Final Results

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