The Books segment comprises of Clays.

Corporate costs are allocated to revenue-generating segments as this presentation better reflects their profitability.

Business segments

 
  52 weeks to 28 July 2017 
 
 
   Strategic    Marketing 
   Marketing   Activation     Books     Total 
     GBP'000      GBP'000   GBP'000   GBP'000 
  ----------  -----------  --------  -------- 
 
 
Revenue 
 
 
External sales              161,196   154,258   77,700   393,154 
Group sales                   3,807    11,215       77    15,099 
Intercompany eliminations   (2,055)  (11,732)  (1,312)  (15,099) 
--------------------------  -------  --------  -------  -------- 
 
 
Total revenue                       162,948  153,741  76,465  393,154 
----------------------------------  -------  -------  ------  ------- 
 
Operating profit before Adjusting 
 Items                               20,214    4,310   2,581   27,105 
 
 
Adjusting Items   (33,283)  (28,599)  (5,639)  (67,521) 
----------------  --------  --------  -------  -------- 
 
 
Statutory loss from operations   (13,069)  (24,289)  (3,058)  (40,416) 
-------------------------------  --------  --------  ------- 
 
 
Net pension finance expense        (635) 
Other finance expense            (3,017) 
===============================  ======= 
 
 
Statutory loss before tax      (44,068) 
 
 
Income tax credit      710 
---------------------  --- 
 
 
Statutory net loss for the 
 period                         (43,358) 
------------------------------  -------- 
 
 
  52 weeks to 29 July 2016 
 
 
   Strategic    Marketing 
   Marketing   Activation     Books     Total 
     GBP'000      GBP'000   GBP'000   GBP'000 
  ----------  -----------  --------  -------- 
 
 
Revenue 
External sales              138,745   159,694  69,107   367,546 
Group sales                   6,987    10,411      17    17,415 
Intercompany eliminations   (1,577)  (15,298)   (540)  (17,415) 
--------------------------  -------  --------  ------  -------- 
 
 
Total revenue   144,155  154,807  68,584  367,546 
--------------  -------  -------  ------  ------- 
 
 
 
Operating profit before Adjusting 
 Items                                19,354     8,084    5,842    33,280 
Adjusting Items                     (18,140)  (15,752)  (1,231)  (35,123) 
----------------------------------  --------  --------  -------  -------- 
 
 
Statutory profit /(loss) 
 from operations           1,214  (7,668)  4,611  (1,843) 
-------------------------  -----  -------  ----- 
 
 
Net pension finance expense        (972) 
Other finance expense            (2,899) 
-------------------------------  ------- 
 
 
Statutory loss before tax      (5,714) 
 
 
Income tax charge      (2,391) 
---------------------  ------- 
 
 
Statutory net loss for the 
 period                         (8,105) 
------------------------------  ------- 
 
 
 
 

Geographical segments

The Strategic Marketing, Marketing Activation and Books segments operate primarily in the UK, deriving more than 83% of the total revenue from customers located in the UK and 13% of the total revenue from customers located in the US.

The largest customer of the Group accounted for GBP30.0 million (2016: GBP25.9 million) of revenue in the current period.

3. Adjusting items

Adjusting items disclosed on the face of the Consolidated Income Statement are as follows:

 
                         2017      2017      2016      2016 
Expense/(income)      GBP'000   GBP'000   GBP'000   GBP'000 
===================  ========  ========  ========  ======== 
Restructuring items 
 
 
Redundancies and other charges           3,003         1,612 
Costs associated with empty properties       -           976 
---------------------------------------  -----  -----  -----  ----- 
                                                3,003         2,588 
 
 
St Ives Defined Benefits Pension 
 Scheme costs 
 
 
Administrative costs   756           582 
Curtailment credit       -         (198) 
Other                  497           327 
---------------------  ---  -----  -----  --- 
                            1,253         711 
 
 
Costs related to acquisitions made 
 in prior periods 
 
 
Amortisation of acquired intangibles       9,953           9,237 
Impairment of goodwill and other 
 assets                                   33,058          12,712 
Costs associated with prior period 
 acquisitions and setup of subsidiaries       99             785 
Contingent consideration required 
 to be treated as remuneration            15,550           8,220 
Increase/(decrease) in deferred 
 consideration                             7,362           (781) 
========================================  ======  ======  ======  ====== 
                                                  66,022          30,173 
----------------------------------------  ------  ------  ------  ------ 
 
 
Adjusting Items in administrative 
 expenses                            70,278  33,472 
 
 
(Profit)/loss on disposal of property, 
 plant and equipment                      (2,760)  1,651 
========================================  =======  ===== 
 
 
Adjusting Items before interest 
 and tax                           67,518  35,123 
 
 
Net pension finance charge in respect 
 of defined benefits pension scheme      638  972 
=======================================  ===  === 
 
 
Adjusting Items before tax    68,156  36,095 
 
 
Income tax credit    (5,694)  (3,931) 
-------------------  -------  ------- 
 
 
Adjusting Items after tax    62,462  32,164 
---------------------------  ------  ------ 
 

Restructuring items

The restructuring items in the current period include redundancy and restructuring costs of GBP1.5 million relating to the Books segment and GBP1.3 million relating to the Marketing Activation segment. During the period, redundancy costs of GBP0.2 million relating to the restructuring of Digital businesses, were incurred in the Strategic Marketing segment.

The profit on disposal of property, plant and equipment of GBP2.8 million relates to the sale of the Group's properties in Burnley, Peterborough and Roche. These items are recorded in the Marketing Activation segment.

3. Adjusting items (continued)

St Ives Defined Benefits Pension Scheme costs

The Scheme charges include service costs of GBP0.8 million, a net pension finance charge of GBP0.6 million and costs in relation to running the scheme of GBP0.5 million. These items are recorded in the Books segment.

Costs related to acquisitions made in prior periods

Charges relating to the amortisation of acquired customer relationships, proprietary techniques and software of GBP9.8 million and GBP0.2 million are recorded in the Strategic Marketing and Marketing Activation segments respectively.

Impairment charges of GBP23.9 million and GBP3.5 million are recorded against SP Group's and Tactical Solutions' respective assets due to continued decline in operating profit as a result of lower level of promotional activities in the grocery retail sector. Subsequent to the period end, the Group was informed by Sainsbury's that it would not renew its contract for the provision of marketing materials. As a result an impairment charge of GBP2.5 million has been recorded against the goodwill of Service Graphics in the 2016/2017 financial period. These charges have been recorded in the Marketing Activation segment.

Following the loss of the HarperCollins contract, an impairment charge of GBP2.9 million was recorded against non-current assets and inventories in the Books segment.

An impairment charge of GBP0.3 million relating to obsolete software was recorded within the Strategic Marketing segment.

In the current period, the tax credit of GBP5.7 million (2016: GBP3.9 million) relates to the items discussed above. This tax credit includes an adjustment of GBP0.8 million relating to the disposal of a subsidiary in a prior period.

4. Income tax credit/(charge).

Income tax credit/(charge) as shown in the Consolidated Income Statement is as follows:

 
                                              2017      2016 
                                           GBP'000   GBP'000 
----------------------------------------  --------  -------- 
Total current tax charge: 
Current period                             (4,512)   (5,468) 
Adjustments in respect of prior periods        682      (27) 
----------------------------------------  --------  -------- 
 
 
Total current tax charge   (3,830)  (5,495) 
-------------------------  -------  ------- 
 
 
Deferred tax on origination and reversal 
 of temporary differences: 
Deferred tax credit                        4,761  3,181 
Adjustments in respect of prior periods    (221)   (77) 
-----------------------------------------  -----  ----- 
 
 
Total deferred tax credit          4,540    3,104 
---------------------------------  -----  ------- 
Total income tax credit/(charge)     710  (2,391) 
---------------------------------  -----  ------- 
 

The income tax credit/(charge) charge on the loss before and after adjusting items is as follows:

 
                                               2017      2016 
                                            GBP'000   GBP'000 
=========================================  ========  ======== 
Tax charge on Adjusted profit before tax    (4,984)   (6,322) 
Tax credit on Adjusting items                 5,694     3,931 
-----------------------------------------  --------  -------- 
 
 
Total income tax credit/(charge)   710  (2,391) 
---------------------------------  ---  ------- 
 

4. Income tax charge (continued)

The income tax credit/(charge) can be reconciled to the loss before tax per the Consolidated Income Statement as follows:

 
      2017      2016 
   GBP'000   GBP'000 
  --------  -------- 
 
 
Loss before tax   (44,068)  (5,714) 
 
 
Tax calculated at a rate of 24.02% (2016: 
 22.66%)                                            10,585    1,295 
Non-deductible charges on impairment of 
 assets                                            (5,336)  (2,469) 
Expenses not deductible for tax purposes           (7,486)  (2,675) 
Effect of tax deductible goodwill                      634      423 
Effect of change in United Kingdom corporate 
 tax rate                                            (287)      538 
Credit on research and development activities          307      214 
Other foreign taxes                                      -    (150) 
Movement in deferred tax on industrial buildings     1,824      430 
Utilisation of tax losses not previously 
 recognised                                              9      107 
Adjustments in respect of prior periods                460    (104) 
-------------------------------------------------  -------  ------- 
 
 
Total income tax credit/(charge)   710  (2,391) 
---------------------------------  ---  ------- 
 

Income tax charge as shown in the Consolidated Statement of Comprehensive Income is as follows:

 
                                               2017      2016 
                                            GBP'000   GBP'000 
-----------------------------------------  --------  -------- 
United Kingdom corporation tax credit 
 at 19.67% (2016: 20%)                          548       415 
Deferred tax on origination and reversal 
 of temporary differences                   (2,132)     (960) 
-----------------------------------------  --------  -------- 
 
 
Total income tax charge   (1,584)  (545) 
------------------------  -------  ----- 
 

Income tax (charge)/credit as shown in the Consolidated Statement of Changes in Equity is as follows:

 
                                               2017      2016 
                                            GBP'000   GBP'000 
-----------------------------------------  --------  -------- 
United Kingdom corporation tax credit 
 at 19.67% (2016: 20%)                         (16)       255 
Deferred tax on origination and reversal 
 of temporary differences                        63     (231) 
-----------------------------------------  --------  -------- 
 
 
Total income tax credit   47  24 
------------------------ 
 

5. Dividends

 
                                            per      2017      2016 
                                          share   GBP'000   GBP'000 
---------------------------------------  ------  --------  -------- 
Final dividend paid for the 52 weeks 
 ended 31 July 2015                       5.55p         -     7,515 
Interim dividend paid for the 26 weeks 
 ended 29 January 2016                    2.35p         -     3,419 
Final dividend paid for the 52 weeks 
 ended 29 July 2016                       5.45p     7,777         - 
Interim dividend paid for the 26 weeks 
 ended 27 January 2017                    0.65p       928         - 
---------------------------------------  ------  --------  -------- 
 
 
Dividends paid during the period               8,705  10,934 
======================================  =====  =====  ====== 
Proposed final dividend at the period 
 end of 1.30p per share 
 (2016: 5.45p per share)                1.30p  1,857 
--------------------------------------  -----  -----  ------ 
 

6. Earnings per share

The calculation of the basic and diluted earnings per share is based on the following:

Number of shares

 
   2017   2016 
   '000   '000 
  -----  ----- 
 
 
Weighted average number of ordinary shares 
 for the purposes of basic earnings per 
 share                                       142,642  136,633 
Effect of dilutive potential ordinary 
 shares: 
  Share options                                    -      930 
Weighted average number of ordinary shares 
 for the purposes of adjusted diluted 
 earnings per share                          142,642  137,563 
-------------------------------------------  -------  ------- 
 

Basic and diluted earnings per share

 
                                                           2017                2016 
----------------------------------------- 
                                                                           Earnings 
                                                       Earnings                 per 
                                           Earnings   per share  Earnings     share 
                                            GBP'000       pence   GBP'000     pence 
Earnings/(loss) and basic earnings/(loss) 
 per share 
 
 
Adjusted earnings and Adjusted 
 basic earnings per share          19,104    13.39    24,059    17.61 
Adjusting items                  (62,462)  (43.79)  (32,164)  (23.54) 
===============================  ========  =======  ========  ======= 
 
 
Loss and basic loss per share   (43,358)  (30.40)  (8,105)  (5.93) 
------------------------------  --------  -------  -------  ------ 
 
 
 
 
 
Earnings/(loss) and diluted 
 earnings/(loss) per share 
 
 
Adjusted earnings and Adjusted 
 diluted earnings per share        19,104    13.39    24,059    17.49 
Adjusting Items                  (62,462)  (43.79)  (32,164)  (23.38) 
===============================  ========  =======  ========  ======= 
 
 
Loss and diluted loss per share   (43,358)  (30.40)  (8,105)  (5.89) 
--------------------------------  --------  -------  -------  ------ 
 

Adjusted earnings is calculated by adding back Adjusting Items, as adjusted for tax, to the loss for the period.

7. Retirement benefits

The net obligation in respect of the St Ives Defined Benefits Pension Scheme of GBP16.0 million at 28 July 2017 has decreased compared to 29 July 2016 (GBP26.4 million) primarily due to an increase in plan assets with plan liabilities remaining broadly unchanged. In calculating the amount of plan liabilities, an increase in the rate of inflation was offset by an increase in the discount rate and a fall in the rate of increase in life expectancy.

8. Acquisition

The total impact on investing cash outflow in the current period relating to acquisitions made in prior period is as follows:

 
                             GBP'000 
-------------------------   -------- 
The App Business Limited         469 
Health Hive Limited              194 
--------------------------  -------- 
Net cash outflow                 663 
--------------------------  -------- 
 

9. Notes to the condensed consolidated cash flow statement

Reconciliation of cash generated from operations

 
                                      2017      2016 
                                   GBP'000   GBP'000 
--------------------------------  --------  -------- 
Loss from continuing operations   (40,413)   (1,843) 
 
 
 
Adjustments for: 
 
 
Depreciation of property, plant and 
 equipment                                   6,149    7,201 
Share of (profit)/loss from joint 
 arrangement                                 (355)      122 
Impairment losses                           33,058   12,712 
Amortisation of intangible assets           10,624   10,016 
(Profit)/loss on disposal of property, 
 plant and equipment                       (2,818)    1,484 
Share-based payment charge/(credit)             70    (238) 
Settlement of share based payments               -      108 
Net increase in derivative liabilities           -    (175) 
Decrease in defined benefits pension 
 scheme obligations                        (2,789)  (2,278) 
Re-measurement of deferred consideration     7,362    (781) 
Charge for contingent consideration 
 required to be treated as remuneration     15,550    8,220 
(Decrease)/increase in provisions              (5)       55 
-----------------------------------------  -------  ------- 
 
 
Operating cash inflows before movements 
 in working capital                       26,433  34,603 
 
 
Increase in receivables                  (130)  (9,572) 
Decrease/(increase) in inventory           583    (880) 
Increase in payables                     2,855    3,992 
Increase/(decrease) in deferred income     948    (912) 
Net decrease in provision for deemed 
 remuneration                                -  (3,581) 
---------------------------------------  -----  ------- 
 
 
Cash generated from operations   30,689  23,650 
-------------------------------  ------  ------ 
 

Analysis of net debt

 
                                                        Foreign 
                             29 July      Cash         exchange   28 July 
                                2016      flow   gains/(losses)      2017 
                             GBP'000   GBP'000          GBP'000   GBP'000 
--------------------------  --------  --------  ---------------  -------- 
Cash and cash equivalents     11,835    11,457            2,359    25,651 
Bank loans                  (92,595)    15,000          (2,650)  (80,245) 
--------------------------  --------  --------  ---------------  -------- 
                            (80,760)    26,457            (291)  (54,594) 
--------------------------  --------  --------  ---------------  -------- 
 

Cash and cash equivalents (which are presented as a single class of assets on the face of the consolidated 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 rates.

10. Related parties

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 period, which might reasonably affect the decisions made by the users of these financial statements.

No executive officers of the Company or their associates had material transactions with the Group during the period.

11. Restatement

Previously the Group reported the employee costs of the Insight businesses, part of Strategic Marketing segment, under administrative expenses. The Group's accounting policy is to include these types of costs within cost of sales and, accordingly, the comparatives have been re-stated to ensure consistency.

The impact of the prior period adjustments on the previously reported Consolidated Income Statement are summarised as follows:

 
             52 weeks to 29 July 
                     2016 
  ----------------------------------------- 
  Before Adjustments  Adjustments  Restated 
             GBP'000      GBP'000   GBP'000 
  ------------------  -----------  -------- 
 
 
Adjusted Results: 
 
 
Cost of sales             249,730    12,738  262,468 
Administrative expenses    59,570  (12,738)   46,832 
 
 
 
Statutory Results: 
 
 
Cost of sales             249,730    12,738  262,468 
Administrative expenses    93,042  (12,738)   80,304 
 
 

There is no impact on the Consolidated Statement of Comprehensive Income, Consolidated Statement of Changes in Equity, Consolidated Balance Sheet or Consolidated Cashflow for the comparatives.

12. Post balance sheet event

Subsequent to the period end, the Group reduced its term-loan by GBP5.5 million to GBP24.5 million.

The foregoing contains forward looking statements made by the directors in good faith based on information available to them up to 2 October 2017. Such statements need to be read with caution due to inherent uncertainties, including economic and business risk factors underlying such statement.

This information is provided by RNS

The company news service from the London Stock Exchange

END

FR EADEAELPXFAF

(END) Dow Jones Newswires

October 03, 2017 02:00 ET (06:00 GMT)

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